As filed with the Securities and Exchange Commission on January 30, 1998

                                          Registration Statement No. 333-_______
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                ELXSI Corporation
             ------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

                                    Delaware
         --------------------------------------------------------------
         (State or Other Jurisdiction of Incorporation or Organization)

                                   77-0151523
                      ------------------------------------
                      (I.R.S. Employer Identification No.)

             3600 Rio Vista Avenue, Suite A, Orlando, Florida 32805
             ------------------------------------------------------
                    (Address of Principal Executive Offices)

               ELXSI Corporation 1997 Incentive Stock Option Plan
               --------------------------------------------------
                            (Full Title of the Plan)

                               Alexander M. Milley
                      President and Chief Executive Officer
                         3600 Rio Vista Avenue, Suite A
                             Orlando, Florida 32805
                     ---------------------------------------
                     (Name and Address of Agent For Service)

                                 (407) 849-1090
          -------------------------------------------------------------
          (Telephone Number, Including Area Code, of Agent for Service)

                      Copy to:    Claude A. Baum, Esq.
                                 Dechert Price & Rhoads
                                  30 Rockefeller Plaza
                                New York, New York 10112

                         CALCULATION OF REGISTRATION FEE
<TABLE>

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


<CAPTION>
Title of                            Proposed           Proposed
Securities                          Maximum            Maximum               Amount of
to be              Amount to be     Offering Price     Aggregate             Registration
Registered         Registered       Per Share(1)       Offering Price(1)     Fee
----------------------------------------------------------------------------------------------


<S>                  <C>            <C>                <C>                   <C>    
Common Stock,        130,000        $10.78125          $1,401,562.50         $413.46
par value $.001
(and associated
Rights)(2)
----------------------------------------------------------------------------------------------
</TABLE>

    (1)  This estimate is made solely for the purpose of determining  the amount
         of the  registration  fee pursuant to Rule 457(c) under the  Securities
         Act of 1933 and is based upon the average of the high and low prices of
         the Registrant's Common Stock as reported in the NASDAQ National Market
         System on January 29, 1998.

    (2)  Includes  associated rights (the "Rights") to purchase the Registrant's
         Common Stock. Until the occurrence of certain  prescribed events,  none
         of which has occurred, the Rights are not exercisable, are evidenced by
         the certificates representing such Common Stock and will be transferred
         along with and only with such Common Stock.

<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.

         Information  required by Part I, Item 1 to be  contained in the Section
10(a) prospectus is omitted from this Registration  Statement in accordance with
the introductory Note to Part I of Form S-8.


Item 2.  Registrant Information and Employee Plan Annual Information.

         Information  required by Part I, Item 2 to be  contained in the Section
10(a) prospectus is omitted from this Registration  Statement in accordance with
the introductory Note to Part I of Form S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents of ELXSI Corporation (the "Registrant") and the
1997 Incentive  Stock Option Plan are hereby  incorporated  by reference in this
Registration Statement:

(a)      The Registrant's Annual Report on Form 10-K for the Registrant's fiscal
         year  ended   December  31,  1996,   including   the  portions  of  the
         Registrant's  Proxy  Statement  dated  April 14, 1997  incorporated  by
         reference into Part III of such Form 10-K;

(b)(i)   The Registrant's Quarterly Report on Form 10-Q for the quarterly period
         ended March 31, 1997;

(b)(ii)  The  Registrant's  Current  Report on Form 8-K dated June 24, 1997 (and
         filed with the Securities and Exchange Commission June 26, 1997);

(b)(iii) The Registrant's Quarterly Report on Form 10-Q for the quarterly period
         ended June 30, 1997;

(b)(iv)  The  Registrant's  Current  Report on Form 8-K dated  July 9, 1997 (and
         filed with the Securities and Exchange Commission July 9, 1997);

(b)(v)   The Registrant's Quarterly Report on Form 10-Q for the quarterly period
         ended September 30, 1997; and

(c)      The  description  of the  Registrant's  rights  ("Rights")  to purchase
         Common Stock in the  Registrant's  Registration  Statement of Form 8-A,
         dated  June 10,  1997  (and  filed  with the  Securities  and  Exchange
         Commission June 10, 1997), together with

                                      II-1

<PAGE>

         all  amendments or reports,  if any,  filed for the purpose of updating
         such description, to the extent of such updating.

         All documents subsequently filed by the Registrant pursuant to Sections
13(a),  13(c),  14 or 15(d) of the Securities  Exchange Act of 1934, as amended,
prior to the filing of a post-effective amendment to this Registration Statement
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 herein and to be a part hereof from the date of filing
of such documents.

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


Item 4.  Description of Securities.

(The inclusion in this  Registration of the response below to this Item 4 is not
because the Common Stock and Rights are not  registered  under Section 12 of the
Securities Exchange Act of 1934, as amended.)

                                  Capital Stock

Common and Preferred Stock

         The authorized capital stock of the Registrant  consists of 160,000,000
shares of  Common  Stock,  par value  $.001  per  share  ("Common  Stock"),  and
5,000,000 of shares of preferred  stock,  par value $.001 per share  ("Preferred
Stock").

