<PAGE>   1


As filed with the Securities and Exchange Commission on August 30, 1996
                                                       Registration No. 333-____
- --------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
            Registration Statement Under the Securities Act of 1933

- --------------------------------------------------------------------------------

                     NOISE CANCELLATION TECHNOLOGIES, INC.
             (Exact name of Registrant as specified in its charter)

         DELAWARE                                       59-2501025
(State or Other Jurisdiction of                         (I.R.S. Employer
Incorporation or Organization)                          Identification No.)



     1025 WEST NURSERY ROAD, LINTHICUM, MARYLAND 21090      (410) 636-8700
          (Address of Principal Executive Offices, including Zip Code)


    NOISE CANCELLATION TECHNOLOGIES, INC. OPTION PLAN FOR CERTAIN DIRECTORS
                            (Full title of the plan)


                              John B. Horton, Esq.
              Senior Vice President, General Counsel and Secretary
                     NOISE CANCELLATION TECHNOLOGIES, INC.
                  One Dock Street, Stamford, Connecticut 06902
                         (203) 961-0500, Extension 388
           (Name, address and telephone number of agent for service)


                        Calculation of Registration Fee

<TABLE>
<CAPTION>
=======================================================================================================================
              Title of Securities                          Proposed Maximum     Proposed Maximum                  
                       to              Amount to be       Offering Price Per    Aggregate Offering       Amount of    
                  be Registered        Registered (1)            Share                Price           Registration Fee
- -----------------------------------------------------------------------------------------------------------------------
                  <S>                 <C>                    <C>                    <C>                   <C>
                  Common Stock        140,000 shares         $0.6875 (2)            $ 96,250              $ 33.19
                                       45,000 shares         $0.6563 (3)            $ 29,534              $ 10.18
                                       45,000 shares         $0.7188 (4)            $ 32,346              $ 11.16
                                      591,000 shares         $0.75   (5)            $443,250              $152.84
                                      --------------                                --------              -------
                     Totals           821,000 shares                                $601,380              $207.37
=======================================================================================================================
</TABLE>

         (1)     This Registration Statement also covers such additional shares
of Common Stock as may be issuable pursuant to adjustments deemed necessary or
equitable by the Board of Directors of the registrant upon changes in
capitalization, as provided in Section 11 of the Noise Cancellation
Technologies, Inc. Stock Incentive Plan.
         (2)     Exercise price for options granted under the Option Plan for
Certain Directors on February 15, 1995, and April 15, 1995. Fee calculated
pursuant to Rule 457(h).
         (3)     Exercise price for options granted under the Option Plan for
Certain Directors on June 15, 1995.  Fee calculated pursuant to Rule 457(h).
         (4)     Exercise price for options granted under the Option Plan for
Certain Directors on July 15, 1995.  Fee calculated pursuant to Rule 457(h).
         (5)     Exercise price for options granted under the Option Plan for
Certain Directors on November 8, 1995.  Fee calculated pursuant to Rule 457(h).

<PAGE>   2
                                   PROSPECTUS


                                821,000 SHARES


                     NOISE CANCELLATION TECHNOLOGIES, INC.


                                  COMMON STOCK  

                                ----------------


         This offering consists of the resale of 821,000 shares of Common Stock
of Noise Cancellation Technologies, Inc. (the "Company") which are issuable
upon the exercise of outstanding options to purchase shares of Common Stock
(the "Option Shares") granted under the Noise Cancellation Technologies, Inc.
Stock Incentive Plan (the "Directors Plan")  to persons who may be deemed
"affiliates" of the Company, as that term is defined under the Securities Act
of 1933 (the "Securities Act"), all of which may be offered for sale by such
persons as Selling Stockholders (see "Selling Stockholders").  The proceeds, if
any, from the exercise of any such options will be added to the Company's
working capital.  The Company will not receive any of the proceeds from the
sale of Option Shares by the Selling Stockholders.

         The Company has been advised by the Selling Stockholders that there
are no underwriting arrangements with respect to the sale of the shares, that
such shares will be sold from time to time in public sales in the
over-the-counter market at then prevailing prices or at prices related to the
then current market price or in private transactions at negotiated prices.  The
shares may be sold through purchases by a broker or dealer as principal and
resale by such broker or dealer for its account pursuant to this Prospectus or
in ordinary brokerage transactions and transactions in which the broker
solicits purchasers.  In effecting sales, brokers or dealers engaged by the
Selling Stockholders may arrange for other brokers or dealers to participate.
Brokers or dealers will receive commissions or discounts from Selling
Stockholders in amounts to be negotiated immediately prior to the sale.  Such
brokers or dealers and any other participating brokers or dealers may be deemed
to be "underwriters" within the meaning of the Securities Act in connection
with such sales. (see "Selling Stockholders").

                                ----------------

            SEE "RISK FACTORS" ON PAGES 10 THROUGH 17 FOR CERTAIN INFORMATION
RELATING TO THE COMPANY AND THIS OFFERING.

                                ----------------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.

                                ----------------

         The Company's Common Stock is currently quoted on the NASDAQ National
Market System under the symbol NCTI.  The closing price for such Common Stock,
as quoted by NASDAQ, was $0.8750 per share on August 26, 1996.

                                ----------------


               THE DATE OF THIS PROSPECTUS IS AUGUST 30, 1996.
<PAGE>   3
                             AVAILABLE INFORMATION

         The Company is subject to certain of the informational requirements of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files periodic reports and other information with the
Securities and Exchange Commission (the "Commission").  Reports, proxy and
information statements and other information filed by the Company can be
inspected and copied at the public reference facilities maintained by the
Commission at 450 Fifth Street, NW, Washington, DC 20549 and at the following
regional offices of the Commission:  Seven World Trade Center, Suite 1300,  New
York, New York 10048 and Suite 1400, Citicorp Center, 500 West Madison Street,
Chicago, Illinois 60611. Copies of such material can also be obtained from the
Public Reference Section of the Commission, 450 Fifth Street, NW, Washington,
DC 20549 at prescribed rates.

         The Company has filed with the Commission certain Registration
Statements under the Securities Act  with respect to the securities being
offered hereby.  This Prospectus does not contain all the information set forth
in the Registration Statements, certain parts of which are omitted in
accordance with the rules and regulations of the Commission.  For further
information, reference is hereby made to the Registration Statements.


                                ________________


         NO DEALER, SALESMAN, OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE
ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS IN CONNECTION WITH THIS OFFERING
OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY THE COMPANY.  THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A
SOLICITATION OF AN OFFER TO BUY, ANY SECURITIES OTHER THAN THE COMMON STOCK TO
WHICH IT RELATES OR A SOLICITATION TO ANY PERSON IN ANY JURISDICTION WHERE SUCH
AN OFFER OR SOLICITATION WOULD BE UNLAWFUL.  NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCE, CREATE
ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY
SINCE THE DATE HEREOF.


                                                                               2
<PAGE>   4
                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following documents have been filed by the Company with the
Commission pursuant to the Exchange Act (File No.  0-18267) and are
incorporated herein by reference and made a part hereof:

         (1)     the Company's Annual Report on Form 10-K for the year ended
December 31, 1995, (including Amendment No. 1 thereto filed on April 29, 1996,
Amendment No. 2 thereto filed on May 8, 1996, Amendment No. 3 thereto filed on
May 24, 1996, Amendment No.  4 thereto filed on June 11, 1996 and Amendment No.
5 thereto filed on June 13, 1996);

         (2)     the Company's Quarterly Reports on Form 10-Q for the quarterly
periods ended March 31, 1996 and June 30, 1996; and

         (3)     the description of capital stock found in Item 1 of the
Company's Registration Statement on Form 8-A filed with the Commission on
January 30, 1990.

         All documents filed by the Company pursuant to Section 13(a), 13(c),
14 or 15(d) of the Exchange Act subsequent to the date of filing of this
Prospectus and prior to the termination of the offering of the Common Stock
covered by this Prospectus are deemed to be incorporated by reference and shall
be a part hereof from their respective dates of filing.

         Any statement contained in a document incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Prospectus to
the extent that a statement contained in this Prospectus or in any other
subsequently filed document which also is incorporated by reference herein
modifies or supersedes such statement.  Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.

         The Company will provide, without charge, to each person to whom a
copy of this Prospectus is delivered, upon written or oral request, a copy of
any and all of the information that has been incorporated by reference in this
Prospectus, but not including exhibits to such information unless such exhibits
are specifically incorporated by reference into the information that this
Prospectus incorporates.  Requests for copies of such information should be
directed to Krystyna Marushak, Investor Relations, Noise Cancellation
Technologies, Inc., One Dock Street, Stamford, Connecticut  06902, telephone
number (203) 961-0500, extension 391.



                                                                               3
<PAGE>   5
                                  THE COMPANY

         Noise Cancellation Technologies, Inc. ("NCT" or the "Company")
believes it is the industry leader in the design, development, licensing,
production and distribution of electronic systems for Active Wave
Management(TM) including systems that electronically reduce noise and
vibration.  The Company's systems are designed for integration into a wide
range of products serving multi-billion dollar markets in the transportation,
manufacturing, commercial, consumer products and communications industries. The
Company began commercial application of its technology, with ten products sold
or currently being sold, including the NoiseBuster(TM) consumer headset, the
ProActive(TM) line of industrial/commercial active noise reduction headsets, an
aviation headset for pilots, an industrial muffler or "silencer" for use with
large vacuums and blowers, quieting headsets for patient use in magnetic
resonance imaging ("MRI") machines, an aircraft cabin quieting system and
quieting systems for heating, ventilation and air conditioning ("HVAC") ducts
("NoiseEater(TM)").

         In 1995, the Company introduced industrial headsets and its Adaptive
Speech Filter(TM) ("ASF(TM)"), which the Company believes will have wide
application in the communications and automotive industries.

         In keeping with the direction established in late 1994, during 1995
the Company began the active practice of marketing its technology through
licensing to third parties for fees and subsequent royalties.  In April 1995,
the Company licensed its aircraft cabin quieting technology exclusively to
Ultra Electronics, Ltd. ("Ultra") for a license fee and future royalties.  In
November 1995, the Company concluded negotiations with Walker Manufacturing
Company ("Walker"), a division of Tenneco Automotive, which resulted in the
restructuring of the Walker/NCT joint venture ("WNCT") and the licensing of
certain additional automotive related technology to Walker for a fee and future
royalties.

         In 1996, the Company plans to introduce additional products for the
communications marketplace, a silicon micro-machined microphone ("SMM"), which
may be used independently or in conjunction with noise reduction, and
additional industrial headset products.  The Company is also refining its
NoiseEater(TM)  product for introduction into international markets.  The
Company has entered into a joint venture with Applied Acoustic Research, L.L.C.
called OnActive Technologies, L.L.C. which is developing Flat Panel
Transducer(TM) ("FPT(TM)") systems utilizing TopDown Surround Sound(TM)
("TDSS(TM)") for automotive applications.

         In late 1995 the Company redefined its corporate mission to be the
worldwide leader in the advancement and commercialization of Active Wave
Management(TM) technology.  Active Wave Management(TM) is the electronic and
mechanical manipulation of sound or signal waves to reduce noise, improve
signal-to-noise ratio and/or enhance sound quality.  This redefinition is the
result of the development of new technologies, as previously noted, such as
ASF(TM), TDSS(TM), FPT(TM), and the SMM, which creates products that the
Company believes will be utilized in areas beyond noise attenuation and
control.  These technologies and products are consistent with the shift of the
Company's  focus to technology licensing fees, royalties and products that
represent near term revenue generation.  The redefinition of corporate mission
is reflected in the revised business plan which the Company began to implement
during the first quarter of 1996.

         As distribution channels are established and as product sales and
market acceptance and awareness of the commercial applications of Active Wave
Management(TM) build, revenues from technology licensing fees, royalties and
product sales are forecasted to fund an increasing share of the Company's


                                                                               4
<PAGE>   6
requirements.  The funding from these sources, if realized, will reduce the
Company's dependence on engineering and development funding.

         Active Wave Management(TM) is an evolving industry.  The proportion of
the Company's operating revenues, including technology licensing fees, derived
from engineering and development services, is reflective of this fact. From the
Company's inception through June 30, 1996 approximately 21% of its
operating revenues  have come from the sale of products and 27% of its
operating revenues have come from licensing of the Company's technology, while
approximately 52% of its operating revenues have come from engineering and
development services.

         Active noise control offers many advantages over traditional passive
methods of noise control such as conventional mufflers, ear protectors and
acoustical padding.  Active noise control systems:  (i) generally reduce only
unwanted noise and permit desired sounds such as the human voice, music or
warning tones to pass freely, (ii) are more successful in attenuating low
frequency noise, (iii) contribute to energy savings and provide other economic
benefits in various applications, and (iv) generally are smaller and lighter.

         Active Wave Management(TM) is the utilization of active noise
attenuation technology and certain other technologies which results in the
electronic and mechanical manipulation of sound or signal waves to reduce
noise, improve signal-to-noise ratio and/or enhance sound quality.

         NCT believes that it has the leading position in Active Wave
Management(TM) technology, holding more patents and intellectual property than
any other firm in the field. The Company also has an exclusive license to
advanced technology for attenuating noise in a large space, such as the
interior of an aircraft or the passenger compartment of an automobile, using
multiple interactive sensors, such as microphones, and actuators, such as
speakers. Additionally the Company has expanded its portfolio by the
acquisition of various patents, including, in particular the purchase in 1994
of the intellectual property of Active Noise Vibration Technologies, Inc.

         The Company has entered into a number of strategic supply,
manufacturing and marketing alliances with leading global companies to
commercialize its technology.  These strategic alliances historically have
funded a majority of the Company's research and development, and provided the
Company with reliable sources of components, manufacturing expertise and
capacity, as well as extensive marketing and distribution capabilities. In
exchange for this funding, the other party generally received a preference in
the distribution of cash and/or profits or royalties from these alliances until
such time as the support funding, plus an "interest" factor in some instances,
is recovered.  NCT has established continuing relationships with Walker
Manufacturing Company ("Walker") (a division of Tennessee Gas Pipeline Company,
a wholly owned subsidiary of Tenneco, Inc.), AB Electrolux ("Electrolux"),
Foster Electric Company, Ltd. ("Foster"), Analog Devices, Inc. ("ADI"), Ultra
Electronics Ltd. ("Ultra"),Harris Corporation ("Harris"), The Charles Stark
Draper Laboratory, Inc. ("Draper"), Coherent Technologies, Inc. ("Coherent"),
Applied Acoustic Research, L.L.C.  ("AAR") and Hoover Universal, Inc.
("Hoover") (a wholly owned subsidiary of Johnson Controls, Inc.), among others,
in order to penetrate major markets more rapidly and efficiently, while
minimizing  the Company's own capital expenditures.  There have been
substantial changes to the terms governing certain of the foregoing
relationships as described below.

         In February 1995 the Company purchased from Foster the exclusive right
to manufacture headsets in the Far East.  Due to the acquisition by the Company
in 1994 of the sole ownership of Chaplin Patents Holding Co., Inc. ("CPH"),
neither the Company nor Foster  believed there was any necessity to continue
their supply joint venture, Foster/NCT Supply Ltd. ("FNS"). The Company and
Foster dissolved FNS.


                                                                               5
<PAGE>   7
The Company and Foster remain active in the Far East through Foster/NCT
Headsets International, Ltd.  ("FNH") and NCT Far East, Inc.  ("NCTFE") which
are marketing and distribution alliances between the Company and Foster.
Foster produced six products for NCT in 1995.

         In March 1995, the Company and Ultra amended their teaming agreement
and concluded a licensing and royalty agreement for $2.6 million and a future
royalty of 1 1/2% of sales commencing in 1998.  Under the agreement, Ultra
acquired the Company's active aircraft quieting business based in Cambridge,
England, leased a portion of the Company's Cambridge facility and employed
certain of the Company's employees.

         On November 15, 1995, the Company and Walker executed a series of
related agreements (the "Restructuring Agreements") and concluded previously
noted negotiations with Tenneco Automotive and Walker regarding the Company's
commitment to help fund $4.0 million of product and technology development work
and the transfer of the Company's 50% interest in WNCT to Walker. The
Restructuring Agreements provided for the transfer of the Company's interest in
WNCT to Walker, the elimination of the Company's previously expensed obligation
to fund the remaining $2.4 million of product and technology development work,
the transfer to Walker of certain Company owned tangible assets related to the
business of WNCT, the expansion of certain existing technology licenses and the
Company's performance of certain research and development activities for Walker
at Walker's expense as to future activities.

         An important factor for the Company's continuing development is its
ability to recruit and retain key personnel. As of July 18, 1996, the Company
had 75 employees, including 32 engineers and technical staff.

         Among its engineering staff and consultants are several scientists and
inventors that the Company believes are preeminent in the active noise and
vibration control field worldwide. Consistent with the Company's revised
strategy to focus on near term product commercialization, technology licensing
fees and royalties, during 1995, the Company significantly reduced its work
force and consolidated substantially all of its corporate functions in
Maryland.

