<PAGE>   1


           As filed with the Securities and Exchange Commission on May 6, 1997
                                                            NO. 333-___________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                         ______________________________

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

                          NORRIS COMMUNICATIONS, INC.
             (Exact name of registrant as specified in its charter)
                         ______________________________

           DELAWARE                                     NONE
(State or other jurisdiction of          (I. R. S. Employer Identification No.)
incorporation or organization)

                               12725 STOWE DRIVE
                            POWAY, CALIFORNIA 92064
               (Address of Principal Executive Office)(Zip Code)

                            CONSULTANTS' STOCK BONUS
                            (Full title of the plan)

                                ELWOOD G. NORRIS
                               12725 STOWE DRIVE
                            POWAY, CALIFORNIA 92064
                    (Name and address of agent for service)

                                 (619) 679-1504
         (Telephone number, including area code, of agent for service)
                         ______________________________

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
===========================================================================================================================
  TITLE OF SECURITIES TO                                 PROPOSED MAXIMUM         PROPOSED MAXIMUM
       BE REGISTERED             AMOUNT TO BE           OFFERING PRICE PER       AGGREGATE OFFERING            AMOUNT OF
                                  REGISTERED                SHARE (1)                 PRICE (1)            REGISTRATION FEE
===========================================================================================================================
 <S>                                <C>                       <C>                     <C>                       <C>
 Common Stock, $.001 par
 value                              900,000                   $0.38                   $342,000                  $  107

===========================================================================================================================
         Total Fee                                                                                              $  107
===========================================================================================================================
</TABLE>

(1)      These figures are estimates made solely for the purpose of calculating
         the registration fee pursuant to Rule 457(c).  The average of the bid
         and asked prices for the Common Stock on May 1, 1997, as reported by
         NASDAQ, was $0.38.

===============================================================================
<PAGE>   2
                                     PART I

                          INFORMATION REQUIRED IN THE
                            SECTION 10(a) PROSPECTUS

         The documents containing the information specified in Part I (plan
information and registrant information) will be sent or given to employees as
specified by Rule 428(b)(1).  Such documents need not be filed with the
Securities and Exchange Commission either as part of this Registration
Statement or as prospectuses or prospectus supplements pursuant to Rule 424.
These documents and the documents incorporated by reference in this
Registration Statement pursuant to Item 3 of Part II of this form, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act of 1933.



                                      2
<PAGE>   3
                                    PART II

                          INFORMATION REQUIRED IN THE
                             REGISTRATION STATEMENT


ITEM 3.          INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

                 The following documents of Norris Communications, Inc., a
Delaware corporation (the "Company") previously filed with the Commission are
incorporated herein by reference:

                 1.       Annual Report on Form 10-KSB/A for the Company's
fiscal year ended March 31, 1996;

                 2.       Quarterly Reports on Form 10-QSB for the fiscal
quarter ended June 30, 1996;

                 3.       Quarterly Reports on Form 10-QSB for the fiscal
quarter ended September 30, 1996;

                 4.       Quarterly Reports on Form 10-QSB for the fiscal
quarter ended December 31, 1996;

                 5.       Quarterly Reports on Form 10-QSB/A for the fiscal
quarters ended June 30, 1995, September 30, 1995 and December 31, 1995;

                 6.       Current Reports on Form 8-K dated April 8, 1996, April
12, 1996 and August 29, 1996, respectively; and

                 7.       The description of the Company's Common Stock
contained in the Registration Statement on Form 10 filed with the Securities
and Exchange Commission on December 13, 1992 pursuant to Section 12(g) of the
Securities Exchange Act of 1934 (the "Exchange Act"), together with all
amendments or reports filed for the purpose of updating such description.

All documents subsequently filed by the Company 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 hereby 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 a part hereof
from the date of filing of such documents.


ITEM 4.          DESCRIPTION OF SECURITIES

                 The authorized capital stock of the Company consists of
60,000,000 shares of Common Stock, $.001 per share par value and 5,000,000
shares of Preferred Stock, $.001 per share par value.  As of April 11, 1997,
there were 23,370,008 shares of Common Stock issued and outstanding.  No shares
of Preferred Stock are outstanding.