         The   Registrant's   Certificate   of   Incorporation   authorizes  the
Registrant's Board of Directors to provide for the issuance,  from time to time,
of Preferred  Stock,  in one or more  series,  to fix the number of shares to be
included in each such series and to determine or alter the designations, powers,
preferences and rights of the shares of each such series and any qualifications,
limitations  or  restrictions  thereof.  Because the Board of Directors  has the
foregoing  powers with respect to Preferred  Stock, it may afford the holders of
any Preferred Stock preferences,  powers and rights (including voting rights and
rights to dividends and distributions upon liquidation)  senior to the rights of
the holders of Common Stock,  which could adversely affect the rights (including
voting rights and rights to dividends and  distributions  upon  liquidation)  of
holders of Common Stock and other Preferred Stock.


                                      II-2

<PAGE>

         Out of the authorized  Preferred  Stock,  the Registrant has designated
604,656 shares as Series A Non-Voting  Convertible  Preferred  Stock,  par value
$.001 per share (the "Series A Preferred"). These Series A Preferred shares: (i)
were originally designated for issuance upon exercise of the Registrant's Series
B Warrants  issued in January  1990,  and (ii) if ever  issued,  would have been
convertible  under certain  specified  conditions  into 241,862 shares of Common
Stock.  In  December  1996,  these  Series B Warrants  were  repurchased  by the
Registrant and the 604,656  shares of Series A Preferred were formally  declared
by the Board of Directors of the Registrant to have the status of authorized and
unissued  shares no longer  reserved for issuance (as  Preferred  Stock) for any
particular  purpose,  but  available  for  issuance  when,  if and to the extent
determined  by the  Board  of  Directors  of the  Registrant  (or an  authorized
committee thereof).

         Subject to the rights of holders of Preferred Stock,  holders of Common
Stock are entitled to receive dividends when, as and if declared by the Board of
Directors,  to share ratably in the assets of the Registrant  legally  available
for  distribution  to holders of Common Stock in the event of liquidation and to
one vote per share on all matters to be voted upon by the stockholders.  Holders
of  Common  Stock  do not have  cumulative  voting  rights  in the  election  of
directors and have no preemptive, subscription, redemption or conversion rights.

         Each share of Common Stock presently outstanding has, and each share of
Common Stock issued in the future will have, an attached  Common Stock  purchase
right, which are described in more detail in the "Rights" section hereinbelow.

         The transfer agent and registrar for the  Registrant's  Common Stock is
Continental Stock Transfer & Trust Company (the "Transfer Agent").

Bylaw Transfer Restrictions

         At the May 1997  Annual  Meeting  of  Stockholders  of the  Registrant,
stockholders  approved  certain  amendments  to  the  Registrant's  Bylaws  (the
"Subject  Bylaw  Amendments")  that impose certain  restrictions  (the "Transfer
Restrictions")  on the  transferability  of shares of Common  Stock,  as well as
certain other stock and warrants,  options and other rights to purchase stock of
the  Registrant   (hereinafter,   "other  equity   securities").   The  Transfer
Restrictions  were proposed by  management  in order to address the  possibility
that certain  transfers of Common Stock and other equity securities could result
in the  imposition of limitations on the ability of the Registrant and its ELXSI
subsidiary  to utilize the net  operating  loss ("NOL") and other credit or loss
carryforwards available to them, for federal income tax purposes.

         The  Transfer  Restrictions  do not  apply to  issuances  of  shares of
capital stock by the Registrant.  As a result, the Transfer  Restrictions do not
prevent  the  acquisition  of shares  upon  exercise  of  presently  outstanding
employee stock options or warrants of the  Registrant.  Such  acquisitions  were
excluded  from  the  operation  of  the  Transfer  Restrictions  because  it was
determined  that it is highly  unlikely  that the  issuance  of shares of Common
Stock of the Registrant  under such  circumstances  would  adversely  affect its
NOL's or other tax  attributes.  In addition,  since the  Registrant's  Board of
Directors  will be able to  consider  the effect on the  Registrant's  NOL's and
other tax  attributes  of future  issuances  of shares  of  capital  stock  (and
options, warrants and other rights to purchase

                                      II-3

<PAGE>

or  subscribe  for shares of  capital  stock) of the  Registrant  at the time of
issuance  (whether as a result of  transactions  with third parties,  such as an
acquisition for stock (and/or rights to purchase or subscribe for stock), or the
issuance  of stock  (and/or  rights to  purchase  or  subscribe  for stock) in a
private placement or public offering, or as compensation to employees,  officers
or directors or otherwise)  in advance of agreeing to issue such shares  (and/or
rights to purchase or subscribe  for stock),  future  issuances of stock (and/or
rights to purchase  stock or subscribe  for stock) by the  Registrant  also have
been excluded from the Transfer Restrictions.  Consequently, persons or entities
who are able to acquire  Common Stock or other equity  securities  directly from
the Registrant,  including  employees,  officers and directors of the Registrant
and  their   affiliates,   may  do  so  without   application  of  the  Transfer
Restrictions,  irrespective  of the  number of shares  (or  other  units)  being
acquired.

         The Subject Bylaw Amendments added a new Article XV to the Registrant's
Bylaws and established the Transfer Restrictions. Such Bylaws are filed herewith
as Exhibit 4.3, and is hereby  incorporated  herein by reference.  The following
description  of the  Subject  Bylaw  Amendments  and  Transfer  Restrictions  is
qualified in its entirety by reference to such Exhibit 4.3.