         The Company was incorporated in Nevada on May 24, 1983.  In April
1985, the Company moved its corporate domicile to Florida and assumed its
present name, and in January 1987, following the assumption of control of the
Company by the present management, it changed its state of incorporation to
Delaware.  NCT's executive offices, research and product development facilities
are located at 1025 West Nursery Road, Linthicum, Maryland 21090; telephone
number (410) 636-8700.  NCT maintains sales and marketing offices at One Dock
Street, Suite 300, Stamford, Connecticut 06902; telephone number (203)
961-0500.  The Company's European operations are conducted through its product
development and marketing facility in Cambridge, England.  NCT also maintains a
marketing facility in Tokyo, Japan.



                                                                               6
<PAGE>   8
                      SUMMARY CONSOLIDATED FINANCIAL DATA

         The following should be read in conjunction with the consolidated
financial statements of the Company and the notes thereto and "Management's
Discussion and Analysis of Financial Condition and Results of Operations",
incorporated by reference into this Prospectus.  Operating results for the
six month period ended June 30, 1996, are not necessarily indicative of the
results that may be expected for the year ending December 31, 1996.

<TABLE>
<CAPTION>
STATEMENT OF OPERATIONS DATA:
                                                                                                                              
                                                                  (IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
                                                                        YEARS ENDED DECEMBER  31,        
                                                  ------------------------------------------------------------
                                                     1991            1992         1993         1994     1995 
                                                  --------      ----------    ----------    --------   -------  
 <S>                                              <C>         <C>           <C>            <C>         <C>
 STATEMENTS OF OPERATIONS DATA:                                                                          
 REVENUES                                                                                                
  Technology licensing fees and other               $1,742             $62           $60        $452    $6,580 
  Product Sales                                        610             740         1,728       2,337     1,589
  Engineering and development services               3,513           3,779         3,598       4,335     2,297
                                                  --------    ------------  ------------   ---------   -------
       Total revenues                               $5,865          $4,581        $5,386      $7,124   $10,466  
                                                  --------    ------------  ------------   ---------   -------
 COSTS AND EXPENSES:                                                                                     
  Cost of sales                                       $312            $608        $1,309      $4,073    $1,579 
  Cost of engineering and development services       2,705           2,748         2,803       4,193     2,340
  Selling, general and administrative                3,148           5,150         7,231       9,281     5,416
  Research and development                           1,445           4,214         7,963       9,522     4,776
  Interest (income) expense, net                        94           (169)         (311)       (580)      (49)
  Compensation expense-removal of                                                                        
  vesting condition                                    ---           7,442           ---         ---       ---
  Equity in net (income) loss of                                                                         
  unconsolidated affiliates                            ---             117      3,582(2)       1,824      (80)
  Other (income) expense, net                           54              89           ---         718       552
                                                  --------    ------------  ------------   ---------   -------
       Total costs and expenses                     $7,758         $20,199       $22,577     $29,031   $14,534  
                                                  --------    ------------  ------------   ---------   -------
  Loss before income taxes                        $(1,893)       $(15,618)     $(17,191)   $(21,907)  $(4,068)
  Income taxes                                         100             ---           ---         ---       ---
                                                  --------    -----------   ------------   ---------  --------
                                                                                                         
  Net loss                                        $(1,993)    $(15,618)(1)  $(17,191)(2)   $(21,907)  $(4,068)
                                                  ========    ===========   ============   =========  ========
  Weighted average number of common                                                                      
    shares outstanding(3)                           52,694          61,712        70,416      82,906    87,921  
                                                  ========    ============  ============   =========  ========
  Net loss per share                               $(0.04)      $(0.25)(1)    $(0.24)(2)     $(0.26)   $(0.05)  
                                                  ========    ============  ============   =========  ========
</TABLE>  

<TABLE>
<CAPTION>
                                                         SIX MONTHS 
                                                        ENDED JUNE 30,
                                                  -----------------------
                                                    1995         1996  
                                                   -----    ------------
 <S>                                              <C>       <C>
 STATEMENTS OF OPERATIONS DATA:                
 REVENUES                                      
  Technology licensing fees and other               $3,225        $1,068
  Product Sales                                        688           692
  Engineering and development services               1,447           224
                                                  --------  ------------
       Total revenues                              $ 5,360        $1,984
                                                  --------  ------------
 COSTS AND EXPENSES:                           
  Cost of sales                                     $  595          $574
  Cost of engineering and development services       1,567           168
  Selling, general and administrative                3,318         2,325
  Research and development                           2,365         2,761 
  Interest (income) expense, net                      (15)            24
  Compensation expense-removal of              
  vesting condition                                    ---           ---
  Equity in net (income) loss of               
  unconsolidated affiliates                            ---            80
  Other (income) expense, net                          ---           ---
                                                  --------  ------------
       Total costs and expenses                    $ 7,830        $5,932
                                                  --------  ------------
  Loss before income taxes                        $(2,470)      $(3,948)
  Income taxes                                         ---           ---
                                                  --------  ------------
                                               
  Net loss                                        $(2,470)      $(3,948)
                                                  ========  ============
  Weighted average number of common            
    shares outstanding(3)                           86,215        94,468
                                                  ========  ============
  Net loss per share                               $(0.03)       $(0.04)
                                                  ========  ============
</TABLE>                                       









                                                                               7
<PAGE>   9
<TABLE>
<CAPTION>
                                                                    DECEMBER 31,                                  
                                            ---------------------------------------------------------------       June 30,
                                              1991        1992          1993           1994          1995           1996
                                            -------     -------        -------       --------      --------        -----
 <S>                                       <C>         <C>            <C>            <C>           <C>               <C>
 BALANCE SHEET DATA:
  Total assets                               $5,484     $15,771        $29,541        $12,371        $9,583          $7,638
  Total liabilities                           1,457       2,069          6,301          6,903         2,699           3,610
  Long-term debt                                  3         ---            ---            ---           105              75
  Accumulated deficit                      (14,065)    (29,682)       (46,873)       (68,780)      (72,848)        (76,796)
  Stockholders equity(4)                      4,027      13,702         23,239          5,468         6,884           4,028
  Working capital (deficiency)                1,971      11,038         19,990            923         1,734           (588)
</TABLE>


(1)      Includes a one-time non-cash charge of $7,441,875 or $.12 per share
         for the year ended December 31, 1992, related to the removal of the
         vesting conditions to certain warrants. This charge removed any
         potential future charge to earnings related to such warrants.

(2)      In connection with the sale of Common Stock to Tenneco Automotive in
         December 1993, the Company recognized its share of cumulative losses
         not previously recorded with respect to its joint venture with Walker
         amounting to $3,581,682.

(3)      Does not include shares issuable upon the exercise of outstanding
         stock options, warrants and, where applicable in 1991, outstanding
         shares of Series A and Series B Convertible Preferred Stock, since
         their effect would be antidilutive.

(4)      The Company has never declared nor paid cash dividends on its Common
         Stock.



                                                                               8
<PAGE>   10
                                  THE OFFERING

         This offering consists of the resale of 821,000 shares of Common Stock
which are issuable upon the exercise of outstanding options to purchase shares
of Common Stock (the "Option Shares") granted under the Directors Plan to
persons who may be deemed "affiliates" of the Company, as that term is defined
under the Securities Act, all of which may be offered for sale by such persons
as Selling Stockholders (see "Selling Stockholders").  The proceeds, if any,
from the exercise of any such options will be added to the Company's working
capital.  The Company will not receive any of the proceeds from the sale of the
Option Shares by the Selling Stockholders.

                                  RISK FACTORS

         The shares of Common Stock offered hereby represent a speculative
investment and entail elements of risk. The following factors, in addition to
the other information included or incorporated by reference herein, should be
carefully considered before any decision is made to purchase any of the shares
of Common Stock offered hereby.

         CURRENT FINANCIAL CONDITION; CASH POSITION; INADEQUACY OF CURRENTLY
AVAILABLE FUNDS TO SUSTAIN COMPANY; LIMITATION ON ABILITY TO SELL ADDITIONAL
COMMON STOCK.  Cash, cash equivalents and short-term investments amounted to
$0.9 million at June 30, 1996, decreasing from $1.8 million at December
31, 1995.  On April 10, 1996, the Company sold 1,000,000 shares in the
aggregate of its Common Stock in a private placement with three institutional
investors (the "April 1996 Private Placement").  Contemporaneously, the Company
sold secured convertible term notes in the aggregate principal amount of
$1,200,000 to those institutional investors and granted them each an option to
purchase an aggregate of $3,450,000 of additional shares of the Company's
Common Stock.  The per share conversion price under the notes and the exercise
price under the options are equal to the price received by the Company for the
sale of such 1,000,000 shares subject to certain adjustments, on August 13, 1996
the three institutional investors exercised their options and converted their
secured convertible term notes.  On August 29, 1996, the Company sold 1,753,968
shares of its Common Stock in a private placement with a Canadian institutional
investor (the "August 1996 Private Placement"). The cash raised from the  
April 1996 Private Placement and the August 1996 Private Placement, the
exercise of warrants and options including the options granted to the three
institutional investors in the April 1996 Private Placement, the funding
derived  from forecasted technology licensing fees and royalties, and product
sales and  engineering and development revenue income, the operating cost
savings from  the reduction in employees and reduced capital expenditures
should be  sufficient to sustain the Company's anticipated future level of
operations  into 1997.  However, the current available funds are not sufficient
to sustain  the Company for the next twelve months.  The period during 1997
through which  the Company can be sustained is dependent upon the level of
realization of  funding from technology license fees and royalties and product
sales and  engineering and development revenue and the achievement of the
operating cost  savings from the events described above, all of which are
presently uncertain. 

         Success in generating technology licensing fees, royalties and product
sales are significant and critical to the Company's ability to overcome its
present financial difficulties.  In January 1996, the Company adopted a plan
that management believes should generate sufficient funds for the Company to
continue its operations into 1997.  The Company cannot predict whether it will
be successful in obtaining market acceptance of its new products or in
completing its current negotiations with respect to licenses and royalty
revenues.  If, during the course of 1996, management of the Company determines
that it will be unable to meet or exceed the plan referred to above, the
Company will consider fund raising alternatives.

         As a condition to the sale of Common Stock and secured convertible
term notes to three institutional investors in the April 1996 Private Placement
the Company agreed not to sell any additional equity financing (including debt
financing with an equity component) without such investors' consent prior to
October 8, 1996 and granted the three institutional investors a right of first
refusal with respect to any such additional financing until April 10, 1997.  
The Company's ability to raise additional capital through sales of Common 
Stock will be severely limited until the termination of these restrictions on 
further equity financing.  The Company will monitor its performance against 
the plan on a monthly basis and, if necessary, reduce its level of operations 
accordingly.  The Company believes that the plan discussed above constitutes a 
viable plan for the continuation of the Company's business into 1997.

         There can be no assurance that additional funding will be provided by
technology license fees, royalties and product sales and engineering and
development revenue.  In that event, the Company would have to further and
substantially cut back its level of operations in order to conserve cash.
These reductions could have an adverse effect on the Company's relations with
its strategic partners and customers.  Uncertainty exists with respect to the
adequacy of current funds to support the Company's activities until positive
cash flow from operations can be achieved, and with respect to the availability
of financing from other sources to fund any cash deficiencies.

         The Company expects to continue as a going concern, which contemplates
continuity of operations, realization of assets and satisfaction of liabilities
in the ordinary course of business and its



                                                                               9
<PAGE>   11
financial statements have been prepared on that basis.  This going concern
basis is dependent upon, among other things, the achievement of future
profitable operations and the ability to generate sufficient cash from
operations, public and private financings and other funding sources to meet its
obligations.  The uncertainties described in the preceding paragraph raise
substantial doubt at March 31, 1996, about the Company's ability to continue as
a going concern.  The Company's financial statements do not include any
adjustments relating to the recoverability of the carrying value of recorded
assets or the amount of liabilities that might result from the outcome of these
uncertainties.

         The Company has never declared nor paid dividends on its common stock
and has no present intention to do so.

         GOING CONCERN EMPHASIS PARAGRAPH IN ACCOUNTANTS' OPINION.  On March 8,
1996, Richard A. Eisner & Company, LLP issued its report on the Company's
consolidated financial statements as of and for the year ended December 31,
1995.  With respect to Note 15 to those financial statements, such report was
dated April 10, 1996.  The report of Richard A. Eisner & Company, LLP contains
a paragraph which emphasizes certain factors which are described in Note 1 to
the financial statements covered by the report.  This paragraph notes that such
factors raise substantial doubt as to the Company's ability to continue as a
going concern.  See "Experts-Report of Independent Auditors" below. 
Prospective investors are urged to read carefully the report of Richard A.
Eisner & Company, LLP as well as the consolidated financial statements of the
Company and the notes thereto, which are incorporated herein by reference to
Amendment No. 5 to the Company's Annual Report on Form 10-K for the year ended
December 31, 1995, filed on June 13, 1996.

         HISTORY OF OPERATING LOSSES AND ACCUMULATED DEFICIT.  The Company
incurred a net loss of $4.1 million for the year ended December 31, 1995, and
an additional net loss of $3.9 million for the six months ended June 30,
1996. The Company's accumulated deficit at June, 1996 was $76.8 million,
attributable in substantial part to the costs of developing its proprietary
technology.  To achieve profitability, NCT must, independently and with
strategic allies, successfully develop, manufacture, introduce and market its
products in commercial quantities and receive fees and royalties from licensing
its proprietary technology.

         LIMITED REVENUES.  Although the Company has engaged in marketing
activities with regard to the sale or licensing of electronic systems for
Active Wave Management(TM) including systems that electronically reduce noise
and vibration based upon prototypes of such systems, its operating revenues
from inception through June 30, 1996, have been limited, aggregating
$8.4 million from the sale of such systems, $10.7 million from the
licensing of technology relating to such systems and $20.6 million from the
performance of engineering and development services, respectively.  Although
the Company has begun commercial sales of active noise attenuation and other
products in a limited number of applications, significant further development
will be necessary before many of the Company's potential products will achieve
expected commercial end-use applications.

         MATERIAL DEPENDENCE UPON CERTAIN PATENT RIGHTS; UNCERTAIN PROPRIETARY
PROTECTION.  No assurance can be given as to the range or degree of protection
any patent issued to, or licensed by, the Company  will afford or that such
patents or licenses will provide protection that has commercial significance or
will provide competitive advantages for the Company's products.  No assurance
can be given that the Company's owned or licensed patents will afford
protection against competitors with similar technology, or that others will not
obtain patents claiming aspects similar to those covered by the Company's owned
or licensed patents or patent applications.  No assurance exists that the
Company's owned or licensed patents will not be challenged by third parties,
invalidated, rendered unenforceable or designed around. Furthermore, there can
be no assurance that any pending patent applications or



                                                                              10
<PAGE>   12
applications filed in the future will result in the issuance of a patent.
The invalidation or expiration of patents owned or licensed by the Company and
believed by the Company to be commercially significant could permit increased
competition, with potential adverse effects on the Company and its business
prospects.  Although the Company intends to file for extensions to certain
patents, the Company can make no assurances that the U.S. or foreign government
patent authorities will grant such extensions.

         The Company has conducted only limited patent searches and no
assurances can be given that patents do not exist or will not be issued in the
future that would have an adverse effect on the Company's ability to market its
products or maintain its competitive position with respect to its products.
Substantial resources may be required to obtain and defend patent rights to
protect present and future technology of the Company.

         There has been a claim challenging the use of one of the Company's
trademarks and an interference proceeding has been initiated with respect to
one of the Company's patent applications.  There has also  been an inquiry
regarding the product design configuration of one of the Company's products as
it relates to a patent held by another company.  The Company believes that such
claims and inquiry are without merit and intends to oppose them vigorously.
Moreover, if such inquiry proves to have any merit, the Company believes it
could, without significant cost, modify its product design configuration so as
to avoid infringement.  The Company does not believe that any damages or costs
it may incur as a result of such claims or inquiry would have a material
adverse effect on the financial condition of the Company.

         The Company's policy is to enter into confidentiality agreements with
all of its executive officers, key technical personnel and advisors, but no
assurances can be made that Company know-how, inventions and other secret or
unprotected intellectual property will not be disclosed to third parties by
such persons.

         RAPID TECHNOLOGICAL CHANGE.  Active Wave Management(TM) is an evolving
industry, characterized by rapid technological change. The Company intends to
engage continually in research and development activities, including the
improvement of current products and development of new products.  There can be
no assurance, however, that active noise and vibration attenuation or other
applications of Active Wave Management(TM) will be accepted by the commercial
marketplace, that the introduction of new products or the development of new
technologies by others will not render the Company's products obsolete or
unmarketable, or that the Company will be able to hire and retain adequate
research personnel or be able to finance research activities in this regard.

         RELIANCE UPON STRATEGIC ALLIANCES; COMMERCIAL ACCEPTANCE OF
END-PRODUCTS. The Company and certain of its wholly owned subsidiaries have
entered into agreements to establish strategic alliances related to the design,
development, manufacture, marketing and distribution of  its electronic systems
and products containing such systems. These agreements generally provide that
the Company license its technology and contribute a nominal amount of initial
capital and that the other party provide substantially all of the funding to
support the alliance.  In exchange for this funding, the other party generally
receives a preference in the distribution of cash and/or profits or royalties
from these alliances until such time as the support funding, plus an "interest"
factor in some instances, is recovered.  At June 30, 1996, there were no
preferred distributions due to joint venture partners from future profits of
the joint ventures.