                                       3
<PAGE>   4
Common Stock

                 Holders of shares of Common Stock are entitled to one vote per
share on matters to be voted upon by the stockholders of the Company.  Holders
of shares of Common Stock do not have cumulative voting rights; therefore, the
holder of more than 50% of the Common Stock will have the ability to elect all
of the Company's directors.  Holders of shares of Common Stock will be entitled
to receive dividends when, as and if declared by the Board of Directors and to
share ratably in the assets of the Company legally available for distribution
to its stockholders in the event of the liquidation, dissolution or winding up
of the Company, in each case subject to the rights of the holders of any shares
of Preferred Stock issued by the Company.  Holders of Common Stock have no
preemptive, subscription, redemption or conversion rights.

Delaware Anti-Takeover Law

                 The Company will be governed by the provisions of Section 203
of the General Corporation Law of the State of Delaware, an anti-takeover law.
In general, the law prohibits a public Delaware corporation from engaging in a
"business combination" with an "interested stockholder" for a period of three
years after the date of the transaction in which the person became an
interested stockholder, unless the business combination is approved in the
prescribed manner.  "Business combination" includes merger, asset sales and
other transactions resulting in a financial benefit to the interested
stockholder.  An "interested stockholder" is a person who, together with
affiliates and associates, owns (or within three years, did own) 15% or more of
the corporation's voting stock.

ITEM 5.          INTERESTS OF NAMED EXPERTS AND COUNSEL

                 Not applicable.

ITEM 6.          INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                 Article TENTH of the Certificate of Incorporation of the
Company provides:

                          "TENTH:  The corporation shall, to the fullest extent
                 legally permissible under the provisions of the Delaware
                 General Corporation Law, as the same may be amended and
                 supplemented, indemnify and hold harmless any and all persons
                 whom it shall have power to indemnify under said provisions
                 from and against any and all liabilities (including expenses)
                 imposed upon or reasonably incurred by him in connection with
                 any action, suit or other proceeding in which he may be
                 involved or with which he may be threatened, or other matters
                 referred to in or covered by said provisions both as to action
                 in his official capacity and as to action in another capacity
                 while holding such office, and shall continue as to a person
                 who has ceased to be a director or officer of the corporation.
                 Such indemnification provided shall not be deemed exclusive of
                 any other rights to which those indemnified may be entitled
                 under any Bylaw, Agreement or Resolution adopted by the
                 shareholders entitled to vote thereon after notice."


                 The Company's Bylaws provide that an officer, director,
employee or agent of the





                                       4
<PAGE>   5
Company is entitled to be indemnified for the expenses, judgments, fines and
amounts paid in settlement actually and reasonably incurred by him by reason of
any action, suit or proceeding brought against him by virtue of his acting as
such officer, director, employee or agent, provided he acted in good faith or
in a manner he reasonably believed to be in or not opposed to the best
interests of the Company and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful.

                 The Company has directors and officers liability insurance.
The insurance policy covers liability for claims made against directors and
officers for their wrongful acts involving errors, misstatements, misleading
statements or acts or omissions or neglect or breach of duty, while acting in
their individual or collective capacities for any matter claimed against them
solely by reason of their being directors or officers of the Company.  The
coverage includes damages, judgment, settlements and costs of legal actions,
claims or proceedings and appeals therefrom but does not include fines or
penalties imposed by law for matters which may be deemed uninsurable under the
law.

                 If Delaware law and California law are in conflict with regard
to the Company's power or obligation to indemnify, and the issue were to be
contested in Delaware and/or California, the legal outcome is unpredictable.

ITEM 7.          EXEMPTION FROM REGISTRATION CLAIMED.

                 Not applicable.

ITEM 8.          EXHIBITS.

                 See Exhibit Index appearing at sequentially numbered page 7.

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 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, each such post-effective amendment shall be deemed to be a new
Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

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

(b)      The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report





                                       5
<PAGE>   6
pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in the Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

(c)      Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the 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
Securities Act and will be governed by the final adjudication of such issue.





                                       6
<PAGE>   7
                                 EXHIBIT INDEX


<TABLE>
<CAPTION>
Exhibit
Number            Description
------            -----------
<S>              <C>
 5.1             Opinion of Higham, McConnell & Dunning.