         The Transfer  Restrictions  generally  restrict until December 31, 2005
(or earlier,  in certain  events) any attempted  transfer of Common Stock or any
other  securities  of the  Registrant  that  would be  treated as "stock" of the
Registrant under the applicable tax regulations  (hereinafter,  "Company Stock")
to a person or group of  persons  who own,  or who would own as a result of such
transfer,  5% or more of the  Company  Stock.  The  Transfer  Restrictions  also
restrict any other attempted  transfer of Company Stock that would result in the
identification of a new "5-percent shareholder" of the Registrant (as determined
under applicable tax  regulations);  this would include,  among other things, an
attempted  acquisition of Company Stock from an existing 5-percent  shareholder.
For these purposes,  numerous rules of attribution,  aggregation and calculation
prescribed  under the Internal  Revenue Code (and related  regulations)  will be
applied in determining whether the 5% threshold has been met and whether a group
exists.  The restriction may also apply to proscribe the creation or transfer of
certain "options" (which are broadly defined) in respect of Company Stock to the
extent,  generally,  that  exercise of the option  would  result in a proscribed
level of Company Stock ownership.

         Generally speaking,  the Transfer  Restrictions apply only with respect
to the number of shares of Company  Stock (or  options  with  respect to Company
Stock)  purportedly  transferred  in excess of the threshold  established in the
Transfer  Restrictions.  In any event, these restrictions do not prevent a valid
transfer  if either the  transferor  or the  purported  transferee  obtains  the
approval of the Board of Directors  of the  Registrant  (or a committee  thereof
authorized by such Board). In deciding whether to approve any proposed transfer,
the Board of  Directors  (or such  committee)  may require an opinion of counsel
that it selects, in form and substance  reasonably  satisfactory to it, that the
transfer will not result in the application of any Internal Revenue Code Section
382 or Section 383 limitations on the use of the tax benefits.

         The  Transfer  Restrictions  generally  will  remain  in  effect  until
December 31, 2005,  unless Article XV (comprising the Subject Bylaw  Amendments)
is  earlier  repealed  or  its  effectiveness  is  otherwise  discontinued  by a
resolution adopted by the Board of Directors

                                      II-4

<PAGE>

of the Registrant (or an authorized  committee thereof).  The restriction period
is based on Section  172 of the  Internal  Revenue  Code,  which  permits an NOL
carryforward  to be carried  forward for a maximum of 15 taxable years following
the taxable year in which the loss arose and, accordingly, is designed to afford
full carryforward periods for NOL's arising through 1990.

         The  Transfer  Restrictions  imposed by the  Subject  Bylaw  Amendments
restrict  any person or entity (or group  thereof)  who was not,  prior to their
adoption,  an owner of 5% or more of the Company Stock from acquiring sufficient
Company  Stock to result in such  person or entity (or group  thereof) to become
the owner of 5% or more of Company  Stock,  and would  prohibit  the persons and
entities  who were at such time  owners of 5% or more of the  Company  Stock and
5-percent  shareholders (as determined  under  applicable tax regulations)  from
increasing  their  ownership of Company Stock without  obtaining the approval of
the Registrant's Board of Directors (or an authorized committee thereof).

         The Subject Bylaw Amendments provide for all certificates  representing
Company Stock to bear the following legend:

                  "THE  TRANSFER  OF  THE  SECURITIES  REPRESENTED
                  HEREBY  IS  SUBJECT  TO RESTRICTIONS PURSUANT TO
                  ARTICLE XV  OF  THE BYLAWS OF ELXSI CORPORATION,
                  WHICH ARTICLE XV IS REPRINTED IN ITS ENTIRETY ON
                  THIS CERTIFICATE."

In addition,  as stated in such legend,  such  certificates  will include a full
reprint of the Subject Bylaw Amendments.

         The  Registrant  has been advised by its counsel  that,  absent a court
determination: (i) there can be no assurance that the Transfer Restrictions will
be enforceable  against all of the stockholders of the Registrant,  and (ii) the
Transfer  Restrictions  may not be enforceable  against  holders of Common Stock
which voted against,  or abstained from voting on, the Subject Bylaw Amendments.
However, the Registrant believes that the Transfer  Restrictions are in the best
interests  of the  Registrant  and  its  stockholders  and are  reasonable;  the
Registrant   therefore  intends  to  act  vigorously  to  enforce  the  Transfer
Restrictions  against all holders of Common  Stock and other  equity  securities
regardless of how (or whether) they were voted on the Transfer Restrictions. The
Registrant  believes  that each  stockholder  who voted in favor of the  Subject
Bylaw Amendments  Restrictions or who surrendered or surrenders his or her share
certificates in exchange for a new certificate  bearing the above legend will in
effect have consented to the Transfer  Restrictions  and therefore will be bound
thereby. In such  circumstances,  the Registrant intends to assert that any such
stockholder would be estopped from challenging the Transfer Restrictions.

         Upon the issuance of any new certificates for Company Stock, whether in
connection  with a transfer or otherwise,  the  Registrant  intends to place the
above legend thereon. The Transfer Restrictions provide that the Registrant will
not permit any employee or agent of the Registrant  (which includes the Transfer
Agent) to record any transfer of Company Stock purportedly transferred in excess
of the threshold established

                                      II-5

<PAGE>

in the Transfer  Restrictions.  The foregoing may result in the delay or refusal
of certain requested transfers of Company Stock.

         The Subject  Bylaw  Amendments  provide that any transfer  attempted in
violation  of the  Transfer  Restrictions  will be void ab initio,  even if such
transfer has been recorded by the Transfer  Agent and new  certificates  issued.
The  purported  transferee  of such  Company  Stock would not be entitled to any
rights of  stockholders,  including the right to vote such Company Stock,  or to
receive dividends or distributions in liquidation in respect thereof, if any.