         The Company conducts its marketing efforts primarily by identifying
specific market segments for active noise and vibration attenuation and other
Active Wave Management (TM) products and,



                                                                              11
<PAGE>   13
thereafter, seeking to establish strategic alliances with major domestic and
international business concerns to support product development, and to
manufacture and distribute products for such market segments.  The Company's
ability to enter into new markets is materially dependent upon determinations
by such concerns that the Company's products are suitable for use in their
respective end-products, and on the ability and willingness of those concerns
to market such products successfully.  During 1995 and the first quarter of
1996, active headset product sales did not increase at the rate previously
anticipated and orders for active vehicular mufflers, kitchen exhaust and HVAC
fan quieting systems and industrial headsets were not received at volumes or
within time frames that had been anticipated by the Company.

         The Company arranges for the supply of actuators, integrated circuits
and other electronic components for its active control systems through
alliances with manufacturers the Company believes will serve as dependable
sources of supply.  The Company makes no assurances that these concerns will
meet the Company's and its customers' needs for quality components in
sufficient quantities at commercially reasonable prices.

         CUMULATIVE LOSSES IN JOINT VENTURES.  When the Company's share of
cumulative losses in a strategic alliance exceeds its investment and the
Company has no obligation to fund such additional losses, the Company suspends
applying the equity method of accounting for its investment in such alliance.
The aggregate amount of losses in the Company's strategic alliances in excess
of the Company's investments which has not been recorded was zero at June 30,
1996.  The Company will not be able to record any equity in income with respect
to an entity until its share of future profits is sufficient to recover any
cumulative losses that have not previously been recorded.

         DEPENDENCE UPON EXECUTIVE OFFICERS AND OTHER KEY PERSONNEL. The
Company's operations are, and for the proximate future will be, materially
dependent upon the efforts of its executive officers and key technical
employees, all of whom serve the Company on a full-time basis but none of whom
are contractually obligated to remain in the Company's employ for any material
term.  Moreover, the Company's growth and expansion into new product
applications could require additional expertise in areas such as manufacturing,
marketing and distribution, which would place increased demands on the
Company's resources and would require the addition of new personnel and the
development of additional expertise by existing personnel.  Certain academic
consultants serve the Company on a part-time basis, and could terminate their
relationship with the Company at any time.

         Certain employees and consultants of the Company have been  approached
by the Company's competitors, and no assurances can be given that the
competition will not successfully recruit such personnel.  The loss of key
personnel or the failure to recruit necessary additional personnel could impede
the achievement of the Company's development, commercialization and marketing
objectives.

         AGREEMENTS WITH RELATED PARTIES; COMMISSIONS AND EXCLUSIVE
DISTRIBUTORSHIPS.  In 1993 the Company entered into four agreements with
QuietPower Systems, Inc. ("QPS") (formerly Active Acoustical Solutions, Inc.)
and in 1994 entered into a fifth agreement with QPS.  QPS is 33% owned by
Environmental Research Information, Inc. ("ERI") and 2% owned by Jay M. Haft,
Co-Chairman and Chief Executive Officer of the Company.  Michael J. Parrella,
President of the Company owns approximately 12% of the outstanding capital of
ERI and Mr. Haft shares investment control over an additional 24% of the
outstanding capital of ERI.  Under these agreements, QPS is given rights to
market certain of the Company's products and technologies to electric and/or
natural gas utilities and for use in or with feeder bowls.  In one of these
agreements, QPS's rights are on an exclusive basis so long as QPS meets certain
performance criteria relating to marketing efforts and sales performance.
Under one of these agreements, QPS is entitled to receive a sales commission
equal to 129% of QPS's marketing



                                                                              12
<PAGE>   14
expenses attributable to the marketing of the products in question, which
expenses are to be deemed to be the lesser of QPS's actual expenses or 35% of
the revenues received by the Company from the sale of such products.
Commissions and fees  payable under all of the other agreements are in
accordance with the Company's standard terms and conditions and do not exceed
6%.  As of the date of this Prospectus, the Company has not been required to
pay any commissions to QPS under these agreements. 

         In March 1995, the Company entered into a Master Agreement with QSI
under which QSI was granted an exclusive worldwide license under certain NCT
patents and technical information to market, sell and distribute transformer
quieting products, turbine quieting products and certain other products in the
utility industry.  Under the Master Agreement, QSI is to fund development of
the products by the Company and the Company is to manufacture the products.
However, QSI may obtain the right to manufacture the products under certain
circumstances including NCT's failure to develop the products or the failure of
the parties to agree on certain development matters.  In consideration of the
rights granted under the Master Agreement, QSI is to pay the Company a royalty
of 6% of the gross revenues received from the sale of the products and 50% of
the gross revenues received from sublicensing the rights granted to QSI under
the Master Agreement after QSI has recouped 150% of the costs incurred by QSI
in the development of the products in question.  The Company is obligated to
pay similar royalties to QSI on its sale of the products and the licensing of
rights covered under the Master Agreement outside the utility industry and from
sales and licensing within the utility industry in the Far East.  In addition
to the foregoing royalties, QSI is to pay an exclusivity fee to the Company of
$750,000; $250,000 of which QSI paid to the Company in June 1994.  The balance
is payable in equal monthly installments of $16,667 beginning in April 1995.
QSI's exclusive rights become non-exclusive with respect to all products if it
fails to pay any installment of the exclusivity fee when due and QSI loses such
rights with respect to any given product in the event it fails to make any
development funding payment applicable to that product.  The Master Agreement
supersedes all other agreements relating to the products covered under the
Master Agreement, including those agreements between  the Company and QSI
described above.

         Immediately following the execution to the Master Agreement, the
Company and QSI entered into a letter agreement providing for the termination
of the Master Agreement at the Company's election if QSI did not pay
approximately $500,000 in payables then owed to the Company by May 15, 1995.

         In April 1995, the Company and QSI entered into another letter
agreement under which QSI agreed to forfeit and surrender the five year warrant
to purchase 750,000 shares of the Company's Common Stock issued to QSI under
the first Marketing Agreement described above.  In addition, the $500,000
balance of the exclusivity fee provided for under the Master Agreement was
reduced to $250,000 to be paid in 30 monthly installments of $8,333 each and
the payment of the indebtedness to be paid under the letter agreement described
in the proceeding paragraph was revised to be the earlier of May 15, 1996, or
the date of closing of a financing of QSI in an amount exceeding $1.5 million,
whichever first occurs.  Such indebtedness was to be evidenced by a promissory
note, non-payment of which would constitute an event of termination under the
Master Agreement.

         In May 1996, the Company and QSI entered into a third letter agreement
which revised the payment schedules for QSI's payment to the Company of the
balance of the exclusivity fee and the outstanding indebtedness for other
amounts owed the Company.  Under this letter agreement, if QSI does not pay the
full amount of arrearages in the payment of the exclusivity fee by June 15,
1996 or defaults in the timely payment of any installment of the other
indebtedness, the Master Agreement and all rights granted to QSI thereunder
terminate.  The letter agreement also amends certain provisions concerning



                                                                              13
<PAGE>   15
royalties and administrative matters which should not materially adversely
effect the Company's economic rights under the Master Agreement.  As of the
date of this Prospectus, QSI has paid the full amount of such exclusivity fee
arrearages and has not defaulted in the timely payment of any amounts that have
become due and payable under the other indebtedness.

         The Company believes that the terms of its agreements with QSI are
comparable to those that it could have negotiated with other persons or
entities.

         COMPETITION.  The Company is aware of a number of direct competitors
in the field of active noise and vibration attenuation.  Indirect competition
also exists in the field of passive sound and vibration attenuation.  The
primary bases of competition for each product or potential product of the
Company are the cost of an active system and its system performance measured by
the level of noise or vibration attenuation compared to the cost and
performance of an alternative active or passive solution for the problem in
question.  At the present time passive solutions generally are less expensive
than active solutions, although passive solutions do not provide as great a
level of sound attenuation at the more harmful lower frequencies.  The
Company's principal known competitors in active control systems are Andrea
Electronics Corporation, Bose Corporation, Digisonix (a division of Nelson
Industries, Inc.), Hitachi, Ltd., Group Lotus PLC and Lotus Cars Limited, Lord
Corporation, Matsushita Electric Industrial Co., Ltd., Sennheiser Electronic
Corp., Sony Corporation, Toshiba Corp., Koss Corporation and Recoton, Inc.
among others.  To the Company's knowledge, each of such entities is pursuing
its own technology in active control systems, either on its own or in
collaboration with others, and has recently commenced attempts to exploit
commercially  such  technology.  The Company also believes that a number of
other large companies, such as the major domestic and foreign automobile and
appliance manufacturers, and aircraft parts suppliers and manufacturers, have
research and development efforts underway in active noise and vibration
control.  Many of these companies, as well as the Company's potential
competitors in the passive sound attenuation field and other entities that
could enter the active noise and vibration attenuation field as the industry
develops, are well established and have substantially greater management,
technical, financial, marketing and product development resources than the
Company.  In addition, the Company is aware that Andrea Electronics Corporation
is proceeding with the commercialization of in-wire noise cancellation with one
or more major providers of telephone services.  The Company also believes that
a number of major telecommunications and other electronics companies such as
AT&T Corporation, Texas Instruments Inc. and Motorola Inc. are or may be
developing in wire noise cancellation and electronic speech filtering
technologies similar to those being developed and commercialized by the
Company.  The Company is unable to determine at the present time what impact
such efforts might have on the Company's ability to successfully commercialize
its in-wire technology for use in telephones and other communications
applications.

         POSSIBLE NEED FOR ADDITIONAL FINANCING.  Historically, the Company
financed its operations through public and private placements of equity and
through the exercise of options and warrants granted to directors, employees
and others, as well as with license fees and research and development funding
from its strategic allies.  The cash raised from the April 1996 Private
Placement and the August 1996 Private Placement, the exercise of warrants and 
options including the options granted to the three institutional investors in
the April 1996 Private Placement, the funding derived from forecasted 
technology license fees, royalties and product sales and engineering
and development revenue, the operating cost savings from the reduction in
employees and reduced capital expenditures should be sufficient to sustain the
Company's anticipated future level of operations into 1997.  However, the
current available funds are not sufficient to sustain the Company for the next
twelve months.  The period during 1997 through which the Company can be
sustained is dependent upon the level of realization of funding from license
fees, royalties and product sales and engineering and development income and
the achievement of the operating cost savings from the events described above,
all of which are presently uncertain.



                                                                              14
<PAGE>   16
         Success in generating technology licensing fees, royalties and
product sales are significant and critical to the Company's ability to overcome
its present financial difficulties.  In January 1996, the Company adopted a
plan that management believes should generate sufficient funds for the Company
to continue its operations into 1997.  The Company cannot predict whether it
will be successful in obtaining market acceptance of its new products or in
completing its current negotiations with respect to licenses and royalty
revenues.  If, during the course of 1996, management of the Company determines
that it will be unable to meet or exceed the plan referred to above, the
Company will consider fund raising alternatives.  The Company's ability to
raise additional capital through sales of common stock will be severely limited
until the termination of the one year restriction on further equity financing
undertaken by the Company in connection with the sale of common stock and
convertible term notes to three institutional investors in the April 1996
Private Placement.  The Company will monitor its performance against the plan
on a monthly basis and, if necessary, reduce its level of operations
accordingly.  The Company believes that the plan discussed above constitutes a
viable plan for the continuation of the Company's business into 1997.

         There can be no assurance that additional funding will be provided  by
technology license fees, royalties and product sales and engineering and
development revenue.  In that event, the Company would have to further and
substantially cut back its level of operations in order to conserve cash.
These reductions could have an adverse effect on the Company's relations with
its strategic partners and customers.  Uncertainty exists with respect to the
adequacy of current funds to support the Company's activities until positive
cash flow from operations can be achieved, and with respect to the availability
of financing from other sources to fund any cash deficiencies.

         POSSIBLE PUBLIC SALES OF COMMON STOCK.  On October 6, 1992, the
Company adopted a stock option plan (the "1992 Plan") covering 6,000,000 shares
of the Company's Common Stock and providing for the grant of options to
purchase Common Stock of the Company and awards of restricted common stock to
employees, officers and directors of the Company. The 1992 Plan was approved by
the stockholders at the 1993 Annual Meeting of Stockholders following which
said 6,000,000 shares were registered under the Securities Act.  An amendment
to the 1992 Plan adopted by the Option Committee on November 8, 1995, and
approved by the stockholders at the 1996 Annual Meeting of Stockholders (the
"1996 Annual Meeting"), increased the number of shares of Common Stock covered
by the 1992 Plan to 10,000,000 shares and added active consultants to the
Company as persons who are eligible to participate under the 1992 Plan.  The
Company has reserved 10,000,000 shares of Common Stock for issuance upon the
exercise of options granted under the 1992 Plan and for issuance upon the grant
of restricted stock awards under the 1992 Plan. 6,000,000 of such shares are
registered under the Securities Act, and the Company also intends to register
the



                                                                              15
<PAGE>   17
additional 4,000,000 shares covered by the 1992 Plan under an amendment to the
1992 Plan approved at the 1996 Annual Meeting.  As of August 23, 1996, the
Company has granted options to purchase 5,631,043 shares of Common Stock which
are currently exercisable and 65,000 shares of restricted stock under the 1992
Plan.

         On November 15, 1994, the Company adopted and on May 8, 1995 and
November 8, 1995 amended the Directors Plan, pursuant to which options to
purchase in the aggregate 821,000 shares of Common Stock were granted to two
directors of the Company.  The Directors Plan was approved by the stockholders
at the Company's 1995 Annual Meeting of Stockholders as to options to purchase
in the aggregate 725,000 shares of Common Stock.  An amendment to the Directors
Plan adopted by the Board of Directors on November 8, 1995, and approved by the
stockholders at the 1996 Annual Meeting, increased the number of shares of
Common Stock covered by the Plan to 821,000 shares and made certain  minor
changes concerning the Plan's administration.  The Company has reserved 821,000
shares of Common Stock for issuance upon the exercise of the options granted
under the Directors Plan and intends to register such 821,000 shares under the
Securities Act.  As of July 18, 1996, the Company has granted options to
purchase 821,000 shares of  Common Stock which are currently exercisable under
the Directors Plan.
         
         In the April 1996 Private Placement, the Company sold 1,000,000
shares, in the aggregate, of its Common Stock to three institutional investors.
Contemporaneously, the Company sold secured convertible term notes in the
aggregate principal amount of $1,200,000 to those institutional investors and
granted them each an option to purchase an aggregate of $3,450,000 of
additional shares of the Company's Common Stock. The per share conversion price
under the notes and the exercise price under the options are equal to the price
received by the Company for the sale of such 1,000,000 shares subject to
certain adjustments. On August 13, 1996 the Company issued 13,403,130 shares,
in the aggregate, of its Common Stock in connection with the three institutional
investors' exercise of their options and conversion of their secured
convertible term notes and on August 22, 1996 the Company issued 350,000 shares
of its common stock to a financial consultant in partial consideration for
services rendered in conneciton with the April 1996 Private Placement.  In 
conjunction with the April 1996 Private Placement, the Company also agreed to 
file a registration statement with the Commission covering the applicable 
shares and to use its best efforts to have such registration statement 
declared effective by the Commission as soon as practicable.  The Company also 
has reserved up to 1,596,870 shares of Common Stock for issuance in payment of 
amounts payable by the Company to said investors in the event such 
registration statement does not become effective on a timely basis.  The 
Company intends to register all of such shares under the Securities Act.

         As of August 23, 1996, the Company has reserved 6,006,710 shares of
Common Stock for issuance upon the exercise of warrants and options granted
outside the 1992 Plan, the Directors Plan and the April 1996 Private Placement
all of which the Company plans to register under the Securities Act to the
extent they are not now so registered.

         At August 23, 1996, the weighted average exercise price for all
currently exercisable and outstanding warrants and options was $0.7842.

         On November 14, 1995, the Company sold 4,800,000 shares of Common
Stock and on August 29, 1996, the Company sold 1,753,968 shares of Common Stock
in two private placements to a Canadian institutional investor pursuant to
Regulation S under the Securities Act.  The Company also issued 87,698 shares
of its Common Stock, to a financial consultant in consideration for services
rendered in connection with the August 29, 1996, private placement.

         The possibility of the sale of the shares of Common Stock described in
the preceding six paragraphs, all of which the Company plans to register under
the Securities Act to the extent they are not now so registered or exempt from
the registration requirements of the Securities Act, may adversely
affect the market price of the Company's Common Stock.

         NASDAQ/NMS LISTING REQUIREMENTS; DISCLOSURE RELATING TO LOW-PRICED
STOCKS. The Company's Common Stock currently is quoted on the National
Association of Securities Dealers, Inc. Automated Quotation National Market
System ("NASDAQ/NMS").  The NASDAQ/NMS has adopted quantitative maintenance
criteria for continued listing by the NASDAQ/NMS under which a company is
required, among other things, to maintain net tangible assets of at least (i)
$2,000,000 if it has sustained losses from continuing operations and/or net
losses in two of its three most recent fiscal years or (ii) $4,000,000 if it
has sustained losses from continuing operations and/or net losses in three of
its four most recent fiscal years.  Failure of the Company to continue to meet
the maintenance requirements could result in the Common Stock losing its
NASDAQ/NMS designation.  The NASDAQ/NMS provides brokers and others with
immediate access to the best bid and asked prices and other information about


                                                                              16
<PAGE>   18
the Common Stock during each trading day.  If the Company were to lose its
NASDAQ/NMS designation, real-time price information for the Common Stock might
cease to be available.  As a result, a stockholder might find it more difficult
to dispose of, or to obtain accurate quotations as to the price of, the Common
Stock.  In addition, if the Company were to lose the NASDAQ/NMS designation,
the Common Stock might no longer qualify as a "margin security" as defined by
the Federal Reserve Board.