10.1             Form of Fee Agreement with Mark Drozda.

10.2             Form of Fee Agreement with Robert Oxford.

10.3             Form of Fee Agreement with Kathleen Terry.

10.4             Form of Fee Agreement with Peter Gorrie.

10.5             Form of Fee Agreement with Thorpe, North and Western L.L.P.

10.6             Form of Fee Agreement with James Barnes.

10.7             Form of Fee Agreement with Carol Prior.

10.8             Form of Fee Agreement with Lorne Austring.

10.9             Form of Fee Agreement with Jim Lakdawala

23.1             Consent of Higham, McConnell & Dunning
                 (included in Exhibit 5.1).

23.2             Consent of Ernst & Young, Independent Chartered Accountants.
</TABLE>





                                       7
<PAGE>   8
                                   SIGNATURES

                 Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Poway, State of California on May 2, 1997.


                                   NORRIS COMMUNICATIONS, INC.


                                   By:   /s/ Elwood G. Norris
                                      ---------------------------------------
                                      Elwood G. Norris, Chairman of the Board


                          ___________________________

                               POWER OF ATTORNEY

                 Each person whose signature to this Registration Statement
appears below hereby appoints Elwood G. Norris, Robert Putnam and Alfred H.
Falk, and each of them, as his attorney-in-fact to sign on his behalf
individually and in the capacity stated below and to file all amendments and
post-effective amendments to this Registration Statement as such
attorney-in-fact may deem necessary or appropriate.

                          ___________________________





                                       8
<PAGE>   9
                 Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
 NAME                                      POSITION                           DATE
 -----------                               --------                           ----
 <S>                                       <C>                                <C>
                                           Chairman of the Board, Chief       May 2, 1997
                                           Executive Officer and Director
 /s/ Elwood G. Norris          
 ------------------------------
 Elwood G. Norris
                                           Chief Accounting Officer and       May 2, 1997
                                           (principal financial and
 /s/ Renee Warden                          accounting officer)
 -----------------------------                                
 Renee Warden



 /s/Alfred H. Falk                         President and Director             May 2, 1997
 -----------------------------                                                           
 Alfred H. Falk



 /s/ Robert Putnam                         Director                           May 2, 1997
 -----------------------------                                                           
 Robert Putnam



 /s/ Michael Joe                           Director                           May 2, 1997
 -----------------------------                                                           
 Michael Joe
</TABLE>





                                       9
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 AS FILED ON MAY 6, 1997", "secsgml_size_bytes": 18381}]
{"company-data": {"conformed-name": "NORRIS COMMUNICATIONS CORP", "cik": "0000886328", "assigned-sic": "3672", "irs-number": "330591385", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-26561", "film-number": "97596387"}, "business-address": {"street1": "12725 STOWE DR", "city": "POWAY", "state": "CA", "zip": "92064", "phone": "6196791504"}}
1

           As filed with the Securities and Exchange Commission on May 6, 1997
                                                            NO. 333-___________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                         ______________________________

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

                          NORRIS COMMUNICATIONS, INC.
             (Exact name of registrant as specified in its charter)
                         ______________________________

           DELAWARE                                     NONE
(State or other jurisdiction of          (I. R. S. Employer Identification No.)
incorporation or organization)

                               12725 STOWE DRIVE
                            POWAY, CALIFORNIA 92064
               (Address of Principal Executive Office)(Zip Code)

                            CONSULTANTS' STOCK BONUS
                            (Full title of the plan)

                                ELWOOD G. NORRIS
                               12725 STOWE DRIVE
                            POWAY, CALIFORNIA 92064
                    (Name and address of agent for service)

                                 (619) 679-1504
         (Telephone number, including area code, of agent for service)
                         ______________________________

                        CALCULATION OF REGISTRATION FEE
===========================================================================================================================
  TITLE OF SECURITIES TO                                 PROPOSED MAXIMUM         PROPOSED MAXIMUM
       BE REGISTERED             AMOUNT TO BE           OFFERING PRICE PER       AGGREGATE OFFERING            AMOUNT OF
                                  REGISTERED                SHARE (1)                 PRICE (1)            REGISTRATION FEE
===========================================================================================================================
Common Stock, $.001 par
 value                              900,000                   $0.38                   $342,000                  $  107

===========================================================================================================================
         Total Fee                                                                                              $  107
===========================================================================================================================
(1)      These figures are estimates made solely for the purpose of calculating
         the registration fee pursuant to Rule 457(c).  The average of the bid
         and asked prices for the Common Stock on May 1, 1997, as reported by
         NASDAQ, was $0.38.