         If the Board of Directors of the Registrant determines that a purported
transfer has violated the Transfer Restrictions, the Registrant will require the
purported  transferee to surrender the relevant  Company Stock and any dividends
that such  purported  transferee  may have  received  thereon  to an agent to be
designated  by the  Board  of  Directors  of the  Registrant  (or an  authorized
committee  thereof) (the  "Agent").  The Agent will  thereupon  sell the Company
Stock in one or more  arm's-length  transactions  (executed  in The NASDAQ Stock
Market,  if  possible) to a buyer or buyers,  which may include the  Registrant;
however,  nothing  shall  require the Agent to sell the Company Stock within any
specific time frame if, in the Agent's  discretion,  such sale would disrupt the
market  for  Company  Stock or have an  adverse  effect on the value of  Company
Stock. If the purported transferee has resold the Company Stock before receiving
the  Registrant's   demand  to  surrender  such  Company  Stock,  the  purported
transferee  generally  will be required to transfer to the Agent the proceeds of
the sale and any  distributions  such  purported  transferee has received on the
Company  Stock.  After repaying its own expenses and  reimbursing  the purported
transferee  for the price  paid for the  Company  Stock  (or,  if the  purported
transfer  to the  purported  transferee  was by  gift,  inheritance  or  similar
transfer,  the fair market value of the Company  Stock),  the Agent will pay any
remaining  amounts  to one or more  charities  to be  selected  by the  Board of
Directors of the Registrant (or an authorized committee thereof).

         The Transfer  Restrictions  may have certain  "anti-takeover"  effects,
inasmuch as they may operate to discourage or prohibit: (i) persons, entities or
"groups" from  accumulating  in the  aggregate 5% or more of the Company  Stock;
(ii)  persons,  entities  or "groups"  already  owning 5% or more of the Company
Stock from acquiring additional Company Stock; and (iii) consequently,  persons,
entities or "groups" from accumulating  blocks of shares in excess of the number
beneficially owned by Alexander M. Milley, the Registrant's Chairman,  President
and Chief  Executive  Officer.  The  Transfer  Restrictions  may thus lessen the
likelihood that a takeover attempt will be made with respect to the Registrant.

         The Board of Directors  (and any authorized  committee  thereof) of the
Registrant  has the discretion to approve a transfer of Company Stock that would
otherwise violate the Transfer  Restrictions.  If the Board of Directors decides
to permit a transfer  that would  otherwise  violate the Transfer  Restrictions,
that transfer or later transfers may result in an "ownership  change" that would
limit the use of the NOL's and other tax  attributes of the  Registrant  and its
subsidiaries.


                                      II-6

<PAGE>

                                     Rights

         The Board of Directors of the Registrant  declared a dividend,  payable
to holders of record of the Common  Stock at the opening of business on June 16,
1997 (the  "Record  Date"),  of one Right for each  outstanding  share of Common
Stock. Each Right entitles the registered holder to purchase from the Registrant
one share of Common Stock (or in certain circumstances, cash, property, or other
securities  of the  Registrant),  at a  purchase  price of  $25.00,  subject  to
adjustment (the "Purchase Price").

         The actual terms of the Rights are established under and set forth in a
Rights Agreement, dated as of June 4, 1997 (the "Rights Agreement"), between the
Registrant and Continental Stock Transfer & Trust Company,  as Rights Agent (the
"Rights Agent").  A conformed copy of the Rights Agreement  (including a form of
the  certificate  to represent the Rights) is filed herewith as Exhibit 4.4, and
is hereby  incorporated  herein by reference.  The following  description of the
Rights is qualified by reference to such Exhibit 4.4.

         Initially,   the  Rights  will  be   evidenced   by  the   certificates
representing  shares of Common Stock then  outstanding,  and no separate  Rights
certificates  will be  distributed.  The Rights  will  separate  from the Common
Stock,  and  become  exercisable,  at such time (if any) that is the  earlier to
occur of (as the case may be, the  "Distribution  Date"):  (i) ten business days
following the first date of public  announcement (the "Stock  Acquisition Date")
that a person or group,  together with such person's or group's  Affiliates  and
Associates  (as defined under  specified  rules of the  Securities  and Exchange
Commission),  has  become  the  beneficial  owner of 15% (35% in the case of the
Milley Group Members (as hereinafter defined)) or more of the Common Stock (such
a person or group, an "Acquiring  Person"),  and (ii) ten business days (or such
later date as is determined by the Board of  Directors,  or if there  previously
has been an Adverse Change of Control, by a majority of the Continuing Directors
(as such terms are  hereinafter  defined))  after the  commencement  of a tender
offer or  exchange  offer  that would  result in a person or group  beneficially
owning 15% (35% in the case of the Milley  Group  Members) or more of the Common
Stock.  The "Milley Group  Members" are (a) Alexander M. Milley (the Chairman of
the Board, President and Chief Executive Officer of the Registrant, (b) his wife
and children, (c) any guardian, representative,  executor, estate, administrator
or agent of Mr.  Milley,  his wife or  children  (but only with  respect  to any
shares of Common Stock beneficially owned by any such guardian,  representative,
executor,  estate,  administrator  or agent in its  capacity  as such),  and (d)
provided  that Mr.  Milley has voting power with respect to any shares of Common
Stock held by any of the following: (x) any trust for the benefit of Mr. Milley,
his wife or children,  and (y) any corporation,  partnership,  limited liability
company or other  entity which Mr.  Milley,  his wife or any of his children may
control. For purposes of the foregoing,  "beneficial ownership" is determined as
provided under the Rights Agreement.

