As filed with the Securities and Exchange Commission on June 8, 2004
                                  File No. 333-

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM S-8 POS
                                (Amendment No 2)
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                        TELECOMMUNICATION PRODUCTS, INC.
             (Exact Name of Registrant as Specified in its Charter)

         Colorado                                       84-0916299
(State of Incorporation)                          (I.R.S. Employer ID No.)

                  1926 Hollywood Boulevard, Suite 208,
                         Hollywood, FL 33020
                 (Address of principal executive offices)

                 Amended and restated Non-Employee Directors and
                         Consultants Retainer Stock Plan

                            (Full title of the Plans)


                            Robert Russell, President
                       1926 Hollywood Boulevard, Suite 208,
                            Hollywood, Florida 33020
                     (Name and address of agent for service)

                                 (954) 620 0208
          (Telephone number, including area code, of agent for service)


                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
<S>                <C>             <C>             <C>          <C>
Title of            Amount to be    Proposed       Proposed      Amount of
Securities         Registered      Maximum         Aggregate    Registration
to be                              Offering        Offering        Fee
Registered                         Price Per        Price
                                    Share
--------------------------------------------------------------------------------
Common Stock        40,000,000      $0.001(1)        40,000       $ 5.04

--------------------------------------------------------------------------------
</TABLE>


(1)(2)  The  Amended  and  Restated  Non-Employee  Directors  and  Consultants
Retainer  Stock  Plan  (Amendment  No.  2)  authorizes  a  total  of  49,000,000
shares,  9,000,000  of  which  have  already  been  registered  under  a Form S-
8  filed  on  January  29,  2002,  a  Form  S-8 POS filed on March 17, 2003, his
offering  price  per  share  is  calculated under Rule 457(h)(1) pursuant to the
deemed  issuance  price  as  set  forth in this plan (see Exhibit 4 to this Form
S-8).


                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM  1.  PLAN  INFORMATION.

See  Item  2  below.

ITEM  2.  REGISTRANT  INFORMATION  AND  EMPLOYEE  PLAN  ANNUAL  INFORMATION.

The  documents  containing  the  information specified in Part I, Items 1 and 2,
will  be  delivered  to each of the participants in accordance with Form S-8 and
Rule  428  promulgated  under  the  Securities  Act  of  1933.

The  participants shall be provided a written statement notifying them that upon
written or oral request they will be provided, without charge, (a) the documents
incorporated  by  reference  in Item 3 of Part II of the registration statement,
and  (b)  other  documents required to be delivered pursuant to Rule 428(b). The
statement  will inform the participants that these documents are incorporated by
reference in the Section 10(a) prospectus, and shall include the address (giving
title  or  department)  and  telephone  number  to  which  the  request is to be
directed.


                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM  3.  INCORPORATION  OF  DOCUMENTS  BY  REFERENCE.

The  following  are  hereby  incorporated  by  reference:

(a)     the audited financial statements of Larry O'Donnell, CPA, P.C. March 31,
2003,  as  contained  in  a  Form  10KSB,  filed  on  July  25,  2003.
(b)     All periodic reports for the quarters ended June 30, 2003, September 30,
2003  and  December  31,  2003
(c)     A  description  of  the  securities  of the Registrant is contained in a
Registration  Statement  on  Form S-B/A, No. 2-86781-D, filed on March 20, 1984.

All  documents  subsequently filed by the Registrant pursuant to Sections 13(a),
13(c), 14, and 15(d) of the Securities Exchange Act of 1934, prior to the filing
of  a  post-effective amendment which indicates that all securities offered have
been  sold  or  which deregisters all securities then remaining unsold, shall be
deemed  to  be incorporated by reference in the registration statement and to be
part  thereof  from  the  date  of  filing  of  such  documents.

ITEM  4.  DESCRIPTION  OF  SECURITIES.

Not  applicable.

ITEM  5.  INTEREST  OF  NAMED  EXPERTS  AND  COUNSEL.

Other  than  as  set  forth  below,  no  named  expert or counsel was hired on a
contingent  basis,  will  receive  a  direct  or  indirect interest in the small
business  issuer,  or  was  a  promoter,  underwriter, voting trustee, director,
officer,  or  employee  of  the  Registrant.


<PAGE>

ITEM  6.  INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS.

Limitation  of  Liability.

(a)  Articles  of  Incorporation  and  Bylaws.