===============================================================================
2
                                     PART I

                          INFORMATION REQUIRED IN THE
                            SECTION 10(a) PROSPECTUS

         The documents containing the information specified in Part I (plan
information and registrant information) will be sent or given to employees as
specified by Rule 428(b)(1).  Such documents need not be filed with the
Securities and Exchange Commission either as part of this Registration
Statement or as prospectuses or prospectus supplements pursuant to Rule 424.
These documents and the documents incorporated by reference in this
Registration Statement pursuant to Item 3 of Part II of this form, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act of 1933.

                                      2
3
                                    PART II

                          INFORMATION REQUIRED IN THE
                             REGISTRATION STATEMENT

ITEM 3.          INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

                 The following documents of Norris Communications, Inc., a
Delaware corporation (the "Company") previously filed with the Commission are
incorporated herein by reference:

                 1.       Annual Report on Form 10-KSB/A for the Company's
fiscal year ended March 31, 1996;

                 2.       Quarterly Reports on Form 10-QSB for the fiscal
quarter ended June 30, 1996;

                 3.       Quarterly Reports on Form 10-QSB for the fiscal
quarter ended September 30, 1996;

                 4.       Quarterly Reports on Form 10-QSB for the fiscal
quarter ended December 31, 1996;

                 5.       Quarterly Reports on Form 10-QSB/A for the fiscal
quarters ended June 30, 1995, September 30, 1995 and December 31, 1995;

                 6.       Current Reports on Form 8-K dated April 8, 1996, April
12, 1996 and August 29, 1996, respectively; and

                 7.       The description of the Company's Common Stock
contained in the Registration Statement on Form 10 filed with the Securities
and Exchange Commission on December 13, 1992 pursuant to Section 12(g) of the
Securities Exchange Act of 1934 (the "Exchange Act"), together with all
amendments or reports filed for the purpose of updating such description.

All documents subsequently filed by the Company 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 hereby 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 a part hereof
from the date of filing of such documents.

ITEM 4.          DESCRIPTION OF SECURITIES

                 The authorized capital stock of the Company consists of
60,000,000 shares of Common Stock, $.001 per share par value and 5,000,000
shares of Preferred Stock, $.001 per share par value.  As of April 11, 1997,
there were 23,370,008 shares of Common Stock issued and outstanding.  No shares
of Preferred Stock are outstanding.

                                       3
4
Common Stock

                 Holders of shares of Common Stock are entitled to one vote per
share on matters to be voted upon by the stockholders of the Company.  Holders
of shares of Common Stock do not have cumulative voting rights; therefore, the
holder of more than 50% of the Common Stock will have the ability to elect all
of the Company's directors.  Holders of shares of Common Stock will be entitled
to receive dividends when, as and if declared by the Board of Directors and to
share ratably in the assets of the Company legally available for distribution
to its stockholders in the event of the liquidation, dissolution or winding up
of the Company, in each case subject to the rights of the holders of any shares
of Preferred Stock issued by the Company.  Holders of Common Stock have no
preemptive, subscription, redemption or conversion rights.

Delaware Anti-Takeover Law

                 The Company will be governed by the provisions of Section 203
of the General Corporation Law of the State of Delaware, an anti-takeover law.
In general, the law prohibits a public Delaware corporation from engaging in a
"business combination" with an "interested stockholder" for a period of three
years after the date of the transaction in which the person became an
interested stockholder, unless the business combination is approved in the
prescribed manner.  "Business combination" includes merger, asset sales and
other transactions resulting in a financial benefit to the interested
stockholder.  An "interested stockholder" is a person who, together with
affiliates and associates, owns (or within three years, did own) 15% or more of
the corporation's voting stock.

ITEM 5.          INTERESTS OF NAMED EXPERTS AND COUNSEL

                 Not applicable.

ITEM 6.          INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                 Article TENTH of the Certificate of Incorporation of the
Company provides:

                          "TENTH:  The corporation shall, to the fullest extent
                 legally permissible under the provisions of the Delaware
                 General Corporation Law, as the same may be amended and
                 supplemented, indemnify and hold harmless any and all persons
                 whom it shall have power to indemnify under said provisions
                 from and against any and all liabilities (including expenses)
                 imposed upon or reasonably incurred by him in connection with
                 any action, suit or other proceeding in which he may be
                 involved or with which he may be threatened, or other matters
                 referred to in or covered by said provisions both as to action
                 in his official capacity and as to action in another capacity
                 while holding such office, and shall continue as to a person
                 who has ceased to be a director or officer of the corporation.
                 Such indemnification provided shall not be deemed exclusive of
                 any other rights to which those indemnified may be entitled
                 under any Bylaw, Agreement or Resolution adopted by the
                 shareholders entitled to vote thereon after notice."