         Until the  Distribution  Date: (i) the Rights will be evidenced only by
the Common Stock  certificates  and will be  transferred  with such Common Stock
certificates,  (ii) new Common Stock certificates  issued on or after the Record
Date will contain a legend  indicating  that such  certificates  also  represent
Rights and  incorporating  by reference the terms of the Rights  Agreement,  and
(iii) the surrender for transfer of any certificates for

                                      II-7

<PAGE>

Common  Stock  outstanding  will also  constitute  the  transfer  of the  Rights
associated with the Common Stock represented by such certificates.

         The Rights will not be exercisable until the Distribution Date (if any)
and will  expire at the  close of  business  on June 15,  2007,  unless  earlier
redeemed or exchanged by the Registrant as described below.

         As  soon  as  practicable   after  any  Distribution   Date,   separate
certificates  representing  Rights,  in the  form  of  Exhibit  A to the  Rights
Agreement  ("Rights  Certificates"),  will be mailed to holders of record of the
Common  Stock  as of the  close  of  business  on  the  Distribution  Date,  and
thereafter,  the separate Rights  Certificates  alone will represent the Rights.
Except as otherwise  provided by the Rights Agreement or determined by the Board
of Directors of the Registrant,  only shares of Common Stock issued prior to the
Distribution Date will be issued with Rights.

         In the event that a person or group becomes an Acquiring  Person,  each
holder of a Right will  thereafter  have the right to  receive,  upon  exercise,
shares of Common  Stock (or in certain  circumstances,  cash,  property or other
securities of the Company) having a value equal to two times the Purchase Price.
Notwithstanding the foregoing,  following the occurrence of such an event or any
other  Triggering  Event (as  defined  below),  all Rights  that are,  or (under
certain  circumstances  specified in the Rights  Agreement)  were,  beneficially
owned by any Acquiring  Person or any of its  Affiliates  or Associates  will be
null and void.

         After any Stock Acquisition Date, in the event that: (i) the Registrant
consolidates  or merges with any other  person,  and the  Registrant  is not the
surviving   corporation,   (ii)  any  person   engages  in  a  share   exchange,
consolidation  or merger with the  Registrant  where the  outstanding  shares of
Common Stock of the  Registrant  are changed into or exchanged for stock,  other
securities  of the  other  person,  or  cash  or any  other  property,  and  the
Registrant  is  the  surviving  corporation,   or  (iii)  50%  or  more  of  the
Registrant's  assets or  earning  power is sold or  otherwise  transferred,  the
Rights Agreements requires that proper provisions be made so that each holder of
a Right shall thereafter have the right to receive, upon exercise,  common stock
of the acquiring  company having a value equal to two times the Purchase  Price.
The events set forth in this paragraph and the immediately  preceding  paragraph
are referred to as the "Triggering Events."

         The Purchase Price payable, and the number of shares of Common Stock or
other  securities,  cash or property  issuable,  upon exercise of the Rights are
subject to customary  adjustments  from time to time to prevent  dilution in the
event  of  certain  changes  in the  shares  of  the  Registrant.  With  certain
exceptions,  no  adjustment  in  the  Purchase  Price  will  be  required  until
cumulative  adjustments  amount to an increase or decrease of at least 1% in the
Purchase Price.

         In general,  the Registrant may redeem the Rights in whole,  but not in
part, at a price of $.001 per Right (subject to adjustment),  at any time before
the earlier of the close of business on: (i) the tenth  business  day  following
any Stock  Acquisition Date or (ii) the expiration date of the Rights.  However,
if the authorization to redeem the Rights occurs on or after the date that there
shall  have  been a  change  in a  majority  of the  Board of  Directors  of the
Registrant as a result of a proxy or consent solicitation and a person or

                                      II-8

<PAGE>

group that was a  participant  in such  solicitation  has stated (or if upon the
commencement of such  solicitation,  a majority of the Board of Directors of the
Registrant  has  determined  in good faith) that such person or group (or any of
its  Affiliates  or  Associates)  has taken or intends  to take or may  consider
taking  actions that would result in such person or group  becoming an Acquiring
Person or cause the  occurrence  of a Triggering  Event (the  existence of these
circumstances  being  referred to as an "Adverse  Change of Control"),  then the
redemption  of the  Rights  will  require  the  approval  of a  majority  of the
Continuing  Directors.  Immediately  upon the  action of the Board of  Directors
ordering  redemption of the Rights, the Rights will terminate and the only right
of the holders of Rights will be to receive the $.001 redemption price.

         "Continuing  Director"  means: (i) any member of the Board of Directors
of the Registrant who, while a member of such Board, is not an Acquiring Person,
or an Affiliate or Associate of an Acquiring  Person,  or a representative of an
Acquiring Person or of any such Affiliate or Associate, and was a member of such
Board prior to the Record Date,  or (ii) any person who  subsequently  becomes a
member of such  Board who,  while a member of such  Board,  is not an  Acquiring
Person, or an Affiliate or Associate of an Acquiring Person, or a representative
of an Acquiring  Person or of any such Affiliate or Associate,  if such person's
nomination  for election or election to the Board of Directors of the Registrant
is recommended or approved by a majority of the Continuing Directors.