The  articles  of  incorporation  of  the  Registrant provide the following with
respect  to  liability  of  an  officer  and  director:

(d)  Limitation  on  Director's Liability. No director of this corporation shall
have  any  personal  liability  for  monetary  damages to the corporation or its
shareholders  for  breach  of his fiduciary duty as a director, except that this
provision  shall  not eliminate or limit the personal liability of a director to
the  corporation  or  its  shareholders  for  monetary  damages  for:
(i)  any  breach  of  the  director's  duty of loyalty to the corporation or its
shareholders;  (ii)  acts  or  omissions  not  in  good  faith  or which involve
intentional  misconduct  or  a  knowing  violation  of  law; (iii) voting for or
assenting  to  a  distribution  in  violation  of  Colorado  Revised  Statutes
ss.7-106-401  or  the  articles  of  incorporation if it is established that the
director did not perform his duties in compliance with Colorado Revised Statutes
ss.7-108-401,  provided  that  the  personal  liability  of  a  director in this
circumstance  shall  be  limited to the amount of the distribution which exceeds
what  could have been distributed without violation of Colorado Revised Statutes
ss.7-106-401  or  the  articles  of  incorporation; or (iv) any transaction from
which  the director directly or indirectly derives an improper personal benefit.
Nothing  contained herein will be construed to deprive any director of his right
to  all  defenses ordinarily available to a director nor will anything herein be
construed to deprive any director of any right he may have for contribution from
any  other  director  or  other  person.

Indemnification.

(a)  Articles  of  Incorporation.

The  articles  of  incorporation  of  the  Registrant provide the following with
respect  to  indemnification:

(c)  Indemnification.  The  corporation  shall  indemnify, to the maximum extent
permitted by law, any person who is or was a director, officer, agent, fiduciary
or  employee  of the corporation against any claim, liability or expense arising
against  or  incurred by such person made party to a proceeding because he is or
was  a  director,  officer,  agent,  fiduciary or employee of the corporation or
because  he  is  or  was  serving  another  entity or employee benefit plan as a
director,  officer,  partner,  trustee,  employee,  fiduciary  or  agent  at the
corporation's  request.  The corporation shall further have the authority to the
maximum  extent  permitted  by  law to purchase and maintain insurance providing
such  indemnification.

(b)  Bylaws.

The  bylaws  of  the  Registrant  do  not  provide  any  provisions  regarding
indemnification:

(c)  Colorado  Revised  Statutes.

"CRS  7-109-102 and 103 Discretionary and mandatory indemnification of officers,
directors,  employees  and  agents:  General  provisions.


7-109-102    Authority  to  indemnify  directors.  (1)  Except  as  provided  in
             subsection  (4)  of  this  section,  a  corporation may indemnify a
             person  made  a  party to a proceeding because the person is or was
             a  director  against  liability  incurred in the proceeding if: (A)
             The  person  conducted himself or herself in good faith; and 2. The
             person  reasonably  believe:  (I)  In  the  case  of  conduct  in a
             official  capacity  with  the  corporation, that his or her conduct
             was  in  the  corporation's  best  interests; and (II) In all other
             cases,  that  his  or  her  conduct was at least not opposed to the
             corporation's  best  interest;  and  (C)  In the case of a criminal
             proceeding.  The  person  had no reasonable cause to believe his or
             her  conduct  was  unlawful.

(2)  A director's conduct with respect to an employee benefit plan for a purpose
the director reasonably believed to be in the interest of the participants in or
beneficiaries  of  the  plan  is  conduct  that  satisfies  the  requirement  of
subparagraph  (11)  of  paragraph  (b)  of  subsection  (1)  of  this section. A
director's conduct with respect to an employee benefit plan for purpose that the
director did not reasonably believe to be in the interests of participants in or
beneficiaries  of  the  plan  shall  be  deemed  not employee benefit plan for a
purpose  that  the director did not reasonably believe to be in the interests of
the  participants in or beneficiaries of the plan shall be deemed not to satisfy
the  requirements  of  paragraph  (a)  of  subsection  (1)  of  this  section.

(3)  The termination of a proceeding by judgment, order settlement, Convictions,
or  upon  a  plea  of  nolo  contender  or  its  equivalent  is  not, of itself,
determinative  that  the director did not meet the standard of conduct described
in  this  section.