         If the Company were to lose its NASDAQ/NMS designation and, at any
time following the loss of such designation, did not have either (i)  net
tangible assets in excess of $2,000,000 or (ii) average revenue of at least
$6,000,000 for the last three years, the Common Stock could become subject to
the Commission's "penny stock" rules.  The penny stock rules impose additional
sales practice requirements on broker-dealers who sell securities designated as
penny stocks to persons other than established customers and certain types of
accredited investors.  For transactions covered by the penny stock rules, the
broker-dealer must make a special suitability determination for the purchaser
and must have received the purchaser's written consent to the transaction prior
to the sale.  The rules require the delivery, prior to the transaction, of a
disclosure schedule prepared by the Commission relating to the penny stock
market.  The rules also require disclosure by the broker-dealer of commissions
payable to both the broker-dealer and the registered representative and current
quotations for the securities.  If the broker-dealer is the sole market-maker
for the penny stock, the broker-dealer must disclose this fact and the
broker-dealer's presumed control over the market.  Finally, monthly statements
must be sent disclosing recent price information for the penny stock held in
the customer's account and information on the limited market in penny stocks.
The additional burdens imposed upon broker-dealers by the penny stock rules may
discourage broker-dealers from effecting transactions in penny stocks.  Thus,
if the Common Stock were to fall within the definition of a penny stock, the
liquidity of the Common Stock could be reduced and there could be a material
effect on the trading market for the Common Stock.

         POSSIBLE VOLATILITY OF COMMON STOCK.  The market prices for securities
of emerging and high-technology companies have historically been highly
volatile.  Future announcements concerning the Company or its competitors could
have a significant impact on the market price of the Common Stock.

         BLANK CHECK PREFERRED STOCK.  The Board of Directors has total
discretion in the issuance and the determination of the rights and privileges
of any shares of Preferred Stock which might be issued in the future, which
rights and privileges may be detrimental to the holders of the Common Stock.
The Company is authorized to issue 10,000,000 shares of Preferred Stock none of
which has been designated to date.  The issuance of Preferred Stock in the
future could discourage or impede a tender offer, proxy contest or other
similar transaction involving a potential change in control of the Company,
which transaction might be viewed favorably by other shareholders.



                                                                              17
<PAGE>   19
                              SELLING STOCKHOLDERS

         The following table sets forth certain information with respect to the
Selling Stockholders.  The Company will not receive any proceeds from the sale
of the shares by the Selling Stockholders.

         Of the 821,000 shares of the Common Stock reserved for issuance under
the Directors Plan, 821,000 shares are available for issuance upon the exercise
of options to purchase shares of Common Stock granted to persons who may be
deemed "Affiliates" of the Company as that term is defined under the Securities
Act.  

EDIT TABLE

<TABLE>
<CAPTION>
                                                  Beneficial Ownership       Number of         Beneficial Ownership of
                                                      of Shares of           Shares of         Shares of Common Stock
      Name of         Relationship with             Common Stock at         Common Stock         After Giving Effect
 Selling Stockholder  the Company                  August 23, 1996 (1)   Offered For Sale (1)      to Proposed Sale (1)
 ===================  =================           ===================  ====================    =======================
 <S>                  <C>                              <C>                    <C>                       <C>
 Jay M. Haft          Chairman of the Board            1,207,000              538,500                   668,500
                      and Director

 Alastair Keith       Director                           297,500              282,500                    15,000
                                                       ---------              -------                   -------
      Total                                            1,504,500              821,000                   683,500
                                                       =========              =======                   =======
</TABLE>


(1) Includes shares issuable upon exercise of non-contingent, currently
outstanding options and warrants.










                                                                              18
<PAGE>   20
                                 LEGAL MATTERS

         Matters relating to the legality of the shares of Common Stock being
offered by this Prospectus have been passed upon for the Company by John B.
Horton, Esq., Senior Vice President, General Counsel and Secretary of the
Company.  As of August 23, 1996, Mr. Horton owned 30,000 shares of Common Stock,
including 20,000 shares subject to acquisition upon the exercise of currently
exercisable warrants, none of which are being offered by this Prospectus.  In
addition, Mr. Horton has been granted currently exercisable options to
purchase 489,417 shares of Common Stock under the 1992 Plan none of which are
offered hereby.


                                    EXPERTS

         The consolidated financial statements of the Company at and for the
year ended December 31, 1994 and 1995 the related financial statement schedule
incorporated into this Registration Statement by reference to the Company's
Annual Report on Form 10-K for the fiscal year ended December 31, 1995, as
amended by Amendment Nos. 1, 2, 3, 4 and 5 thereto on the Company's five Form
10K/A's filed respectively on April 29, 1996, May 8, 1996, May 24, 1996, June
11, 1996 and June 13, 1996 have been audited by Richard A. Eisner & Company,
LLP, Independent Certified Public Accountants, as set forth in their reports
included therein (which contains an explainatory paragraph relating to the
Company's ability to continue as a going concern) and have been so incorporated 
in reliance upon such reports given upon the authority of such firm as experts 
in auditing and accounting.

         The consolidated financial statements of the Company at and for the
year ended December 31, 1993 and the related financial statement schedules
incorporated into this Registration Statement by reference to the Company's
Annual Report on Form 10-K for the fiscal year ended December 31, 1995, as
amended by Amendment Nos. 1, 2, 3, 4 and 5 thereto on the Company's five Form
10K/A's filed respectively on April 29, 1996, May 8, 1996, May 24, 1996, June
11, 1996 and June 13, 1996, have been audited by Coopers and Lybrand L.L.P.,
Independent Accountants, as set forth in their reports included therein and
have been so incorporated in reliance upon such reports given upon the
authority of such firm as experts in auditing and accounting.  The report of
Coopers & Lybrand, L.L.P. contains a paragraph which emphasizes certain
uncertainties arising subsequent to the date of their original report which are
disclosed in the Company's Form 10-K for the year ended December 31, 1995
incorporated by reference herein and in "Risk Factors" included elsewhere in
this registration statement.







                                                                              19
<PAGE>   21
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT



ITEM 3.       INCORPORATION OF DOCUMENTS BY REFERENCE

              The following documents which have been filed previously with the
Securities and Exchange Commission (the "Commission") by Noise Cancellation
Technologies, Inc. (the "Company") (Commission File No. 0-18267) pursuant to
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are
incorporated herein by reference:

              (a)         the Company's Annual Report on Form 10-K for the year
ended December 31, 1995 (including Amendment No. 1 thereto filed on April 29,
1996, Amendment No. 2 thereto filed on May 8, 1996, Amendment No. 3 thereto
filed on May 24, 1996, Amendment No. 4 thereto filed on June 11, 1996 and
Amendment No. 5 thereto filed on June 13, 1996);

              (b)         the Company's Quarterly Reports on Form 10-Q for the
quarterly periods ended March 31, 1996 and June 30, 1996; and

              (c)         the description of capital stock found in Item 1 of
the Company's Registration Statement on Form 8-A filed with the Commission on
January 30, 1990.

              All documents filed with the Commission subsequent to the date of
this Registration Statement pursuant to Sections 13(a), 13(c), 14 or 15(d) of
the Exchange Act, prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities remaining unsold, shall be deemed to be incorporated by reference
into this Registration Statement and to be a part hereof from the date of
filing of such documents with the Commission.

ITEM 4.       DESCRIPTION OF SECURITIES

              The Company's Common Stock is registered under Section 12(g) of
the Exchange Act.

ITEM 5.       INTERESTS OF NAMED EXPERTS AND COUNSEL

              John B. Horton, Senior Vice President, General Counsel and
Secretary of the Company, has passed on the legality of the Common Stock
offered hereby for the Company. As of August 23, 1996, Mr. Horton owned 10,000
shares of Common Stock and currently exercisable warrants to purchase 20,000
shares of Common Stock, none of which are being offered hereby.  In addition,
Mr. Horton has been granted options to purchase 489,417 shares of Common Stock
under the 1992 Plan none of which are being offered hereby, all of which
options were exercisable as of or within 60 days of August 23, 1996.





                                      II-1
<PAGE>   22
ITEM 6.       INDEMNIFICATION OF OFFICERS AND DIRECTORS

Article IX of the Registrant's Certificate of Incorporation provides as
follows:

              (a)         Each person who was or is made a party or is
threatened to be made a party to or is involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative
(hereinafter a "proceeding"), by reason of the fact that he or she, or a person
of whom he or she is the legal representative, is or was a director or officer,
of the Corporation or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation or of a
partnership, joint venture, trust or other enterprise, including service with
respect to employee benefit plans, whether the basis of such proceeding is
alleged action in an official capacity as a director, officer, employee or
agent or in any other capacity while serving as a director, officer, employee
or agent, shall be indemnified and held harmless by the Corporation to the
fullest extent authorized by the Delaware General Corporation Law, as the same
exists or may hereafter be amended (but, in the case of any such amendment only
to the extent that such amendment permits the Corporation to provide broader
indemnification rights than said law permitted the Corporation to provide prior
to such amendment), against all expense, liability and loss (including
attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts
paid or to be paid in settlement) reasonably incurred or suffered by such
person in connection therewith and such indemnification shall continue as to a
person who has ceased to be a director, officer, employee or agent and shall
inure to the benefit of his or her heirs, executors and administrators;
provided, however, that, except as provided in paragraph (b) hereof, the
Corporation shall indemnify any such person seeking indemnification in
connection with a proceeding (or part thereof) initiated by such person only if
such proceeding (or part thereof) was authorized by the Board of Directors of
the Corporation.  The right to indemnification conferred in this Section shall
be a contract right and shall include the right to be paid by the Corporation
the expenses incurred in defending any such proceeding in advance of its final
disposition; provided, however, that, if the Delaware General Corporation Law
requires, the payment of such expenses incurred by a director or officer in his
or her capacity as a director or officer (and not in any other capacity in
which service was or is rendered by such person while a director or officer,
including, without  limitation, service to an employee benefit plan) in advance
of the final disposition of a proceeding, shall be made only upon delivery to
the Corporation of an undertaking, by or on behalf of such director or officer,
to repay all amounts so advanced if it shall ultimately be determined that such
director or officer is not entitled to be indemnified under this Section or
otherwise.  The Corporation may, by action of its Board of Directors, provide
indemnification to employees and agents of the Corporation with the same scope
and effect as the foregoing indemnification of directors and officers.

              (b)         If a claim under paragraph (a) of this Section is not
paid in full by the Corporation within thirty days after a written claim has
been received by the Corporation, the claimant may at any time thereafter bring
suit against the Corporation to recover the unpaid amount of the claim and, if
successful in whole or in part, the claimant shall be entitled to be paid also
the expense of prosecuting such claim.  It shall be a defense to any such
action (other than an action brought to enforce a claim for expenses incurred
in defending any proceeding in advance of its final disposition where the
required undertaking, if any is required, has been tendered to the





                                      II-2
<PAGE>   23
Corporation) that the claimant has not met the standards of conduct which make
it permissible under the Delaware General Corporation Law for the Corporation
to indemnify the claimant for the amount claimed, but the burden of proving
such defense shall be on the Corporation.  Neither the failure of the
Corporation (including its Board of Directors, independent legal counsel, or
its stockholders) to have made a determination prior to the commencement of
such action that indemnification of the claimant is proper in the circumstances
because he or she has met the applicable standard of conduct set forth in the
Delaware General Corporation Law, nor an actual determination by the
Corporation (including its Board of Directors, independent legal counsel, or
its stockholders) that the claimant has not met such applicable standard or
conduct, shall be a defense to the action or create a presumption that the
claimant has not met the applicable standard of conduct.

              (c)         The right to indemnification and the payment of
expenses incurred in defending a proceeding in advance of its final disposition
conferred in this Section shall not be exclusive of any right which any person
may have or hereafter acquire under any statute, provision of the Certificate
of Incorporation, by-law, agreement, vote of stockholders or disinterested
directors or otherwise.

              (d)         The Corporation may maintain insurance, at its
expense, to protect itself and any director, officer, employee or agent of the
Corporation or another corporation, partnership, joint venture, trust or other
enterprise against any such expense, liability or loss, whether or not the
Corporation would have the power to indemnify such person against such expense,
liability or loss under the Delaware General Corporation Law.

ITEM 7.       EXEMPTION FROM REGISTRATION CLAIMED

              Not applicable.

ITEM 8.       EXHIBITS

              The exhibits listed below are listed according to the number
assigned in the table in Item 601 of Regulation S-K.

<TABLE>
<CAPTION>
              Exhibit No.                                   Description of Exhibit
              -----------                                   ----------------------
                   <S>                     <C>
                   4                       Noise Cancellation Technologies, Inc. Option Plan
                                           for Certain Directors, as amended.

                   5                       Opinion of John B. Horton, Esq., Senior Vice President and
                                           General Counsel of the registrant, as to the legality of the
                                           Common Stock to which this Registration Statement
                                           relates.

                   23(a)                   Consent of Richard A. Eisner & Company, LLP.
</TABLE>





                                      II-3
<PAGE>   24
<TABLE>
<CAPTION>
              Exhibit No. (cont.)                  Description of Exhibit (cont.)
              -----------                          ----------------------        
                   <S>                     <C>
                   23(b)                   Consent of Coopers & Lybrand L.L.P.

                   23(c)                   Consent of John B. Horton, Esq. (contained in Exhibit 5).

                   24                      Powers of Attorney (see "Signatures").
</TABLE>

ITEM 9.       UNDERTAKINGS (NUMBERED AS IN ITEM 512 OF REGULATION S-K)

              The undersigned registrant hereby undertakes:

              (a)(1)      To file, during any period in which offers or sales
are being made, a post-effective amendment to this registration statement:

                          (i)     To include any prospectus required by section
              10(a)(3) of the Securities Act of 1933;

                          (ii)    To reflect in the prospectus any facts or
              event 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 the undertakings set forth in paragraphs (1)(i) and
(1)(ii) above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed by the registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in this registration
statement.

              (2)         That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

              (3)         To remove from registration by means of a
post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering.

              (b)         That for purposes of determining any liability under
the Securities Act of 1933, each filing of the registrant's annual report
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 that
is incorporated by reference in this registration statement shall be





                                      II-4
<PAGE>   25
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.

              (h)         That insofar as indemnification for liabilities
arising under the Securities Act of 1933 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 Securities and Exchange Commission such indemnification is against
public policy as expressed in the Act and is, therefore, unenforceable.  In the
event that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.


                                   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 Linthicum, Maryland, on
August 29, 1996.


                           NOISE CANCELLATION TECHNOLOGIES, INC.
                                      (Registrant)
                          
                          
                          
                           By       /s/ MICHAEL J. PARRELLA
                                   ------------------------------------
                                   (Michael J. Parrella, President)


         Each of the undersigned hereby appoints Michael J. Parrella,
President, Stephen J. Fogarty, Senior Vice President and Chief Financial
Officer, and John B. Horton, Senior Vice President, General Counsel and
Secretary, and each of them severally, his or her true and lawful attorneys to
execute (in the name of and on behalf of and as attorneys for the undersigned)
any and all amendments to this Registration Statement, and to file the same,
with all exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission.





                                      II-5
<PAGE>   26
         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>
         SIGNATURES                                CAPACITY                                   DATE
         ----------                                --------                                   ----
<S>                               <C>                                                    <C>
 /s/ MICHAEL J. PARRELLA          President (Principal Executive Officer)                  August 29, 1996
- -------------------------         and Director                                           -----------
     Michael J. Parrella

 /s/ STEPHEN J. FOGARTY           Senior Vice President and                                August 29, 1996
- -------------------------         Chief Financial Officer                                -----------
     Stephen J. Fogarty           (Principal Financial and         
                                  Accounting Officer)              


 /s/ JAY M. HAFT                  Chairman of the Board of Directors                       August 29, 1996
- -------------------------         and Director                                           -----------
     Jay M. Haft

 /s/ JOHN J. MCCLOY II            Director                                                 August 29, 1996
- -------------------------                                                                -----------
     John J. McCloy II

 /s/ ALASTAIR KEITH               Director                                                 August 29, 1996
- -------------------------                                                                -----------
     Alastair Keith

 /s/ SAMUEL A. OOLIE              Director                                                 August 29, 1996
- -------------------------                                                                -----------
     Samuel A. Oolie
</TABLE>





                                      II-6
<PAGE>   27
                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
                                                                                         Sequential
    Exhibit No.                       Description                                        Page Number
    -----------                       -----------                                        -----------
        <S>               <C>
        4                 Noise Cancellation Technologies, Inc. Option
                          Plan for Certain Directors, as amended.

        5                 Opinion of John B. Horton, Esquire,
                          Senior Vice President and General Counsel
                          of the registrant, as to the legality of the
                          Common Stock to which this Registration
                          Statement relates.