         At any time after a person or group  becomes an  Acquiring  Person (but
before such Acquiring Person owns 50% or more of the Common Stock), the Board of
Directors of the Registrant may exchange the then  outstanding  and  exercisable
Rights (other than those owned by an Acquiring  Person, or any of its Affiliates
or Associates,  that have become null and void as referenced  hereinabove),  for
shares of Common Stock,  each Right being  exchangeable  for one share of Common
Stock, subject to adjustment.

         Until a Right is exercised,  the holder thereof,  as such, will have no
rights as a stockholder of the Registrant,  including,  without limitation,  the
right to vote or to receive dividends.

         Any of the  provisions  of  the  Rights  Agreement  may be  amended  or
supplemented  by the Board of Directors of the Registrant  (without the approval
of holders of Rights) prior to the earliest to occur of (i) a Distribution Date,
(ii) a Triggering  Event or (iii) an Adverse Change of Control.  After the first
to occur of such events,  the provisions of the Rights  Agreement may be amended
or supplement  with the approval of a majority of the Continuing  Directors (and
without  the  approval  of holders of  Rights):  (x) in any manner that will not
adversely affect the interests of the holders of Rights (other than an Acquiring
Person or its Affiliates or  Associates),  or (y) in order to cure any ambiguity
or to correct or  supplement  any  provision  that a majority of the  Continuing
Directors may deem to be defective or inconsistent  with other provisions of the
Rights Agreement, or (z) to shorten or lengthen any time period under the Rights
Agreement; however, the Rights Agreement cannot be so supplemented or amended to
(A) change the redemption  price,  accelerate the expiration date of the Rights,
change the  Purchase  Price,  or change the number of shares of Common Stock for
which a Right is  exercisable,  or (B)  lengthen  (1) the time  period  when the
Rights may be redeemed at a time when the Rights are not then redeemable, or (2)
any other time period unless such lengthening is for the purpose of

                                      II-9

<PAGE>

protecting,  enhancing or clarifying the rights of, and/or, the benefits to, the
holders  of  Rights  (other  than  an  Acquiring  Person  or its  Affiliates  or
Associates).

         The Rights may have certain "anti-takeover"  effects,  inasmuch as they
may  operate  to  cause  substantial  dilution  to a person  or  group  (and the
Affiliates  and  Associates  thereof)  that  attempts to acquire the  Registrant
without conditioning the offer on a substantial number of Rights being acquired.
The Rights may thus lessen the likelihood  that a takeover  attempt will be made
with  respect to the  Registrant.  However,  in the opinion of the  Registrant's
management,  the Rights  will help  ensure  that the  Registrant's  stockholders
receive fair and equal  treatment  in the event of any proposed  takeover of the
Registrant. The execution of the Rights Agreement and distribution of the Rights
by the  Registrant  were not in  response  to any  specific  takeover  threat or
proposal, but were precautions taken in order to help protect these interests of
the Registrant's stockholders.


Item 5.  Interest of Named Experts and Counsel.

                                  Legal Opinion

         The  legality of the shares of Common Stock and Rights  offered  hereby
has  been  passed  upon  for  the  Registrant  by  Dechert  Price &  Rhoads,  30
Rockefeller Plaza, New York, New York 10112.

                                     Experts

         The consolidated financial statements incorporated in this Registration
Statement by reference to the  Registrant's  Annual  Report on Form 10-K for the
year ended December 31, 1996 have been so incorporated in reliance on the report
of Price Waterhouse LLP, independent accountants, given on the authority of said
firm as experts in auditing and accounting.


Item 6.  Indemnification of Directors and Officers.

         As provided in Article XI of the Registrant's  Bylaws,  the Registrant:
(i) shall, to the fullest extent permitted by the Delaware  General  Corporation
Law, indemnify all its officers and directors, and (ii) shall have the power, to
the  fullest  extent  permitted  by the  Delaware  General  Corporation  Law, to
indemnify  its  employees  and other  agents.  The  Registrant  has  obtained  a
directors  and officers  liability  insurance  policy which insures such persons
against loss arising from certain claims made by reason of their being directors
or officers of the Registrant.


Item 7.  Exemption from Registration Claimed.

         Not applicable.


                                      II-10

<PAGE>


Item 8.  Exhibits.

The following exhibits are filed herewith:

Exhibit No.    Description
-----------    -----------

4.1            Restated  Certificate  of  Incorporation  of the  Registrant,  as
               amended.  (Incorporated herein by reference to Exhibit 3.1 of the
               Registrant's Annual Report on Form 10-K for the fiscal year ended
               December 31, 1989 (file No. 0-11877))

4.2            Certificate of Amendment of Restated Certificate of Incorporation
               of the  Company  dated  May 27,  1992.  (Incorporated  herein  by
               reference  to Exhibit 3.2 of the  Registrant's  Annual  Report on
               Form 10-K for the fiscal year ended  December  31, 1994 (file No.
               0-11877))

4.3            Bylaws of the  Registrant  (incorporated  herein by  reference to
               Exhibit 3.3 to the Company's  Form 8-K Current  Report dated June
               24, 1997 filed on June 26, 1997 (File No. 0-11877))

4.4            Rights  Agreement,   dated  as  of  June  4,  1997,  between  the
               Registrant and  Continental  Stock  Transfer & Trust Company,  as
               Rights Agent (incorporated herein by reference to Exhibit 4.17 to
               the Company's  Form 8-A  Registration  Statement  dated and filed
               June 10, 1997 (file no. 0-11877)).