(4)  A  corporation  may  not  indemnify  a  director  under  this  section:
(A)  In  connection  with  a proceeding by or in the right of the corporation in
which  the  director  was  adjudged  liable  to  the  corporation  ;  or
(B)  In connection with any other proceedings charging that the director derived
an  improper  personal  benefit,  whether or not involving action in an Official
capacity, in which proceeding the director was adjudged liable on The basis that
he  or  she  derived  an  improper  personal  benefit.

(5) Indemnification permitted under this section in connection with a proceeding
by or in the right of the corporation is limited to reasonable expenses incurred
in  connection  with  the  proceedings.

7-109-103.  Mandatory  indemnification  of  directors.  Unless  limited  by  its
articles of incorporation, a corporation shall indemnify a person who was wholly
successful,  on  the  merits  or  otherwise, in the defense of any proceeding to
watch  the  person  was a party because the person is or was a director. against
reasonable  expenses  incurred  by him or her in connection with the proceeding.

ITEM  7.  EXEMPTION  FROM  REGISTRATION  CLAIMED.

Not  applicable.

ITEM  8.  EXHIBITS.

The  Exhibits  required by Item 601 of Regulation S-B, and an index thereto, are
attached.

ITEM  9.  UNDERTAKINGS.

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:

(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;

(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  section  15(d)  of  the  Securities  Exchange Act of 1934 (and, where
applicable,  each filing of an employee benefit plan's annual report pursuant to
section  15(d)  of  the Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement shall be deemed to be a new registration
statement  relating  to the securities offered therein, and the offering of such
securities  at  that  time  shall be deemed to be the initial bona fide offering
thereof.

(e)  To  deliver or cause to be delivered with the prospectus, to each person to
whom  the  prospectus  is  sent  or  given, the latest annual report to security
holders  that  is  incorporated  by  reference  in  the prospectus and furnished
pursuant  to  and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the
Securities  Exchange  Act  of  1934;  and,  where  interim financial information
required to be presented by Article 3 of Regulation S-X are not set forth in the
prospectus,  to  deliver,  or  cause  to be delivered to each person to whom the
prospectus  is  sent  or given, the latest quarterly report that is specifically
incorporated  by  reference  in the prospectus to provide such interim financial
information

(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, the Company
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
authorize,  in  the  City  of  Hollywood,  Florida,  on  June  8,  2004.

                        Telecommunication Products, Inc.



By:  /s/  Robert  Russell
    -------------------------
    Robert  Russell,  President





<PAGE>

                            Special Power of Attorney

The  undersigned  constitute  and  appoint  Robert Russell their true and lawful
attorney-in-fact  and  agent with full power of substitution, for him and in his
name,  place,  and  stead,  in  any  and  all  capacities,  to  sign any and all
amendments,  including  post-effective amendments, to this Form S-8 Registration
Statement,  and to file the same with all exhibits thereto, and all documents in
connection therewith, with the U.S. Securities and Exchange Commission, granting
such  attorney-in-fact  the  full power and authority to do and perform each and
every  act  and  thing  requisite  and  necessary  to  be  done in and about the
premises,  as  fully  and to all intents and purposes as he might or could do in
person,  hereby  ratifying  and  confirming  all  that such attorney-in-fact may
lawfully  do  or  cause  to  be  done  by  virtue  hereof.

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



Signature                    Title                           Date

/s/  Robert  Russell        President/Director            June  8,  2004
-----------------
Robert  Russell

/s/Marcia  A,  Pearlstein   Secretary/Chief               June  8,  2004
-------------------         Financial  Officer/Director
Marcia  A,  Pearlstein



/s/  Igor  Loginov          Chief  Technical  Officer     June  8,  2004
------------------          /Director
Igor Loginov


                                  EXHIBIT INDEX


Number                         Description

4.1  Amended  and restated Non-Employee Directors and Consultants Retainer Stock
     Plan,(Amendment  No  2  )  dated  June  8,2004.  (see  below)
5       Legal  Opinion  of  Michael  S.  Krome,  Esq.  (1)
23.1    Consent  of  Accountants  (1)
23.3    Consent  of  Counsel  (contained  in  Exhibit  5)
24      Special  Power  of  Attorney  (see  signature  page)
[{"type": "S-8", "sequence": "1", "filename": "doc1.txt", "secsgml_size_bytes": 17670}]
{"company-data": {"conformed-name": "TELECOMMUNICATION PRODUCTS INC", "cik": "0000725929", "assigned-sic": "7841", "irs-number": "840916299", "state-of-incorporation": "CO", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-116319", "film-number": "04855991"}, "business-address": {"street1": "PO BOX 17013", "city": "GOLDEN", "state": "CO", "zip": "80402", "phone": "3032782725"}, "mail-address": {"street1": "PO BOX 17013", "city": "GOLDEN", "state": "CO", "zip": "80402"}}
As filed with the Securities and Exchange Commission on June 8, 2004
                                  File No. 333-