        23(a)             Consent of Richard A. Eisner & Company, LLP.

        23(b)             Consent of Coopers & Lybrand L.L.P.

        23(c)             Consent of John B. Horton, Esquire (contained
                          in Exhibit 5)

        24                Powers of Attorney (see "Signatures")
</TABLE>





                                      II-7
[{"type": "S-8", "sequence": "1", "description": "NCT FORM S-8.", "secsgml_size_bytes": 97555}]
{"company-data": {"conformed-name": "NOISE CANCELLATION TECHNOLOGIES INC", "cik": "0000722051", "assigned-sic": "3690", "irs-number": "592501025", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-11209", "film-number": "96624609"}, "business-address": {"street1": "1015 WEST NURSERY ROAD", "city": "LINTHICUM", "state": "NY", "zip": "21090", "phone": "4106368700"}, "mail-address": {"street1": "1025 WEST NURSERY RD", "city": "LINTHICUM", "state": "MD", "zip": "21090"}, "former-company": [{"former-conformed-name": "ION TECHNOLOGIES INC/NV", "date-changed": "19850512"}, {"former-conformed-name": "PRETORIA TECHNOLOGY INC", "date-changed": "19840404"}]}
1

As filed with the Securities and Exchange Commission on August 30, 1996
                                                       Registration No. 333-____
- --------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
            Registration Statement Under the Securities Act of 1933

- --------------------------------------------------------------------------------

                     NOISE CANCELLATION TECHNOLOGIES, INC.
             (Exact name of Registrant as specified in its charter)

         DELAWARE                                       59-2501025
(State or Other Jurisdiction of                         (I.R.S. Employer
Incorporation or Organization)                          Identification No.)

     1025 WEST NURSERY ROAD, LINTHICUM, MARYLAND 21090      (410) 636-8700
          (Address of Principal Executive Offices, including Zip Code)

    NOISE CANCELLATION TECHNOLOGIES, INC. OPTION PLAN FOR CERTAIN DIRECTORS
                            (Full title of the plan)

                              John B. Horton, Esq.
              Senior Vice President, General Counsel and Secretary
                     NOISE CANCELLATION TECHNOLOGIES, INC.
                  One Dock Street, Stamford, Connecticut 06902
                         (203) 961-0500, Extension 388
           (Name, address and telephone number of agent for service)

                        Calculation of Registration Fee
=======================================================================================================================
              Title of Securities                          Proposed Maximum     Proposed Maximum                  
                       to              Amount to be       Offering Price Per    Aggregate Offering       Amount of    
                  be Registered        Registered (1)            Share                Price           Registration Fee
- -----------------------------------------------------------------------------------------------------------------------
Common Stock        140,000 shares         $0.6875 (2)            $ 96,250              $ 33.19
                                       45,000 shares         $0.6563 (3)            $ 29,534              $ 10.18
                                       45,000 shares         $0.7188 (4)            $ 32,346              $ 11.16
                                      591,000 shares         $0.75   (5)            $443,250              $152.84
                                      --------------                                --------              -------
                     Totals           821,000 shares                                $601,380              $207.37
=======================================================================================================================
(1)     This Registration Statement also covers such additional shares
of Common Stock as may be issuable pursuant to adjustments deemed necessary or
equitable by the Board of Directors of the registrant upon changes in
capitalization, as provided in Section 11 of the Noise Cancellation
Technologies, Inc. Stock Incentive Plan.
         (2)     Exercise price for options granted under the Option Plan for
Certain Directors on February 15, 1995, and April 15, 1995. Fee calculated
pursuant to Rule 457(h).
         (3)     Exercise price for options granted under the Option Plan for
Certain Directors on June 15, 1995.  Fee calculated pursuant to Rule 457(h).
         (4)     Exercise price for options granted under the Option Plan for
Certain Directors on July 15, 1995.  Fee calculated pursuant to Rule 457(h).
         (5)     Exercise price for options granted under the Option Plan for
Certain Directors on November 8, 1995.  Fee calculated pursuant to Rule 457(h).
2
                                   PROSPECTUS

                                821,000 SHARES

                     NOISE CANCELLATION TECHNOLOGIES, INC.

                                  COMMON STOCK  

                                ----------------

         This offering consists of the resale of 821,000 shares of Common Stock
of Noise Cancellation Technologies, Inc. (the "Company") which are issuable
upon the exercise of outstanding options to purchase shares of Common Stock
(the "Option Shares") granted under the Noise Cancellation Technologies, Inc.
Stock Incentive Plan (the "Directors Plan")  to persons who may be deemed
"affiliates" of the Company, as that term is defined under the Securities Act
of 1933 (the "Securities Act"), all of which may be offered for sale by such
persons as Selling Stockholders (see "Selling Stockholders").  The proceeds, if
any, from the exercise of any such options will be added to the Company's
working capital.  The Company will not receive any of the proceeds from the
sale of Option Shares by the Selling Stockholders.

         The Company has been advised by the Selling Stockholders that there
are no underwriting arrangements with respect to the sale of the shares, that
such shares will be sold from time to time in public sales in the
over-the-counter market at then prevailing prices or at prices related to the
then current market price or in private transactions at negotiated prices.  The
shares may be sold through purchases by a broker or dealer as principal and
resale by such broker or dealer for its account pursuant to this Prospectus or
in ordinary brokerage transactions and transactions in which the broker
solicits purchasers.  In effecting sales, brokers or dealers engaged by the
Selling Stockholders may arrange for other brokers or dealers to participate.
Brokers or dealers will receive commissions or discounts from Selling
Stockholders in amounts to be negotiated immediately prior to the sale.  Such
brokers or dealers and any other participating brokers or dealers may be deemed
to be "underwriters" within the meaning of the Securities Act in connection
with such sales. (see "Selling Stockholders").

                                ----------------

            SEE "RISK FACTORS" ON PAGES 10 THROUGH 17 FOR CERTAIN INFORMATION
RELATING TO THE COMPANY AND THIS OFFERING.

                                ----------------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.

                                ----------------

         The Company's Common Stock is currently quoted on the NASDAQ National
Market System under the symbol NCTI.  The closing price for such Common Stock,
as quoted by NASDAQ, was $0.8750 per share on August 26, 1996.

                                ----------------

               THE DATE OF THIS PROSPECTUS IS AUGUST 30, 1996.
3
                             AVAILABLE INFORMATION

         The Company is subject to certain of the informational requirements of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files periodic reports and other information with the
Securities and Exchange Commission (the "Commission").  Reports, proxy and
information statements and other information filed by the Company can be
inspected and copied at the public reference facilities maintained by the
Commission at 450 Fifth Street, NW, Washington, DC 20549 and at the following
regional offices of the Commission:  Seven World Trade Center, Suite 1300,  New
York, New York 10048 and Suite 1400, Citicorp Center, 500 West Madison Street,
Chicago, Illinois 60611. Copies of such material can also be obtained from the
Public Reference Section of the Commission, 450 Fifth Street, NW, Washington,
DC 20549 at prescribed rates.

         The Company has filed with the Commission certain Registration
Statements under the Securities Act  with respect to the securities being
offered hereby.  This Prospectus does not contain all the information set forth
in the Registration Statements, certain parts of which are omitted in
accordance with the rules and regulations of the Commission.  For further
information, reference is hereby made to the Registration Statements.

                                ________________

         NO DEALER, SALESMAN, OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE
ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS IN CONNECTION WITH THIS OFFERING
OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY THE COMPANY.  THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A
SOLICITATION OF AN OFFER TO BUY, ANY SECURITIES OTHER THAN THE COMMON STOCK TO
WHICH IT RELATES OR A SOLICITATION TO ANY PERSON IN ANY JURISDICTION WHERE SUCH
AN OFFER OR SOLICITATION WOULD BE UNLAWFUL.  NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCE, CREATE
ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY
SINCE THE DATE HEREOF.

                                                                               2
4
                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following documents have been filed by the Company with the
Commission pursuant to the Exchange Act (File No.  0-18267) and are
incorporated herein by reference and made a part hereof:

         (1)     the Company's Annual Report on Form 10-K for the year ended
December 31, 1995, (including Amendment No. 1 thereto filed on April 29, 1996,
Amendment No. 2 thereto filed on May 8, 1996, Amendment No. 3 thereto filed on
May 24, 1996, Amendment No.  4 thereto filed on June 11, 1996 and Amendment No.
5 thereto filed on June 13, 1996);

         (2)     the Company's Quarterly Reports on Form 10-Q for the quarterly
periods ended March 31, 1996 and June 30, 1996; and

         (3)     the description of capital stock found in Item 1 of the
Company's Registration Statement on Form 8-A filed with the Commission on
January 30, 1990.

         All documents filed by the Company pursuant to Section 13(a), 13(c),
14 or 15(d) of the Exchange Act subsequent to the date of filing of this
Prospectus and prior to the termination of the offering of the Common Stock
covered by this Prospectus are deemed to be incorporated by reference and shall
be a part hereof from their respective dates of filing.

         Any statement contained in a document incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Prospectus to
the extent that a statement contained in this Prospectus or in any other
subsequently filed document which also is incorporated by reference herein
modifies or supersedes such statement.  Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.

         The Company will provide, without charge, to each person to whom a
copy of this Prospectus is delivered, upon written or oral request, a copy of
any and all of the information that has been incorporated by reference in this
Prospectus, but not including exhibits to such information unless such exhibits
are specifically incorporated by reference into the information that this
Prospectus incorporates.  Requests for copies of such information should be
directed to Krystyna Marushak, Investor Relations, Noise Cancellation
Technologies, Inc., One Dock Street, Stamford, Connecticut  06902, telephone
number (203) 961-0500, extension 391.

                                                                               3
5
                                  THE COMPANY

         Noise Cancellation Technologies, Inc. ("NCT" or the "Company")
believes it is the industry leader in the design, development, licensing,
production and distribution of electronic systems for Active Wave
Management(TM) including systems that electronically reduce noise and
vibration.  The Company's systems are designed for integration into a wide
range of products serving multi-billion dollar markets in the transportation,
manufacturing, commercial, consumer products and communications industries. The
Company began commercial application of its technology, with ten products sold
or currently being sold, including the NoiseBuster(TM) consumer headset, the
ProActive(TM) line of industrial/commercial active noise reduction headsets, an
aviation headset for pilots, an industrial muffler or "silencer" for use with
large vacuums and blowers, quieting headsets for patient use in magnetic
resonance imaging ("MRI") machines, an aircraft cabin quieting system and
quieting systems for heating, ventilation and air conditioning ("HVAC") ducts
("NoiseEater(TM)").

         In 1995, the Company introduced industrial headsets and its Adaptive
Speech Filter(TM) ("ASF(TM)"), which the Company believes will have wide
application in the communications and automotive industries.

         In keeping with the direction established in late 1994, during 1995
the Company began the active practice of marketing its technology through
licensing to third parties for fees and subsequent royalties.  In April 1995,
the Company licensed its aircraft cabin quieting technology exclusively to
Ultra Electronics, Ltd. ("Ultra") for a license fee and future royalties.  In
November 1995, the Company concluded negotiations with Walker Manufacturing
Company ("Walker"), a division of Tenneco Automotive, which resulted in the
restructuring of the Walker/NCT joint venture ("WNCT") and the licensing of
certain additional automotive related technology to Walker for a fee and future
royalties.

         In 1996, the Company plans to introduce additional products for the
communications marketplace, a silicon micro-machined microphone ("SMM"), which
may be used independently or in conjunction with noise reduction, and
additional industrial headset products.  The Company is also refining its
NoiseEater(TM)  product for introduction into international markets.  The
Company has entered into a joint venture with Applied Acoustic Research, L.L.C.
called OnActive Technologies, L.L.C. which is developing Flat Panel
Transducer(TM) ("FPT(TM)") systems utilizing TopDown Surround Sound(TM)
("TDSS(TM)") for automotive applications.

         In late 1995 the Company redefined its corporate mission to be the
worldwide leader in the advancement and commercialization of Active Wave
Management(TM) technology.  Active Wave Management(TM) is the electronic and
mechanical manipulation of sound or signal waves to reduce noise, improve
signal-to-noise ratio and/or enhance sound quality.  This redefinition is the
result of the development of new technologies, as previously noted, such as
ASF(TM), TDSS(TM), FPT(TM), and the SMM, which creates products that the
Company believes will be utilized in areas beyond noise attenuation and
control.  These technologies and products are consistent with the shift of the
Company's  focus to technology licensing fees, royalties and products that
represent near term revenue generation.  The redefinition of corporate mission
is reflected in the revised business plan which the Company began to implement
during the first quarter of 1996.

         As distribution channels are established and as product sales and
market acceptance and awareness of the commercial applications of Active Wave
Management(TM) build, revenues from technology licensing fees, royalties and
product sales are forecasted to fund an increasing share of the Company's

                                                                               4
6
requirements.  The funding from these sources, if realized, will reduce the
Company's dependence on engineering and development funding.

         Active Wave Management(TM) is an evolving industry.  The proportion of
the Company's operating revenues, including technology licensing fees, derived
from engineering and development services, is reflective of this fact. From the
Company's inception through June 30, 1996 approximately 21% of its
operating revenues  have come from the sale of products and 27% of its
operating revenues have come from licensing of the Company's technology, while
approximately 52% of its operating revenues have come from engineering and
development services.

         Active noise control offers many advantages over traditional passive
methods of noise control such as conventional mufflers, ear protectors and
acoustical padding.  Active noise control systems:  (i) generally reduce only
unwanted noise and permit desired sounds such as the human voice, music or
warning tones to pass freely, (ii) are more successful in attenuating low
frequency noise, (iii) contribute to energy savings and provide other economic
benefits in various applications, and (iv) generally are smaller and lighter.

         Active Wave Management(TM) is the utilization of active noise
attenuation technology and certain other technologies which results in the
electronic and mechanical manipulation of sound or signal waves to reduce
noise, improve signal-to-noise ratio and/or enhance sound quality.

         NCT believes that it has the leading position in Active Wave
Management(TM) technology, holding more patents and intellectual property than
any other firm in the field. The Company also has an exclusive license to
advanced technology for attenuating noise in a large space, such as the
interior of an aircraft or the passenger compartment of an automobile, using
multiple interactive sensors, such as microphones, and actuators, such as
speakers. Additionally the Company has expanded its portfolio by the
acquisition of various patents, including, in particular the purchase in 1994
of the intellectual property of Active Noise Vibration Technologies, Inc.

         The Company has entered into a number of strategic supply,
manufacturing and marketing alliances with leading global companies to
commercialize its technology.  These strategic alliances historically have
funded a majority of the Company's research and development, and provided the
Company with reliable sources of components, manufacturing expertise and
capacity, as well as extensive marketing and distribution capabilities. In
exchange for this funding, the other party generally received a preference in
the distribution of cash and/or profits or royalties from these alliances until
such time as the support funding, plus an "interest" factor in some instances,
is recovered.  NCT has established continuing relationships with Walker
Manufacturing Company ("Walker") (a division of Tennessee Gas Pipeline Company,
a wholly owned subsidiary of Tenneco, Inc.), AB Electrolux ("Electrolux"),
Foster Electric Company, Ltd. ("Foster"), Analog Devices, Inc. ("ADI"), Ultra
Electronics Ltd. ("Ultra"),Harris Corporation ("Harris"), The Charles Stark
Draper Laboratory, Inc. ("Draper"), Coherent Technologies, Inc. ("Coherent"),
Applied Acoustic Research, L.L.C.  ("AAR") and Hoover Universal, Inc.
("Hoover") (a wholly owned subsidiary of Johnson Controls, Inc.), among others,
in order to penetrate major markets more rapidly and efficiently, while
minimizing  the Company's own capital expenditures.  There have been
substantial changes to the terms governing certain of the foregoing
relationships as described below.

         In February 1995 the Company purchased from Foster the exclusive right
to manufacture headsets in the Far East.  Due to the acquisition by the Company
in 1994 of the sole ownership of Chaplin Patents Holding Co., Inc. ("CPH"),
neither the Company nor Foster  believed there was any necessity to continue
their supply joint venture, Foster/NCT Supply Ltd. ("FNS"). The Company and
Foster dissolved FNS.

                                                                               5
7
The Company and Foster remain active in the Far East through Foster/NCT
Headsets International, Ltd.  ("FNH") and NCT Far East, Inc.  ("NCTFE") which
are marketing and distribution alliances between the Company and Foster.
Foster produced six products for NCT in 1995.

         In March 1995, the Company and Ultra amended their teaming agreement
and concluded a licensing and royalty agreement for $2.6 million and a future
royalty of 1 1/2% of sales commencing in 1998.  Under the agreement, Ultra
acquired the Company's active aircraft quieting business based in Cambridge,
England, leased a portion of the Company's Cambridge facility and employed
certain of the Company's employees.

         On November 15, 1995, the Company and Walker executed a series of
related agreements (the "Restructuring Agreements") and concluded previously
noted negotiations with Tenneco Automotive and Walker regarding the Company's
commitment to help fund $4.0 million of product and technology development work
and the transfer of the Company's 50% interest in WNCT to Walker. The
Restructuring Agreements provided for the transfer of the Company's interest in
WNCT to Walker, the elimination of the Company's previously expensed obligation
to fund the remaining $2.4 million of product and technology development work,
the transfer to Walker of certain Company owned tangible assets related to the
business of WNCT, the expansion of certain existing technology licenses and the
Company's performance of certain research and development activities for Walker
at Walker's expense as to future activities.