4.5            ELXSI Corporation 1997 Incentive Stock Option Plan

5.1            Opinion of Dechert Price & Rhoads

23.1           Consent of Dechert Price & Rhoads (included in Exhibit 5.1)

23.2           Consent of Price Waterhouse LLP, independent accountants

24.1           Power of Attorney (included on page II-15)


Item 9.  Undertakings.

Undertakings required by Item 512(a) of Regulation S-K
------------------------------------------------------

The undersigned Registrant hereby undertakes:

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

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


                                      II-11

<PAGE>



                    (ii) To  reflect  in the  prospectus  any  facts  or  events
               arising after the effective date of this  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 this  registration  statement
               (Notwithstanding  the  foregoing,  any  increase  or  decrease in
               volume  of  securities  offered  (if the  total  dollar  value of
               securities  offered  would not exceed that which was  registered)
               and any  deviation  from  the low or  high  end of the  estimated
               maximum offering range may be reflected in the form of prospectus
               filed  with the  Commission  pursuant  to Rule  424(b) if, in the
               aggregate,  changes in volume and price  represent no more than a
               20% change in the maximum  aggregate  offering price set forth in
               the  "Calculation  of  Registration  Fee" table in the  effective
               registration statement.); and

                    (iii) To include any  material  information  with respect to
               the  plan  of  distribution  not  previously  disclosed  in  this
               registration statement or any material change to such information
               in this registration statement;

        provided,  however, that paragraphs (1)(a) and (1)(b) shall 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; and

(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.


Undertakings required by Item 512(b) of Regulation S-K
------------------------------------------------------

The undersigned  Registrant  hereby undertakes 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 that is  incorporated  by  reference  in this  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.


Undertakings required by Item 512(h) of Regulation S-K
------------------------------------------------------

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

                                      II-12

<PAGE>

as expressed in the  Securities  Act and is,  therefore,  unenforceable.  In the
event that a claim for indemnification  against such liabilities (other than the
payment by the  registrant  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 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 of 1933 and will be governed by the final adjudication of such.

                                      II-13

<PAGE>


                                    SIGNATURE


        Registrant.  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 Orlando, Florida on December 9, 1997.

                                        ELXSI CORPORATION


                                        By:/s/ Alexander M. Milley
                                           -------------------------------------
                                            Alexander M. Milley
                                            President and Chief
                                            Executive Officer


                                      II-14

<PAGE>

                        POWER OF ATTORNEY AND SIGNATURES

        Each person  whose  signature  appears  below  constitutes  and appoints
Alexander M. Milley,  Thomas R.  Druggish  and David M.  Doolittle,  and each of
them,  his true and  lawful  attorney-in-fact  and  agent,  with  full  power of
substitution  and  resubstitution,  for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments)  to this  Registration  Statement,  and to file the  same,  with all
exhibits thereto, and all documents in connection therewith, with the Securities
and Exchange Commission under the Securities Act of 1933.

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

<CAPTION>
      Signature                                       Title                               Date
      ---------                                       -----                               ----


<S>                                         <C>                                      <C>
/s/ Alexander M. Milley                     Chairman, President and                  December 9, 1997
------------------------------------
Alexander M. Milley                         Chief Executive Officer
                                            (Principal Executive
                                            Officer)


/s/ Thomas R. Druggish                      Vice President, Treasurer                December 9, 1997
------------------------------------
Thomas R. Druggish                          and Secretary (Principal
                                            Financial and Accounting
                                            Officer)


/s/ Robert C. Shaw                          Director                                 December 9, 1997
------------------------------------
Robert C. Shaw



/s/ Farrokh K. Kavarana                     Director                                 December 9, 1997
------------------------------------
Farrokh K. Kavarana



/s/ Kevin P. Lynch                          Director                                 December 9, 1997
------------------------------------
Kevin P. Lynch



/s/ Denis M. O'Donnell                      Director                                 December 9, 1997
------------------------------------
Denis M. O'Donnell

</TABLE>



                                      II-15

<PAGE>

                                  EXHIBIT INDEX


Exhibit No.                         Description                             Page

   4.1            Restated  Certificate of  Incorporation  of the
                  Registrant, as amended. (Incorporated herein by
                  reference  to Exhibit  3.1 of the  Registrant's
                  Annual  Report on Form 10-K for the fiscal year
                  ended December 31, 1989 (file No. 0-11877))

   4.2            Certificate    of    Amendment    of   Restated
                  Certificate  of  Incorporation  of the  Company
                  dated  May 27,  1992.  (Incorporated  herein by
                  reference  to Exhibit  3.2 of the  Registrant's
                  Annual  Report on Form 10-K for the fiscal year
                  ended December 31, 1994 (file No. 0-11877))

   4.3            Bylaws of the Registrant  (incorporated  herein
                  by  reference  to Exhibit 3.3 to the  Company's
                  Form 8-K  Current  Report  dated June 24,  1997
                  filed on June 26, 1997 (File No. 0-11877))

   4.4            Rights  Agreement,  dated  as of June 4,  1997,
                  between the  Registrant and  Continental  Stock
                  Transfer  &  Trust  Company,  as  Rights  Agent
                  (incorporated  herein by  reference  to Exhibit
                  4.17 to the  Company's  Form  8-A  Registration
                  Statement  dated and filed June 10,  1997 (file
                  no. 0-11877)).