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM S-8 POS
                                (Amendment No 2)
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                        TELECOMMUNICATION PRODUCTS, INC.
             (Exact Name of Registrant as Specified in its Charter)

         Colorado                                       84-0916299
(State of Incorporation)                          (I.R.S. Employer ID No.)

                  1926 Hollywood Boulevard, Suite 208,
                         Hollywood, FL 33020
                 (Address of principal executive offices)

                 Amended and restated Non-Employee Directors and
                         Consultants Retainer Stock Plan

                            (Full title of the Plans)

                            Robert Russell, President
                       1926 Hollywood Boulevard, Suite 208,
                            Hollywood, Florida 33020
                     (Name and address of agent for service)

                                 (954) 620 0208
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
Title of            Amount to be    Proposed       Proposed      Amount of
Securities         Registered      Maximum         Aggregate    Registration
to be                              Offering        Offering        Fee
Registered                         Price Per        Price
                                    Share
--------------------------------------------------------------------------------
Common Stock        40,000,000      $0.001(1)        40,000       $ 5.04

--------------------------------------------------------------------------------
(1)(2)  The  Amended  and  Restated  Non-Employee  Directors  and  Consultants
Retainer  Stock  Plan  (Amendment  No.  2)  authorizes  a  total  of  49,000,000
shares,  9,000,000  of  which  have  already  been  registered  under  a Form S-
8  filed  on  January  29,  2002,  a  Form  S-8 POS filed on March 17, 2003, his
offering  price  per  share  is  calculated under Rule 457(h)(1) pursuant to the
deemed  issuance  price  as  set  forth in this plan (see Exhibit 4 to this Form
S-8).

                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM  1.  PLAN  INFORMATION.

See  Item  2  below.

ITEM  2.  REGISTRANT  INFORMATION  AND  EMPLOYEE  PLAN  ANNUAL  INFORMATION.

The  documents  containing  the  information specified in Part I, Items 1 and 2,
will  be  delivered  to each of the participants in accordance with Form S-8 and
Rule  428  promulgated  under  the  Securities  Act  of  1933.

The  participants shall be provided a written statement notifying them that upon
written or oral request they will be provided, without charge, (a) the documents
incorporated  by  reference  in Item 3 of Part II of the registration statement,
and  (b)  other  documents required to be delivered pursuant to Rule 428(b). The
statement  will inform the participants that these documents are incorporated by
reference in the Section 10(a) prospectus, and shall include the address (giving
title  or  department)  and  telephone  number  to  which  the  request is to be
directed.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM  3.  INCORPORATION  OF  DOCUMENTS  BY  REFERENCE.

The  following  are  hereby  incorporated  by  reference:

(a)     the audited financial statements of Larry O'Donnell, CPA, P.C. March 31,
2003,  as  contained  in  a  Form  10KSB,  filed  on  July  25,  2003.
(b)     All periodic reports for the quarters ended June 30, 2003, September 30,
2003  and  December  31,  2003
(c)     A  description  of  the  securities  of the Registrant is contained in a
Registration  Statement  on  Form S-B/A, No. 2-86781-D, filed on March 20, 1984.

All  documents  subsequently filed by the Registrant pursuant to Sections 13(a),
13(c), 14, and 15(d) of the Securities Exchange Act of 1934, prior to the filing
of  a  post-effective amendment which indicates that all securities offered have
been  sold  or  which deregisters all securities then remaining unsold, shall be
deemed  to  be incorporated by reference in the registration statement and to be
part  thereof  from  the  date  of  filing  of  such  documents.

ITEM  4.  DESCRIPTION  OF  SECURITIES.

Not  applicable.

ITEM  5.  INTEREST  OF  NAMED  EXPERTS  AND  COUNSEL.