         An important factor for the Company's continuing development is its
ability to recruit and retain key personnel. As of July 18, 1996, the Company
had 75 employees, including 32 engineers and technical staff.

         Among its engineering staff and consultants are several scientists and
inventors that the Company believes are preeminent in the active noise and
vibration control field worldwide. Consistent with the Company's revised
strategy to focus on near term product commercialization, technology licensing
fees and royalties, during 1995, the Company significantly reduced its work
force and consolidated substantially all of its corporate functions in
Maryland.

         The Company was incorporated in Nevada on May 24, 1983.  In April
1985, the Company moved its corporate domicile to Florida and assumed its
present name, and in January 1987, following the assumption of control of the
Company by the present management, it changed its state of incorporation to
Delaware.  NCT's executive offices, research and product development facilities
are located at 1025 West Nursery Road, Linthicum, Maryland 21090; telephone
number (410) 636-8700.  NCT maintains sales and marketing offices at One Dock
Street, Suite 300, Stamford, Connecticut 06902; telephone number (203)
961-0500.  The Company's European operations are conducted through its product
development and marketing facility in Cambridge, England.  NCT also maintains a
marketing facility in Tokyo, Japan.

                                                                               6
8
                      SUMMARY CONSOLIDATED FINANCIAL DATA

         The following should be read in conjunction with the consolidated
financial statements of the Company and the notes thereto and "Management's
Discussion and Analysis of Financial Condition and Results of Operations",
incorporated by reference into this Prospectus.  Operating results for the
six month period ended June 30, 1996, are not necessarily indicative of the
results that may be expected for the year ending December 31, 1996.
STATEMENT OF OPERATIONS DATA:
                                                                                                                              
                                                                  (IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
                                                                        YEARS ENDED DECEMBER  31,        
                                                  ------------------------------------------------------------
                                                     1991            1992         1993         1994     1995 
                                                  --------      ----------    ----------    --------   -------
STATEMENTS OF OPERATIONS DATA:                                                                          
 REVENUES                                                                                                
  Technology licensing fees and other               $1,742             $62           $60        $452    $6,580 
  Product Sales                                        610             740         1,728       2,337     1,589
  Engineering and development services               3,513           3,779         3,598       4,335     2,297
                                                  --------    ------------  ------------   ---------   -------
       Total revenues                               $5,865          $4,581        $5,386      $7,124   $10,466  
                                                  --------    ------------  ------------   ---------   -------
 COSTS AND EXPENSES:                                                                                     
  Cost of sales                                       $312            $608        $1,309      $4,073    $1,579 
  Cost of engineering and development services       2,705           2,748         2,803       4,193     2,340
  Selling, general and administrative                3,148           5,150         7,231       9,281     5,416
  Research and development                           1,445           4,214         7,963       9,522     4,776
  Interest (income) expense, net                        94           (169)         (311)       (580)      (49)
  Compensation expense-removal of                                                                        
  vesting condition                                    ---           7,442           ---         ---       ---
  Equity in net (income) loss of                                                                         
  unconsolidated affiliates                            ---             117      3,582(2)       1,824      (80)
  Other (income) expense, net                           54              89           ---         718       552
                                                  --------    ------------  ------------   ---------   -------
       Total costs and expenses                     $7,758         $20,199       $22,577     $29,031   $14,534  
                                                  --------    ------------  ------------   ---------   -------
  Loss before income taxes                        $(1,893)       $(15,618)     $(17,191)   $(21,907)  $(4,068)
  Income taxes                                         100             ---           ---         ---       ---
                                                  --------    -----------   ------------   ---------  --------
                                                                                                         
  Net loss                                        $(1,993)    $(15,618)(1)  $(17,191)(2)   $(21,907)  $(4,068)
                                                  ========    ===========   ============   =========  ========
  Weighted average number of common                                                                      
    shares outstanding(3)                           52,694          61,712        70,416      82,906    87,921  
                                                  ========    ============  ============   =========  ========
  Net loss per share                               $(0.04)      $(0.25)(1)    $(0.24)(2)     $(0.26)   $(0.05)  
                                                  ========    ============  ============   =========  ========
SIX MONTHS 
                                                        ENDED JUNE 30,
                                                  -----------------------
                                                    1995         1996  
                                                   -----    ------------
STATEMENTS OF OPERATIONS DATA:                
 REVENUES                                      
  Technology licensing fees and other               $3,225        $1,068
  Product Sales                                        688           692
  Engineering and development services               1,447           224
                                                  --------  ------------
       Total revenues                              $ 5,360        $1,984
                                                  --------  ------------
 COSTS AND EXPENSES:                           
  Cost of sales                                     $  595          $574
  Cost of engineering and development services       1,567           168
  Selling, general and administrative                3,318         2,325
  Research and development                           2,365         2,761 
  Interest (income) expense, net                      (15)            24
  Compensation expense-removal of              
  vesting condition                                    ---           ---
  Equity in net (income) loss of               
  unconsolidated affiliates                            ---            80
  Other (income) expense, net                          ---           ---
                                                  --------  ------------
       Total costs and expenses                    $ 7,830        $5,932
                                                  --------  ------------
  Loss before income taxes                        $(2,470)      $(3,948)
  Income taxes                                         ---           ---
                                                  --------  ------------
                                               
  Net loss                                        $(2,470)      $(3,948)
                                                  ========  ============
  Weighted average number of common            
    shares outstanding(3)                           86,215        94,468
                                                  ========  ============
  Net loss per share                               $(0.03)       $(0.04)
                                                  ========  ============
7
9
DECEMBER 31,                                  
                                            ---------------------------------------------------------------       June 30,
                                              1991        1992          1993           1994          1995           1996
                                            -------     -------        -------       --------      --------        -----
BALANCE SHEET DATA:
  Total assets                               $5,484     $15,771        $29,541        $12,371        $9,583          $7,638
  Total liabilities                           1,457       2,069          6,301          6,903         2,699           3,610
  Long-term debt                                  3         ---            ---            ---           105              75
  Accumulated deficit                      (14,065)    (29,682)       (46,873)       (68,780)      (72,848)        (76,796)
  Stockholders equity(4)                      4,027      13,702         23,239          5,468         6,884           4,028
  Working capital (deficiency)                1,971      11,038         19,990            923         1,734           (588)
(1)      Includes a one-time non-cash charge of $7,441,875 or $.12 per share
         for the year ended December 31, 1992, related to the removal of the
         vesting conditions to certain warrants. This charge removed any
         potential future charge to earnings related to such warrants.

(2)      In connection with the sale of Common Stock to Tenneco Automotive in
         December 1993, the Company recognized its share of cumulative losses
         not previously recorded with respect to its joint venture with Walker
         amounting to $3,581,682.

(3)      Does not include shares issuable upon the exercise of outstanding
         stock options, warrants and, where applicable in 1991, outstanding
         shares of Series A and Series B Convertible Preferred Stock, since
         their effect would be antidilutive.

(4)      The Company has never declared nor paid cash dividends on its Common
         Stock.

                                                                               8
10
                                  THE OFFERING

         This offering consists of the resale of 821,000 shares of Common Stock
which are issuable upon the exercise of outstanding options to purchase shares
of Common Stock (the "Option Shares") granted under the Directors Plan to
persons who may be deemed "affiliates" of the Company, as that term is defined
under the Securities Act, all of which may be offered for sale by such persons
as Selling Stockholders (see "Selling Stockholders").  The proceeds, if any,
from the exercise of any such options will be added to the Company's working
capital.  The Company will not receive any of the proceeds from the sale of the
Option Shares by the Selling Stockholders.

                                  RISK FACTORS

         The shares of Common Stock offered hereby represent a speculative
investment and entail elements of risk. The following factors, in addition to
the other information included or incorporated by reference herein, should be
carefully considered before any decision is made to purchase any of the shares
of Common Stock offered hereby.

         CURRENT FINANCIAL CONDITION; CASH POSITION; INADEQUACY OF CURRENTLY
AVAILABLE FUNDS TO SUSTAIN COMPANY; LIMITATION ON ABILITY TO SELL ADDITIONAL
COMMON STOCK.  Cash, cash equivalents and short-term investments amounted to
$0.9 million at June 30, 1996, decreasing from $1.8 million at December
31, 1995.  On April 10, 1996, the Company sold 1,000,000 shares in the
aggregate of its Common Stock in a private placement with three institutional
investors (the "April 1996 Private Placement").  Contemporaneously, the Company
sold secured convertible term notes in the aggregate principal amount of
$1,200,000 to those institutional investors and granted them each an option to
purchase an aggregate of $3,450,000 of additional shares of the Company's
Common Stock.  The per share conversion price under the notes and the exercise
price under the options are equal to the price received by the Company for the
sale of such 1,000,000 shares subject to certain adjustments, on August 13, 1996
the three institutional investors exercised their options and converted their
secured convertible term notes.  On August 29, 1996, the Company sold 1,753,968
shares of its Common Stock in a private placement with a Canadian institutional
investor (the "August 1996 Private Placement"). The cash raised from the  
April 1996 Private Placement and the August 1996 Private Placement, the
exercise of warrants and options including the options granted to the three
institutional investors in the April 1996 Private Placement, the funding
derived  from forecasted technology licensing fees and royalties, and product
sales and  engineering and development revenue income, the operating cost
savings from  the reduction in employees and reduced capital expenditures
should be  sufficient to sustain the Company's anticipated future level of
operations  into 1997.  However, the current available funds are not sufficient
to sustain  the Company for the next twelve months.  The period during 1997
through which  the Company can be sustained is dependent upon the level of
realization of  funding from technology license fees and royalties and product
sales and  engineering and development revenue and the achievement of the
operating cost  savings from the events described above, all of which are
presently uncertain. 

         Success in generating technology licensing fees, royalties and product
sales are significant and critical to the Company's ability to overcome its
present financial difficulties.  In January 1996, the Company adopted a plan
that management believes should generate sufficient funds for the Company to
continue its operations into 1997.  The Company cannot predict whether it will
be successful in obtaining market acceptance of its new products or in
completing its current negotiations with respect to licenses and royalty
revenues.  If, during the course of 1996, management of the Company determines
that it will be unable to meet or exceed the plan referred to above, the
Company will consider fund raising alternatives.

         As a condition to the sale of Common Stock and secured convertible
term notes to three institutional investors in the April 1996 Private Placement
the Company agreed not to sell any additional equity financing (including debt
financing with an equity component) without such investors' consent prior to
October 8, 1996 and granted the three institutional investors a right of first
refusal with respect to any such additional financing until April 10, 1997.  
The Company's ability to raise additional capital through sales of Common 
Stock will be severely limited until the termination of these restrictions on 
further equity financing.  The Company will monitor its performance against 
the plan on a monthly basis and, if necessary, reduce its level of operations 
accordingly.  The Company believes that the plan discussed above constitutes a 
viable plan for the continuation of the Company's business into 1997.

         There can be no assurance that additional funding will be provided by
technology license fees, royalties and product sales and engineering and
development revenue.  In that event, the Company would have to further and
substantially cut back its level of operations in order to conserve cash.
These reductions could have an adverse effect on the Company's relations with
its strategic partners and customers.  Uncertainty exists with respect to the
adequacy of current funds to support the Company's activities until positive
cash flow from operations can be achieved, and with respect to the availability
of financing from other sources to fund any cash deficiencies.

         The Company expects to continue as a going concern, which contemplates
continuity of operations, realization of assets and satisfaction of liabilities
in the ordinary course of business and its

                                                                               9
11
financial statements have been prepared on that basis.  This going concern
basis is dependent upon, among other things, the achievement of future
profitable operations and the ability to generate sufficient cash from
operations, public and private financings and other funding sources to meet its
obligations.  The uncertainties described in the preceding paragraph raise
substantial doubt at March 31, 1996, about the Company's ability to continue as
a going concern.  The Company's financial statements do not include any
adjustments relating to the recoverability of the carrying value of recorded
assets or the amount of liabilities that might result from the outcome of these
uncertainties.

         The Company has never declared nor paid dividends on its common stock
and has no present intention to do so.

         GOING CONCERN EMPHASIS PARAGRAPH IN ACCOUNTANTS' OPINION.  On March 8,
1996, Richard A. Eisner & Company, LLP issued its report on the Company's
consolidated financial statements as of and for the year ended December 31,
1995.  With respect to Note 15 to those financial statements, such report was
dated April 10, 1996.  The report of Richard A. Eisner & Company, LLP contains
a paragraph which emphasizes certain factors which are described in Note 1 to
the financial statements covered by the report.  This paragraph notes that such
factors raise substantial doubt as to the Company's ability to continue as a
going concern.  See "Experts-Report of Independent Auditors" below. 
Prospective investors are urged to read carefully the report of Richard A.
Eisner & Company, LLP as well as the consolidated financial statements of the
Company and the notes thereto, which are incorporated herein by reference to
Amendment No. 5 to the Company's Annual Report on Form 10-K for the year ended
December 31, 1995, filed on June 13, 1996.

         HISTORY OF OPERATING LOSSES AND ACCUMULATED DEFICIT.  The Company
incurred a net loss of $4.1 million for the year ended December 31, 1995, and
an additional net loss of $3.9 million for the six months ended June 30,
1996. The Company's accumulated deficit at June, 1996 was $76.8 million,
attributable in substantial part to the costs of developing its proprietary
technology.  To achieve profitability, NCT must, independently and with
strategic allies, successfully develop, manufacture, introduce and market its
products in commercial quantities and receive fees and royalties from licensing
its proprietary technology.

         LIMITED REVENUES.  Although the Company has engaged in marketing
activities with regard to the sale or licensing of electronic systems for
Active Wave Management(TM) including systems that electronically reduce noise
and vibration based upon prototypes of such systems, its operating revenues
from inception through June 30, 1996, have been limited, aggregating
$8.4 million from the sale of such systems, $10.7 million from the
licensing of technology relating to such systems and $20.6 million from the
performance of engineering and development services, respectively.  Although
the Company has begun commercial sales of active noise attenuation and other
products in a limited number of applications, significant further development
will be necessary before many of the Company's potential products will achieve
expected commercial end-use applications.

         MATERIAL DEPENDENCE UPON CERTAIN PATENT RIGHTS; UNCERTAIN PROPRIETARY
PROTECTION.  No assurance can be given as to the range or degree of protection
any patent issued to, or licensed by, the Company  will afford or that such
patents or licenses will provide protection that has commercial significance or
will provide competitive advantages for the Company's products.  No assurance
can be given that the Company's owned or licensed patents will afford
protection against competitors with similar technology, or that others will not
obtain patents claiming aspects similar to those covered by the Company's owned
or licensed patents or patent applications.  No assurance exists that the
Company's owned or licensed patents will not be challenged by third parties,
invalidated, rendered unenforceable or designed around. Furthermore, there can
be no assurance that any pending patent applications or

                                                                              10
12
applications filed in the future will result in the issuance of a patent.
The invalidation or expiration of patents owned or licensed by the Company and
believed by the Company to be commercially significant could permit increased
competition, with potential adverse effects on the Company and its business
prospects.  Although the Company intends to file for extensions to certain
patents, the Company can make no assurances that the U.S. or foreign government
patent authorities will grant such extensions.

         The Company has conducted only limited patent searches and no
assurances can be given that patents do not exist or will not be issued in the
future that would have an adverse effect on the Company's ability to market its
products or maintain its competitive position with respect to its products.
Substantial resources may be required to obtain and defend patent rights to
protect present and future technology of the Company.

         There has been a claim challenging the use of one of the Company's
trademarks and an interference proceeding has been initiated with respect to
one of the Company's patent applications.  There has also  been an inquiry
regarding the product design configuration of one of the Company's products as
it relates to a patent held by another company.  The Company believes that such
claims and inquiry are without merit and intends to oppose them vigorously.
Moreover, if such inquiry proves to have any merit, the Company believes it
could, without significant cost, modify its product design configuration so as
to avoid infringement.  The Company does not believe that any damages or costs
it may incur as a result of such claims or inquiry would have a material
adverse effect on the financial condition of the Company.

         The Company's policy is to enter into confidentiality agreements with
all of its executive officers, key technical personnel and advisors, but no
assurances can be made that Company know-how, inventions and other secret or
unprotected intellectual property will not be disclosed to third parties by
such persons.

         RAPID TECHNOLOGICAL CHANGE.  Active Wave Management(TM) is an evolving
industry, characterized by rapid technological change. The Company intends to
engage continually in research and development activities, including the
improvement of current products and development of new products.  There can be
no assurance, however, that active noise and vibration attenuation or other
applications of Active Wave Management(TM) will be accepted by the commercial
marketplace, that the introduction of new products or the development of new
technologies by others will not render the Company's products obsolete or
unmarketable, or that the Company will be able to hire and retain adequate
research personnel or be able to finance research activities in this regard.

         RELIANCE UPON STRATEGIC ALLIANCES; COMMERCIAL ACCEPTANCE OF
END-PRODUCTS. The Company and certain of its wholly owned subsidiaries have
entered into agreements to establish strategic alliances related to the design,
development, manufacture, marketing and distribution of  its electronic systems
and products containing such systems. These agreements generally provide that
the Company license its technology and contribute a nominal amount of initial
capital and that the other party provide substantially all of the funding to
support the alliance.  In exchange for this funding, the other party generally
receives a preference in the distribution of cash and/or profits or royalties
from these alliances until such time as the support funding, plus an "interest"
factor in some instances, is recovered.  At June 30, 1996, there were no
preferred distributions due to joint venture partners from future profits of
the joint ventures.