                 The Company's Bylaws provide that an officer, director,
employee or agent of the

                                       4
5
Company is entitled to be indemnified for the expenses, judgments, fines and
amounts paid in settlement actually and reasonably incurred by him by reason of
any action, suit or proceeding brought against him by virtue of his acting as
such officer, director, employee or agent, provided he acted in good faith or
in a manner he reasonably believed to be in or not opposed to the best
interests of the Company and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful.

                 The Company has directors and officers liability insurance.
The insurance policy covers liability for claims made against directors and
officers for their wrongful acts involving errors, misstatements, misleading
statements or acts or omissions or neglect or breach of duty, while acting in
their individual or collective capacities for any matter claimed against them
solely by reason of their being directors or officers of the Company.  The
coverage includes damages, judgment, settlements and costs of legal actions,
claims or proceedings and appeals therefrom but does not include fines or
penalties imposed by law for matters which may be deemed uninsurable under the
law.

                 If Delaware law and California law are in conflict with regard
to the Company's power or obligation to indemnify, and the issue were to be
contested in Delaware and/or California, the legal outcome is unpredictable.

ITEM 7.          EXEMPTION FROM REGISTRATION CLAIMED.

                 Not applicable.

ITEM 8.          EXHIBITS.

                 See Exhibit Index appearing at sequentially numbered page 7.

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 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, each such post-effective amendment shall be deemed to be a new
Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

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

(b)      The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report

                                       5
6
pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in the Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

(c)      Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the 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
Securities Act and will be governed by the final adjudication of such issue.

                                       6
7
                                 EXHIBIT INDEX
Exhibit
Number            Description
------            -----------
5.1             Opinion of Higham, McConnell & Dunning.

10.1             Form of Fee Agreement with Mark Drozda.

10.2             Form of Fee Agreement with Robert Oxford.

10.3             Form of Fee Agreement with Kathleen Terry.

10.4             Form of Fee Agreement with Peter Gorrie.

10.5             Form of Fee Agreement with Thorpe, North and Western L.L.P.

10.6             Form of Fee Agreement with James Barnes.

10.7             Form of Fee Agreement with Carol Prior.

10.8             Form of Fee Agreement with Lorne Austring.

10.9             Form of Fee Agreement with Jim Lakdawala

23.1             Consent of Higham, McConnell & Dunning
                 (included in Exhibit 5.1).

23.2             Consent of Ernst & Young, Independent Chartered Accountants.
7
8
                                   SIGNATURES

                 Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Poway, State of California on May 2, 1997.

                                   NORRIS COMMUNICATIONS, INC.

                                   By:   /s/ Elwood G. Norris
                                      ---------------------------------------
                                      Elwood G. Norris, Chairman of the Board

                          ___________________________

                               POWER OF ATTORNEY

                 Each person whose signature to this Registration Statement
appears below hereby appoints Elwood G. Norris, Robert Putnam and Alfred H.
Falk, and each of them, as his attorney-in-fact to sign on his behalf
individually and in the capacity stated below and to file all amendments and
post-effective amendments to this Registration Statement as such
attorney-in-fact may deem necessary or appropriate.

                          ___________________________

                                       8
9
                 Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
NAME                                      POSITION                           DATE
 -----------                               --------                           ----
Chairman of the Board, Chief       May 2, 1997
                                           Executive Officer and Director
 /s/ Elwood G. Norris          
 ------------------------------
 Elwood G. Norris
                                           Chief Accounting Officer and       May 2, 1997
                                           (principal financial and
 /s/ Renee Warden                          accounting officer)
 -----------------------------                                
 Renee Warden

 /s/Alfred H. Falk                         President and Director             May 2, 1997
 -----------------------------                                                           
 Alfred H. Falk

 /s/ Robert Putnam                         Director                           May 2, 1997
 -----------------------------                                                           
 Robert Putnam

 /s/ Michael Joe                           Director                           May 2, 1997
 -----------------------------                                                           
 Michael Joe
9