Other  than  as  set  forth  below,  no  named  expert or counsel was hired on a
contingent  basis,  will  receive  a  direct  or  indirect interest in the small
business  issuer,  or  was  a  promoter,  underwriter, voting trustee, director,
officer,  or  employee  of  the  Registrant.
ITEM  6.  INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS.

Limitation  of  Liability.

(a)  Articles  of  Incorporation  and  Bylaws.

The  articles  of  incorporation  of  the  Registrant provide the following with
respect  to  liability  of  an  officer  and  director:

(d)  Limitation  on  Director's Liability. No director of this corporation shall
have  any  personal  liability  for  monetary  damages to the corporation or its
shareholders  for  breach  of his fiduciary duty as a director, except that this
provision  shall  not eliminate or limit the personal liability of a director to
the  corporation  or  its  shareholders  for  monetary  damages  for:
(i)  any  breach  of  the  director's  duty of loyalty to the corporation or its
shareholders;  (ii)  acts  or  omissions  not  in  good  faith  or which involve
intentional  misconduct  or  a  knowing  violation  of  law; (iii) voting for or
assenting  to  a  distribution  in  violation  of  Colorado  Revised  Statutes
ss.7-106-401  or  the  articles  of  incorporation if it is established that the
director did not perform his duties in compliance with Colorado Revised Statutes
ss.7-108-401,  provided  that  the  personal  liability  of  a  director in this
circumstance  shall  be  limited to the amount of the distribution which exceeds
what  could have been distributed without violation of Colorado Revised Statutes
ss.7-106-401  or  the  articles  of  incorporation; or (iv) any transaction from
which  the director directly or indirectly derives an improper personal benefit.
Nothing  contained herein will be construed to deprive any director of his right
to  all  defenses ordinarily available to a director nor will anything herein be
construed to deprive any director of any right he may have for contribution from
any  other  director  or  other  person.

Indemnification.

(a)  Articles  of  Incorporation.

The  articles  of  incorporation  of  the  Registrant provide the following with
respect  to  indemnification:

(c)  Indemnification.  The  corporation  shall  indemnify, to the maximum extent
permitted by law, any person who is or was a director, officer, agent, fiduciary
or  employee  of the corporation against any claim, liability or expense arising
against  or  incurred by such person made party to a proceeding because he is or
was  a  director,  officer,  agent,  fiduciary or employee of the corporation or
because  he  is  or  was  serving  another  entity or employee benefit plan as a
director,  officer,  partner,  trustee,  employee,  fiduciary  or  agent  at the
corporation's  request.  The corporation shall further have the authority to the
maximum  extent  permitted  by  law to purchase and maintain insurance providing
such  indemnification.

(b)  Bylaws.

The  bylaws  of  the  Registrant  do  not  provide  any  provisions  regarding
indemnification:

(c)  Colorado  Revised  Statutes.

"CRS  7-109-102 and 103 Discretionary and mandatory indemnification of officers,
directors,  employees  and  agents:  General  provisions.

7-109-102    Authority  to  indemnify  directors.  (1)  Except  as  provided  in
             subsection  (4)  of  this  section,  a  corporation may indemnify a
             person  made  a  party to a proceeding because the person is or was
             a  director  against  liability  incurred in the proceeding if: (A)
             The  person  conducted himself or herself in good faith; and 2. The
             person  reasonably  believe:  (I)  In  the  case  of  conduct  in a
             official  capacity  with  the  corporation, that his or her conduct
             was  in  the  corporation's  best  interests; and (II) In all other
             cases,  that  his  or  her  conduct was at least not opposed to the
             corporation's  best  interest;  and  (C)  In the case of a criminal
             proceeding.  The  person  had no reasonable cause to believe his or
             her  conduct  was  unlawful.

(2)  A director's conduct with respect to an employee benefit plan for a purpose
the director reasonably believed to be in the interest of the participants in or
beneficiaries  of  the  plan  is  conduct  that  satisfies  the  requirement  of
subparagraph  (11)  of  paragraph  (b)  of  subsection  (1)  of  this section. A
director's conduct with respect to an employee benefit plan for purpose that the
director did not reasonably believe to be in the interests of participants in or
beneficiaries  of  the  plan  shall  be  deemed  not employee benefit plan for a
purpose  that  the director did not reasonably believe to be in the interests of
the  participants in or beneficiaries of the plan shall be deemed not to satisfy
the  requirements  of  paragraph  (a)  of  subsection  (1)  of  this  section.