         The Company conducts its marketing efforts primarily by identifying
specific market segments for active noise and vibration attenuation and other
Active Wave Management (TM) products and,

                                                                              11
13
thereafter, seeking to establish strategic alliances with major domestic and
international business concerns to support product development, and to
manufacture and distribute products for such market segments.  The Company's
ability to enter into new markets is materially dependent upon determinations
by such concerns that the Company's products are suitable for use in their
respective end-products, and on the ability and willingness of those concerns
to market such products successfully.  During 1995 and the first quarter of
1996, active headset product sales did not increase at the rate previously
anticipated and orders for active vehicular mufflers, kitchen exhaust and HVAC
fan quieting systems and industrial headsets were not received at volumes or
within time frames that had been anticipated by the Company.

         The Company arranges for the supply of actuators, integrated circuits
and other electronic components for its active control systems through
alliances with manufacturers the Company believes will serve as dependable
sources of supply.  The Company makes no assurances that these concerns will
meet the Company's and its customers' needs for quality components in
sufficient quantities at commercially reasonable prices.

         CUMULATIVE LOSSES IN JOINT VENTURES.  When the Company's share of
cumulative losses in a strategic alliance exceeds its investment and the
Company has no obligation to fund such additional losses, the Company suspends
applying the equity method of accounting for its investment in such alliance.
The aggregate amount of losses in the Company's strategic alliances in excess
of the Company's investments which has not been recorded was zero at June 30,
1996.  The Company will not be able to record any equity in income with respect
to an entity until its share of future profits is sufficient to recover any
cumulative losses that have not previously been recorded.

         DEPENDENCE UPON EXECUTIVE OFFICERS AND OTHER KEY PERSONNEL. The
Company's operations are, and for the proximate future will be, materially
dependent upon the efforts of its executive officers and key technical
employees, all of whom serve the Company on a full-time basis but none of whom
are contractually obligated to remain in the Company's employ for any material
term.  Moreover, the Company's growth and expansion into new product
applications could require additional expertise in areas such as manufacturing,
marketing and distribution, which would place increased demands on the
Company's resources and would require the addition of new personnel and the
development of additional expertise by existing personnel.  Certain academic
consultants serve the Company on a part-time basis, and could terminate their
relationship with the Company at any time.

         Certain employees and consultants of the Company have been  approached
by the Company's competitors, and no assurances can be given that the
competition will not successfully recruit such personnel.  The loss of key
personnel or the failure to recruit necessary additional personnel could impede
the achievement of the Company's development, commercialization and marketing
objectives.

         AGREEMENTS WITH RELATED PARTIES; COMMISSIONS AND EXCLUSIVE
DISTRIBUTORSHIPS.  In 1993 the Company entered into four agreements with
QuietPower Systems, Inc. ("QPS") (formerly Active Acoustical Solutions, Inc.)
and in 1994 entered into a fifth agreement with QPS.  QPS is 33% owned by
Environmental Research Information, Inc. ("ERI") and 2% owned by Jay M. Haft,
Co-Chairman and Chief Executive Officer of the Company.  Michael J. Parrella,
President of the Company owns approximately 12% of the outstanding capital of
ERI and Mr. Haft shares investment control over an additional 24% of the
outstanding capital of ERI.  Under these agreements, QPS is given rights to
market certain of the Company's products and technologies to electric and/or
natural gas utilities and for use in or with feeder bowls.  In one of these
agreements, QPS's rights are on an exclusive basis so long as QPS meets certain
performance criteria relating to marketing efforts and sales performance.
Under one of these agreements, QPS is entitled to receive a sales commission
equal to 129% of QPS's marketing

                                                                              12
14
expenses attributable to the marketing of the products in question, which
expenses are to be deemed to be the lesser of QPS's actual expenses or 35% of
the revenues received by the Company from the sale of such products.
Commissions and fees  payable under all of the other agreements are in
accordance with the Company's standard terms and conditions and do not exceed
6%.  As of the date of this Prospectus, the Company has not been required to
pay any commissions to QPS under these agreements. 

         In March 1995, the Company entered into a Master Agreement with QSI
under which QSI was granted an exclusive worldwide license under certain NCT
patents and technical information to market, sell and distribute transformer
quieting products, turbine quieting products and certain other products in the
utility industry.  Under the Master Agreement, QSI is to fund development of
the products by the Company and the Company is to manufacture the products.
However, QSI may obtain the right to manufacture the products under certain
circumstances including NCT's failure to develop the products or the failure of
the parties to agree on certain development matters.  In consideration of the
rights granted under the Master Agreement, QSI is to pay the Company a royalty
of 6% of the gross revenues received from the sale of the products and 50% of
the gross revenues received from sublicensing the rights granted to QSI under
the Master Agreement after QSI has recouped 150% of the costs incurred by QSI
in the development of the products in question.  The Company is obligated to
pay similar royalties to QSI on its sale of the products and the licensing of
rights covered under the Master Agreement outside the utility industry and from
sales and licensing within the utility industry in the Far East.  In addition
to the foregoing royalties, QSI is to pay an exclusivity fee to the Company of
$750,000; $250,000 of which QSI paid to the Company in June 1994.  The balance
is payable in equal monthly installments of $16,667 beginning in April 1995.
QSI's exclusive rights become non-exclusive with respect to all products if it
fails to pay any installment of the exclusivity fee when due and QSI loses such
rights with respect to any given product in the event it fails to make any
development funding payment applicable to that product.  The Master Agreement
supersedes all other agreements relating to the products covered under the
Master Agreement, including those agreements between  the Company and QSI
described above.

         Immediately following the execution to the Master Agreement, the
Company and QSI entered into a letter agreement providing for the termination
of the Master Agreement at the Company's election if QSI did not pay
approximately $500,000 in payables then owed to the Company by May 15, 1995.

         In April 1995, the Company and QSI entered into another letter
agreement under which QSI agreed to forfeit and surrender the five year warrant
to purchase 750,000 shares of the Company's Common Stock issued to QSI under
the first Marketing Agreement described above.  In addition, the $500,000
balance of the exclusivity fee provided for under the Master Agreement was
reduced to $250,000 to be paid in 30 monthly installments of $8,333 each and
the payment of the indebtedness to be paid under the letter agreement described
in the proceeding paragraph was revised to be the earlier of May 15, 1996, or
the date of closing of a financing of QSI in an amount exceeding $1.5 million,
whichever first occurs.  Such indebtedness was to be evidenced by a promissory
note, non-payment of which would constitute an event of termination under the
Master Agreement.

         In May 1996, the Company and QSI entered into a third letter agreement
which revised the payment schedules for QSI's payment to the Company of the
balance of the exclusivity fee and the outstanding indebtedness for other
amounts owed the Company.  Under this letter agreement, if QSI does not pay the
full amount of arrearages in the payment of the exclusivity fee by June 15,
1996 or defaults in the timely payment of any installment of the other
indebtedness, the Master Agreement and all rights granted to QSI thereunder
terminate.  The letter agreement also amends certain provisions concerning

                                                                              13
15
royalties and administrative matters which should not materially adversely
effect the Company's economic rights under the Master Agreement.  As of the
date of this Prospectus, QSI has paid the full amount of such exclusivity fee
arrearages and has not defaulted in the timely payment of any amounts that have
become due and payable under the other indebtedness.

         The Company believes that the terms of its agreements with QSI are
comparable to those that it could have negotiated with other persons or
entities.

         COMPETITION.  The Company is aware of a number of direct competitors
in the field of active noise and vibration attenuation.  Indirect competition
also exists in the field of passive sound and vibration attenuation.  The
primary bases of competition for each product or potential product of the
Company are the cost of an active system and its system performance measured by
the level of noise or vibration attenuation compared to the cost and
performance of an alternative active or passive solution for the problem in
question.  At the present time passive solutions generally are less expensive
than active solutions, although passive solutions do not provide as great a
level of sound attenuation at the more harmful lower frequencies.  The
Company's principal known competitors in active control systems are Andrea
Electronics Corporation, Bose Corporation, Digisonix (a division of Nelson
Industries, Inc.), Hitachi, Ltd., Group Lotus PLC and Lotus Cars Limited, Lord
Corporation, Matsushita Electric Industrial Co., Ltd., Sennheiser Electronic
Corp., Sony Corporation, Toshiba Corp., Koss Corporation and Recoton, Inc.
among others.  To the Company's knowledge, each of such entities is pursuing
its own technology in active control systems, either on its own or in
collaboration with others, and has recently commenced attempts to exploit
commercially  such  technology.  The Company also believes that a number of
other large companies, such as the major domestic and foreign automobile and
appliance manufacturers, and aircraft parts suppliers and manufacturers, have
research and development efforts underway in active noise and vibration
control.  Many of these companies, as well as the Company's potential
competitors in the passive sound attenuation field and other entities that
could enter the active noise and vibration attenuation field as the industry
develops, are well established and have substantially greater management,
technical, financial, marketing and product development resources than the
Company.  In addition, the Company is aware that Andrea Electronics Corporation
is proceeding with the commercialization of in-wire noise cancellation with one
or more major providers of telephone services.  The Company also believes that
a number of major telecommunications and other electronics companies such as
AT&T Corporation, Texas Instruments Inc. and Motorola Inc. are or may be
developing in wire noise cancellation and electronic speech filtering
technologies similar to those being developed and commercialized by the
Company.  The Company is unable to determine at the present time what impact
such efforts might have on the Company's ability to successfully commercialize
its in-wire technology for use in telephones and other communications
applications.

         POSSIBLE NEED FOR ADDITIONAL FINANCING.  Historically, the Company
financed its operations through public and private placements of equity and
through the exercise of options and warrants granted to directors, employees
and others, as well as with license fees and research and development funding
from its strategic allies.  The cash raised from the April 1996 Private
Placement and the August 1996 Private Placement, the exercise of warrants and 
options including the options granted to the three institutional investors in
the April 1996 Private Placement, the funding derived from forecasted 
technology license fees, royalties and product sales and engineering
and development revenue, the operating cost savings from the reduction in
employees and reduced capital expenditures should be sufficient to sustain the
Company's anticipated future level of operations into 1997.  However, the
current available funds are not sufficient to sustain the Company for the next
twelve months.  The period during 1997 through which the Company can be
sustained is dependent upon the level of realization of funding from license
fees, royalties and product sales and engineering and development income and
the achievement of the operating cost savings from the events described above,
all of which are presently uncertain.

                                                                              14
16
         Success in generating technology licensing fees, royalties and
product sales are significant and critical to the Company's ability to overcome
its present financial difficulties.  In January 1996, the Company adopted a
plan that management believes should generate sufficient funds for the Company
to continue its operations into 1997.  The Company cannot predict whether it
will be successful in obtaining market acceptance of its new products or in
completing its current negotiations with respect to licenses and royalty
revenues.  If, during the course of 1996, management of the Company determines
that it will be unable to meet or exceed the plan referred to above, the
Company will consider fund raising alternatives.  The Company's ability to
raise additional capital through sales of common stock will be severely limited
until the termination of the one year restriction on further equity financing
undertaken by the Company in connection with the sale of common stock and
convertible term notes to three institutional investors in the April 1996
Private Placement.  The Company will monitor its performance against the plan
on a monthly basis and, if necessary, reduce its level of operations
accordingly.  The Company believes that the plan discussed above constitutes a
viable plan for the continuation of the Company's business into 1997.

         There can be no assurance that additional funding will be provided  by
technology license fees, royalties and product sales and engineering and
development revenue.  In that event, the Company would have to further and
substantially cut back its level of operations in order to conserve cash.
These reductions could have an adverse effect on the Company's relations with
its strategic partners and customers.  Uncertainty exists with respect to the
adequacy of current funds to support the Company's activities until positive
cash flow from operations can be achieved, and with respect to the availability
of financing from other sources to fund any cash deficiencies.

         POSSIBLE PUBLIC SALES OF COMMON STOCK.  On October 6, 1992, the
Company adopted a stock option plan (the "1992 Plan") covering 6,000,000 shares
of the Company's Common Stock and providing for the grant of options to
purchase Common Stock of the Company and awards of restricted common stock to
employees, officers and directors of the Company. The 1992 Plan was approved by
the stockholders at the 1993 Annual Meeting of Stockholders following which
said 6,000,000 shares were registered under the Securities Act.  An amendment
to the 1992 Plan adopted by the Option Committee on November 8, 1995, and
approved by the stockholders at the 1996 Annual Meeting of Stockholders (the
"1996 Annual Meeting"), increased the number of shares of Common Stock covered
by the 1992 Plan to 10,000,000 shares and added active consultants to the
Company as persons who are eligible to participate under the 1992 Plan.  The
Company has reserved 10,000,000 shares of Common Stock for issuance upon the
exercise of options granted under the 1992 Plan and for issuance upon the grant
of restricted stock awards under the 1992 Plan. 6,000,000 of such shares are
registered under the Securities Act, and the Company also intends to register
the

                                                                              15
17
additional 4,000,000 shares covered by the 1992 Plan under an amendment to the
1992 Plan approved at the 1996 Annual Meeting.  As of August 23, 1996, the
Company has granted options to purchase 5,631,043 shares of Common Stock which
are currently exercisable and 65,000 shares of restricted stock under the 1992
Plan.

         On November 15, 1994, the Company adopted and on May 8, 1995 and
November 8, 1995 amended the Directors Plan, pursuant to which options to
purchase in the aggregate 821,000 shares of Common Stock were granted to two
directors of the Company.  The Directors Plan was approved by the stockholders
at the Company's 1995 Annual Meeting of Stockholders as to options to purchase
in the aggregate 725,000 shares of Common Stock.  An amendment to the Directors
Plan adopted by the Board of Directors on November 8, 1995, and approved by the
stockholders at the 1996 Annual Meeting, increased the number of shares of
Common Stock covered by the Plan to 821,000 shares and made certain  minor
changes concerning the Plan's administration.  The Company has reserved 821,000
shares of Common Stock for issuance upon the exercise of the options granted
under the Directors Plan and intends to register such 821,000 shares under the
Securities Act.  As of July 18, 1996, the Company has granted options to
purchase 821,000 shares of  Common Stock which are currently exercisable under
the Directors Plan.
         
         In the April 1996 Private Placement, the Company sold 1,000,000
shares, in the aggregate, of its Common Stock to three institutional investors.
Contemporaneously, the Company sold secured convertible term notes in the
aggregate principal amount of $1,200,000 to those institutional investors and
granted them each an option to purchase an aggregate of $3,450,000 of
additional shares of the Company's Common Stock. The per share conversion price
under the notes and the exercise price under the options are equal to the price
received by the Company for the sale of such 1,000,000 shares subject to
certain adjustments. On August 13, 1996 the Company issued 13,403,130 shares,
in the aggregate, of its Common Stock in connection with the three institutional
investors' exercise of their options and conversion of their secured
convertible term notes and on August 22, 1996 the Company issued 350,000 shares
of its common stock to a financial consultant in partial consideration for
services rendered in conneciton with the April 1996 Private Placement.  In 
conjunction with the April 1996 Private Placement, the Company also agreed to 
file a registration statement with the Commission covering the applicable 
shares and to use its best efforts to have such registration statement 
declared effective by the Commission as soon as practicable.  The Company also 
has reserved up to 1,596,870 shares of Common Stock for issuance in payment of 
amounts payable by the Company to said investors in the event such 
registration statement does not become effective on a timely basis.  The 
Company intends to register all of such shares under the Securities Act.

         As of August 23, 1996, the Company has reserved 6,006,710 shares of
Common Stock for issuance upon the exercise of warrants and options granted
outside the 1992 Plan, the Directors Plan and the April 1996 Private Placement
all of which the Company plans to register under the Securities Act to the
extent they are not now so registered.

         At August 23, 1996, the weighted average exercise price for all
currently exercisable and outstanding warrants and options was $0.7842.

         On November 14, 1995, the Company sold 4,800,000 shares of Common
Stock and on August 29, 1996, the Company sold 1,753,968 shares of Common Stock
in two private placements to a Canadian institutional investor pursuant to
Regulation S under the Securities Act.  The Company also issued 87,698 shares
of its Common Stock, to a financial consultant in consideration for services
rendered in connection with the August 29, 1996, private placement.

         The possibility of the sale of the shares of Common Stock described in
the preceding six paragraphs, all of which the Company plans to register under
the Securities Act to the extent they are not now so registered or exempt from
the registration requirements of the Securities Act, may adversely
affect the market price of the Company's Common Stock.

         NASDAQ/NMS LISTING REQUIREMENTS; DISCLOSURE RELATING TO LOW-PRICED
STOCKS. The Company's Common Stock currently is quoted on the National
Association of Securities Dealers, Inc. Automated Quotation National Market
System ("NASDAQ/NMS").  The NASDAQ/NMS has adopted quantitative maintenance
criteria for continued listing by the NASDAQ/NMS under which a company is
required, among other things, to maintain net tangible assets of at least (i)
$2,000,000 if it has sustained losses from continuing operations and/or net
losses in two of its three most recent fiscal years or (ii) $4,000,000 if it
has sustained losses from continuing operations and/or net losses in three of
its four most recent fiscal years.  Failure of the Company to continue to meet
the maintenance requirements could result in the Common Stock losing its
NASDAQ/NMS designation.  The NASDAQ/NMS provides brokers and others with
immediate access to the best bid and asked prices and other information about

                                                                              16
18
the Common Stock during each trading day.  If the Company were to lose its
NASDAQ/NMS designation, real-time price information for the Common Stock might
cease to be available.  As a result, a stockholder might find it more difficult
to dispose of, or to obtain accurate quotations as to the price of, the Common
Stock.  In addition, if the Company were to lose the NASDAQ/NMS designation,
the Common Stock might no longer qualify as a "margin security" as defined by
the Federal Reserve Board.

         If the Company were to lose its NASDAQ/NMS designation and, at any
time following the loss of such designation, did not have either (i)  net
tangible assets in excess of $2,000,000 or (ii) average revenue of at least
$6,000,000 for the last three years, the Common Stock could become subject to
the Commission's "penny stock" rules.  The penny stock rules impose additional
sales practice requirements on broker-dealers who sell securities designated as
penny stocks to persons other than established customers and certain types of
accredited investors.  For transactions covered by the penny stock rules, the
broker-dealer must make a special suitability determination for the purchaser
and must have received the purchaser's written consent to the transaction prior
to the sale.  The rules require the delivery, prior to the transaction, of a
disclosure schedule prepared by the Commission relating to the penny stock
market.  The rules also require disclosure by the broker-dealer of commissions
payable to both the broker-dealer and the registered representative and current
quotations for the securities.  If the broker-dealer is the sole market-maker
for the penny stock, the broker-dealer must disclose this fact and the
broker-dealer's presumed control over the market.  Finally, monthly statements
must be sent disclosing recent price information for the penny stock held in
the customer's account and information on the limited market in penny stocks.
The additional burdens imposed upon broker-dealers by the penny stock rules may
discourage broker-dealers from effecting transactions in penny stocks.  Thus,
if the Common Stock were to fall within the definition of a penny stock, the
liquidity of the Common Stock could be reduced and there could be a material
effect on the trading market for the Common Stock.

         POSSIBLE VOLATILITY OF COMMON STOCK.  The market prices for securities
of emerging and high-technology companies have historically been highly
volatile.  Future announcements concerning the Company or its competitors could
have a significant impact on the market price of the Common Stock.

         BLANK CHECK PREFERRED STOCK.  The Board of Directors has total
discretion in the issuance and the determination of the rights and privileges
of any shares of Preferred Stock which might be issued in the future, which
rights and privileges may be detrimental to the holders of the Common Stock.
The Company is authorized to issue 10,000,000 shares of Preferred Stock none of
which has been designated to date.  The issuance of Preferred Stock in the
future could discourage or impede a tender offer, proxy contest or other
similar transaction involving a potential change in control of the Company,
which transaction might be viewed favorably by other shareholders.

                                                                              17
19
                              SELLING STOCKHOLDERS

         The following table sets forth certain information with respect to the
Selling Stockholders.  The Company will not receive any proceeds from the sale
of the shares by the Selling Stockholders.

         Of the 821,000 shares of the Common Stock reserved for issuance under
the Directors Plan, 821,000 shares are available for issuance upon the exercise
of options to purchase shares of Common Stock granted to persons who may be
deemed "Affiliates" of the Company as that term is defined under the Securities
Act.  

EDIT TABLE
Beneficial Ownership       Number of         Beneficial Ownership of
                                                      of Shares of           Shares of         Shares of Common Stock
      Name of         Relationship with             Common Stock at         Common Stock         After Giving Effect
 Selling Stockholder  the Company                  August 23, 1996 (1)   Offered For Sale (1)      to Proposed Sale (1)
 ===================  =================           ===================  ====================    =======================
Jay M. Haft          Chairman of the Board            1,207,000              538,500                   668,500
                      and Director

 Alastair Keith       Director                           297,500              282,500                    15,000
                                                       ---------              -------                   -------
      Total                                            1,504,500              821,000                   683,500
                                                       =========              =======                   =======
(1) Includes shares issuable upon exercise of non-contingent, currently
outstanding options and warrants.

                                                                              18
20
                                 LEGAL MATTERS

         Matters relating to the legality of the shares of Common Stock being
offered by this Prospectus have been passed upon for the Company by John B.
Horton, Esq., Senior Vice President, General Counsel and Secretary of the
Company.  As of August 23, 1996, Mr. Horton owned 30,000 shares of Common Stock,
including 20,000 shares subject to acquisition upon the exercise of currently
exercisable warrants, none of which are being offered by this Prospectus.  In
addition, Mr. Horton has been granted currently exercisable options to
purchase 489,417 shares of Common Stock under the 1992 Plan none of which are
offered hereby.

                                    EXPERTS

         The consolidated financial statements of the Company at and for the
year ended December 31, 1994 and 1995 the related financial statement schedule
incorporated into this Registration Statement by reference to the Company's
Annual Report on Form 10-K for the fiscal year ended December 31, 1995, as
amended by Amendment Nos. 1, 2, 3, 4 and 5 thereto on the Company's five Form
10K/A's filed respectively on April 29, 1996, May 8, 1996, May 24, 1996, June
11, 1996 and June 13, 1996 have been audited by Richard A. Eisner & Company,
LLP, Independent Certified Public Accountants, as set forth in their reports
included therein (which contains an explainatory paragraph relating to the
Company's ability to continue as a going concern) and have been so incorporated 
in reliance upon such reports given upon the authority of such firm as experts 
in auditing and accounting.

         The consolidated financial statements of the Company at and for the
year ended December 31, 1993 and the related financial statement schedules
incorporated into this Registration Statement by reference to the Company's
Annual Report on Form 10-K for the fiscal year ended December 31, 1995, as
amended by Amendment Nos. 1, 2, 3, 4 and 5 thereto on the Company's five Form
10K/A's filed respectively on April 29, 1996, May 8, 1996, May 24, 1996, June
11, 1996 and June 13, 1996, have been audited by Coopers and Lybrand L.L.P.,
Independent Accountants, as set forth in their reports included therein and
have been so incorporated in reliance upon such reports given upon the
authority of such firm as experts in auditing and accounting.  The report of
Coopers & Lybrand, L.L.P. contains a paragraph which emphasizes certain
uncertainties arising subsequent to the date of their original report which are
disclosed in the Company's Form 10-K for the year ended December 31, 1995
incorporated by reference herein and in "Risk Factors" included elsewhere in
this registration statement.

                                                                              19
21
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.       INCORPORATION OF DOCUMENTS BY REFERENCE

              The following documents which have been filed previously with the
Securities and Exchange Commission (the "Commission") by Noise Cancellation
Technologies, Inc. (the "Company") (Commission File No. 0-18267) pursuant to
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are
incorporated herein by reference:

              (a)         the Company's Annual Report on Form 10-K for the year
ended December 31, 1995 (including Amendment No. 1 thereto filed on April 29,
1996, Amendment No. 2 thereto filed on May 8, 1996, Amendment No. 3 thereto
filed on May 24, 1996, Amendment No. 4 thereto filed on June 11, 1996 and
Amendment No. 5 thereto filed on June 13, 1996);

              (b)         the Company's Quarterly Reports on Form 10-Q for the
quarterly periods ended March 31, 1996 and June 30, 1996; and

              (c)         the description of capital stock found in Item 1 of
the Company's Registration Statement on Form 8-A filed with the Commission on
January 30, 1990.

              All documents filed with the Commission subsequent to the date of
this Registration Statement pursuant to Sections 13(a), 13(c), 14 or 15(d) of
the Exchange Act, prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities remaining unsold, shall be deemed to be incorporated by reference
into this Registration Statement and to be a part hereof from the date of
filing of such documents with the Commission.

ITEM 4.       DESCRIPTION OF SECURITIES

              The Company's Common Stock is registered under Section 12(g) of
the Exchange Act.

ITEM 5.       INTERESTS OF NAMED EXPERTS AND COUNSEL

              John B. Horton, Senior Vice President, General Counsel and
Secretary of the Company, has passed on the legality of the Common Stock
offered hereby for the Company. As of August 23, 1996, Mr. Horton owned 10,000
shares of Common Stock and currently exercisable warrants to purchase 20,000
shares of Common Stock, none of which are being offered hereby.  In addition,
Mr. Horton has been granted options to purchase 489,417 shares of Common Stock
under the 1992 Plan none of which are being offered hereby, all of which
options were exercisable as of or within 60 days of August 23, 1996.

                                      II-1
22
ITEM 6.       INDEMNIFICATION OF OFFICERS AND DIRECTORS

Article IX of the Registrant's Certificate of Incorporation provides as
follows:

              (a)         Each person who was or is made a party or is
threatened to be made a party to or is involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative
(hereinafter a "proceeding"), by reason of the fact that he or she, or a person
of whom he or she is the legal representative, is or was a director or officer,
of the Corporation or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation or of a
partnership, joint venture, trust or other enterprise, including service with
respect to employee benefit plans, whether the basis of such proceeding is
alleged action in an official capacity as a director, officer, employee or
agent or in any other capacity while serving as a director, officer, employee
or agent, shall be indemnified and held harmless by the Corporation to the
fullest extent authorized by the Delaware General Corporation Law, as the same
exists or may hereafter be amended (but, in the case of any such amendment only
to the extent that such amendment permits the Corporation to provide broader
indemnification rights than said law permitted the Corporation to provide prior
to such amendment), against all expense, liability and loss (including
attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts
paid or to be paid in settlement) reasonably incurred or suffered by such
person in connection therewith and such indemnification shall continue as to a
person who has ceased to be a director, officer, employee or agent and shall
inure to the benefit of his or her heirs, executors and administrators;
provided, however, that, except as provided in paragraph (b) hereof, the
Corporation shall indemnify any such person seeking indemnification in
connection with a proceeding (or part thereof) initiated by such person only if
such proceeding (or part thereof) was authorized by the Board of Directors of
the Corporation.  The right to indemnification conferred in this Section shall
be a contract right and shall include the right to be paid by the Corporation
the expenses incurred in defending any such proceeding in advance of its final
disposition; provided, however, that, if the Delaware General Corporation Law
requires, the payment of such expenses incurred by a director or officer in his
or her capacity as a director or officer (and not in any other capacity in
which service was or is rendered by such person while a director or officer,
including, without  limitation, service to an employee benefit plan) in advance
of the final disposition of a proceeding, shall be made only upon delivery to
the Corporation of an undertaking, by or on behalf of such director or officer,
to repay all amounts so advanced if it shall ultimately be determined that such
director or officer is not entitled to be indemnified under this Section or
otherwise.  The Corporation may, by action of its Board of Directors, provide
indemnification to employees and agents of the Corporation with the same scope
and effect as the foregoing indemnification of directors and officers.

              (b)         If a claim under paragraph (a) of this Section is not
paid in full by the Corporation within thirty days after a written claim has
been received by the Corporation, the claimant may at any time thereafter bring
suit against the Corporation to recover the unpaid amount of the claim and, if
successful in whole or in part, the claimant shall be entitled to be paid also
the expense of prosecuting such claim.  It shall be a defense to any such
action (other than an action brought to enforce a claim for expenses incurred
in defending any proceeding in advance of its final disposition where the
required undertaking, if any is required, has been tendered to the

                                      II-2
23
Corporation) that the claimant has not met the standards of conduct which make
it permissible under the Delaware General Corporation Law for the Corporation
to indemnify the claimant for the amount claimed, but the burden of proving
such defense shall be on the Corporation.  Neither the failure of the
Corporation (including its Board of Directors, independent legal counsel, or
its stockholders) to have made a determination prior to the commencement of
such action that indemnification of the claimant is proper in the circumstances
because he or she has met the applicable standard of conduct set forth in the
Delaware General Corporation Law, nor an actual determination by the
Corporation (including its Board of Directors, independent legal counsel, or
its stockholders) that the claimant has not met such applicable standard or
conduct, shall be a defense to the action or create a presumption that the
claimant has not met the applicable standard of conduct.

              (c)         The right to indemnification and the payment of
expenses incurred in defending a proceeding in advance of its final disposition
conferred in this Section shall not be exclusive of any right which any person
may have or hereafter acquire under any statute, provision of the Certificate
of Incorporation, by-law, agreement, vote of stockholders or disinterested
directors or otherwise.

              (d)         The Corporation may maintain insurance, at its
expense, to protect itself and any director, officer, employee or agent of the
Corporation or another corporation, partnership, joint venture, trust or other
enterprise against any such expense, liability or loss, whether or not the
Corporation would have the power to indemnify such person against such expense,
liability or loss under the Delaware General Corporation Law.

ITEM 7.       EXEMPTION FROM REGISTRATION CLAIMED

              Not applicable.

ITEM 8.       EXHIBITS

              The exhibits listed below are listed according to the number
assigned in the table in Item 601 of Regulation S-K.
Exhibit No.                                   Description of Exhibit
              -----------                                   ----------------------
4                       Noise Cancellation Technologies, Inc. Option Plan
                                           for Certain Directors, as amended.

                   5                       Opinion of John B. Horton, Esq., Senior Vice President and
                                           General Counsel of the registrant, as to the legality of the
                                           Common Stock to which this Registration Statement
                                           relates.

                   23(a)                   Consent of Richard A. Eisner & Company, LLP.
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24
Exhibit No. (cont.)                  Description of Exhibit (cont.)
              -----------                          ----------------------
23(b)                   Consent of Coopers & Lybrand L.L.P.

                   23(c)                   Consent of John B. Horton, Esq. (contained in Exhibit 5).

                   24                      Powers of Attorney (see "Signatures").
ITEM 9.       UNDERTAKINGS (NUMBERED AS IN ITEM 512 OF REGULATION S-K)

              The undersigned registrant hereby undertakes:

              (a)(1)      To file, during any period in which offers or sales
are being made, a post-effective amendment to this registration statement:

                          (i)     To include any prospectus required by section
              10(a)(3) of the Securities Act of 1933;

                          (ii)    To reflect in the prospectus any facts or
              event 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 the undertakings set forth in paragraphs (1)(i) and
(1)(ii) above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed by the registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in this registration
statement.

              (2)         That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

              (3)         To remove from registration by means of a
post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering.

              (b)         That for purposes of determining any liability under
the Securities Act of 1933, each filing of the registrant's annual report
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 that
is incorporated by reference in this registration statement shall be

                                      II-4
25
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.

              (h)         That insofar as indemnification for liabilities
arising under the Securities Act of 1933 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 Securities and Exchange Commission such indemnification is against
public policy as expressed in the Act and is, therefore, unenforceable.  In the
event that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.

                                   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 Linthicum, Maryland, on
August 29, 1996.

                           NOISE CANCELLATION TECHNOLOGIES, INC.
                                      (Registrant)
                          
                          
                          
                           By       /s/ MICHAEL J. PARRELLA
                                   ------------------------------------
                                   (Michael J. Parrella, President)

         Each of the undersigned hereby appoints Michael J. Parrella,
President, Stephen J. Fogarty, Senior Vice President and Chief Financial
Officer, and John B. Horton, Senior Vice President, General Counsel and
Secretary, and each of them severally, his or her true and lawful attorneys to
execute (in the name of and on behalf of and as attorneys for the undersigned)
any and all amendments to this Registration Statement, and to file the same,
with all exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission.

                                      II-5
26
         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.
SIGNATURES                                CAPACITY                                   DATE
         ----------                                --------                                   ----
/s/ MICHAEL J. PARRELLA          President (Principal Executive Officer)                  August 29, 1996
- -------------------------         and Director                                           -----------
     Michael J. Parrella

 /s/ STEPHEN J. FOGARTY           Senior Vice President and                                August 29, 1996
- -------------------------         Chief Financial Officer                                -----------
     Stephen J. Fogarty           (Principal Financial and         
                                  Accounting Officer)              

 /s/ JAY M. HAFT                  Chairman of the Board of Directors                       August 29, 1996
- -------------------------         and Director                                           -----------
     Jay M. Haft

 /s/ JOHN J. MCCLOY II            Director                                                 August 29, 1996
- -------------------------                                                                -----------
     John J. McCloy II

 /s/ ALASTAIR KEITH               Director                                                 August 29, 1996
- -------------------------                                                                -----------
     Alastair Keith

 /s/ SAMUEL A. OOLIE              Director                                                 August 29, 1996
- -------------------------                                                                -----------
     Samuel A. Oolie
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27
                                 EXHIBIT INDEX
Sequential
    Exhibit No.                       Description                                        Page Number
    -----------                       -----------                                        -----------
4                 Noise Cancellation Technologies, Inc. Option
                          Plan for Certain Directors, as amended.

        5                 Opinion of John B. Horton, Esquire,
                          Senior Vice President and General Counsel
                          of the registrant, as to the legality of the
                          Common Stock to which this Registration
                          Statement relates.

        23(a)             Consent of Richard A. Eisner & Company, LLP.

        23(b)             Consent of Coopers & Lybrand L.L.P.

        23(c)             Consent of John B. Horton, Esquire (contained
                          in Exhibit 5)

        24                Powers of Attorney (see "Signatures")
II-7