(3)  The termination of a proceeding by judgment, order settlement, Convictions,
or  upon  a  plea  of  nolo  contender  or  its  equivalent  is  not, of itself,
determinative  that  the director did not meet the standard of conduct described
in  this  section.

(4)  A  corporation  may  not  indemnify  a  director  under  this  section:
(A)  In  connection  with  a proceeding by or in the right of the corporation in
which  the  director  was  adjudged  liable  to  the  corporation  ;  or
(B)  In connection with any other proceedings charging that the director derived
an  improper  personal  benefit,  whether or not involving action in an Official
capacity, in which proceeding the director was adjudged liable on The basis that
he  or  she  derived  an  improper  personal  benefit.

(5) Indemnification permitted under this section in connection with a proceeding
by or in the right of the corporation is limited to reasonable expenses incurred
in  connection  with  the  proceedings.

7-109-103.  Mandatory  indemnification  of  directors.  Unless  limited  by  its
articles of incorporation, a corporation shall indemnify a person who was wholly
successful,  on  the  merits  or  otherwise, in the defense of any proceeding to
watch  the  person  was a party because the person is or was a director. against
reasonable  expenses  incurred  by him or her in connection with the proceeding.

ITEM  7.  EXEMPTION  FROM  REGISTRATION  CLAIMED.

Not  applicable.

ITEM  8.  EXHIBITS.

The  Exhibits  required by Item 601 of Regulation S-B, and an index thereto, are
attached.

ITEM  9.  UNDERTAKINGS.

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:

(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;

(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  section  15(d)  of  the  Securities  Exchange Act of 1934 (and, where
applicable,  each filing of an employee benefit plan's annual report pursuant to
section  15(d)  of  the Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement shall be deemed to be a new registration
statement  relating  to the securities offered therein, and the offering of such
securities  at  that  time  shall be deemed to be the initial bona fide offering
thereof.

(e)  To  deliver or cause to be delivered with the prospectus, to each person to
whom  the  prospectus  is  sent  or  given, the latest annual report to security
holders  that  is  incorporated  by  reference  in  the prospectus and furnished
pursuant  to  and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the
Securities  Exchange  Act  of  1934;  and,  where  interim financial information
required to be presented by Article 3 of Regulation S-X are not set forth in the
prospectus,  to  deliver,  or  cause  to be delivered to each person to whom the
prospectus  is  sent  or given, the latest quarterly report that is specifically
incorporated  by  reference  in the prospectus to provide such interim financial
information

(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, the Company
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
authorize,  in  the  City  of  Hollywood,  Florida,  on  June  8,  2004.

                        Telecommunication Products, Inc.

By:  /s/  Robert  Russell
    -------------------------
    Robert  Russell,  President
Special Power of Attorney

The  undersigned  constitute  and  appoint  Robert Russell their true and lawful
attorney-in-fact  and  agent with full power of substitution, for him and in his
name,  place,  and  stead,  in  any  and  all  capacities,  to  sign any and all
amendments,  including  post-effective amendments, to this Form S-8 Registration
Statement,  and to file the same with all exhibits thereto, and all documents in
connection therewith, with the U.S. Securities and Exchange Commission, granting
such  attorney-in-fact  the  full power and authority to do and perform each and
every  act  and  thing  requisite  and  necessary  to  be  done in and about the
premises,  as  fully  and to all intents and purposes as he might or could do in
person,  hereby  ratifying  and  confirming  all  that such attorney-in-fact may
lawfully  do  or  cause  to  be  done  by  virtue  hereof.

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

Signature                    Title                           Date

/s/  Robert  Russell        President/Director            June  8,  2004
-----------------
Robert  Russell

/s/Marcia  A,  Pearlstein   Secretary/Chief               June  8,  2004
-------------------         Financial  Officer/Director
Marcia  A,  Pearlstein

/s/  Igor  Loginov          Chief  Technical  Officer     June  8,  2004
------------------          /Director
Igor Loginov

                                  EXHIBIT INDEX

Number                         Description

4.1  Amended  and restated Non-Employee Directors and Consultants Retainer Stock
     Plan,(Amendment  No  2  )  dated  June  8,2004.  (see  below)
5       Legal  Opinion  of  Michael  S.  Krome,  Esq.  (1)
23.1    Consent  of  Accountants  (1)
23.3    Consent  of  Counsel  (contained  in  Exhibit  5)
24      Special  Power  of  Attorney  (see  signature  page)