   4.5            ELXSI  Corporation  1997 Incentive Stock Option
                  Plan

   5.1            Opinion of Dechert Price & Rhoads

   23.1           Consent of Dechert Price & Rhoads  (included in
                  Exhibit 5.1)

   23.2           Consent of Price Waterhouse LLP

   24.1           Power of Attorney (included on page II-15)
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 FOR ELXSI CORPORATION", "secsgml_size_bytes": 49799}]
{"company-data": {"conformed-name": "ELXSI CORP /DE//", "cik": "0000712843", "assigned-sic": "5812", "irs-number": "770151523", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-45381", "film-number": "98518843"}, "business-address": {"street1": "4209 VINELAND ROAD SUITE J-I", "street2": "C/O ELXSI", "city": "ORLANDO", "state": "FL", "zip": "32811", "phone": "4078491090"}, "mail-address": {"street1": "4209 VINELAND ROAD", "street2": "SUITE J-1", "city": "ORLANDO", "state": "FL", "zip": "32811"}, "former-company": [{"former-conformed-name": "ELXSI CORP /DE/", "date-changed": "19920703"}, {"former-conformed-name": "ELXSI LTD", "date-changed": "19870920"}, {"former-conformed-name": "TRILOGY LTD", "date-changed": "19870127"}]}
As filed with the Securities and Exchange Commission on January 30, 1998

                                          Registration Statement No. 333-_______
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                ELXSI Corporation
             ------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

                                    Delaware
         --------------------------------------------------------------
         (State or Other Jurisdiction of Incorporation or Organization)

                                   77-0151523
                      ------------------------------------
                      (I.R.S. Employer Identification No.)

             3600 Rio Vista Avenue, Suite A, Orlando, Florida 32805
             ------------------------------------------------------
                    (Address of Principal Executive Offices)

               ELXSI Corporation 1997 Incentive Stock Option Plan
               --------------------------------------------------
                            (Full Title of the Plan)

                               Alexander M. Milley
                      President and Chief Executive Officer
                         3600 Rio Vista Avenue, Suite A
                             Orlando, Florida 32805
                     ---------------------------------------
                     (Name and Address of Agent For Service)

                                 (407) 849-1090
          -------------------------------------------------------------
          (Telephone Number, Including Area Code, of Agent for Service)

                      Copy to:    Claude A. Baum, Esq.
                                 Dechert Price & Rhoads
                                  30 Rockefeller Plaza
                                New York, New York 10112

                         CALCULATION OF REGISTRATION FEE

----------------------------------------------------------------------------------------------
Title of                            Proposed           Proposed
Securities                          Maximum            Maximum               Amount of
to be              Amount to be     Offering Price     Aggregate             Registration
Registered         Registered       Per Share(1)       Offering Price(1)     Fee
----------------------------------------------------------------------------------------------
Common Stock,        130,000        $10.78125          $1,401,562.50         $413.46
par value $.001
(and associated
Rights)(2)
----------------------------------------------------------------------------------------------
(1)  This estimate is made solely for the purpose of determining  the amount
         of the  registration  fee pursuant to Rule 457(c) under the  Securities
         Act of 1933 and is based upon the average of the high and low prices of
         the Registrant's Common Stock as reported in the NASDAQ National Market
         System on January 29, 1998.

    (2)  Includes  associated rights (the "Rights") to purchase the Registrant's
         Common Stock. Until the occurrence of certain  prescribed events,  none
         of which has occurred, the Rights are not exercisable, are evidenced by
         the certificates representing such Common Stock and will be transferred
         along with and only with such Common Stock.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.

         Information  required by Part I, Item 1 to be  contained in the Section
10(a) prospectus is omitted from this Registration  Statement in accordance with
the introductory Note to Part I of Form S-8.

Item 2.  Registrant Information and Employee Plan Annual Information.

         Information  required by Part I, Item 2 to be  contained in the Section
10(a) prospectus is omitted from this Registration  Statement in accordance with
the introductory Note to Part I of Form S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents of ELXSI Corporation (the "Registrant") and the
1997 Incentive  Stock Option Plan are hereby  incorporated  by reference in this
Registration Statement:

(a)      The Registrant's Annual Report on Form 10-K for the Registrant's fiscal
         year  ended   December  31,  1996,   including   the  portions  of  the
         Registrant's  Proxy  Statement  dated  April 14, 1997  incorporated  by
         reference into Part III of such Form 10-K;

(b)(i)   The Registrant's Quarterly Report on Form 10-Q for the quarterly period
         ended March 31, 1997;

(b)(ii)  The  Registrant's  Current  Report on Form 8-K dated June 24, 1997 (and
         filed with the Securities and Exchange Commission June 26, 1997);

(b)(iii) The Registrant's Quarterly Report on Form 10-Q for the quarterly period
         ended June 30, 1997;

(b)(iv)  The  Registrant's  Current  Report on Form 8-K dated  July 9, 1997 (and
         filed with the Securities and Exchange Commission July 9, 1997);

(b)(v)   The Registrant's Quarterly Report on Form 10-Q for the quarterly period
         ended September 30, 1997; and

(c)      The  description  of the  Registrant's  rights  ("Rights")  to purchase
         Common Stock in the  Registrant's  Registration  Statement of Form 8-A,
         dated  June 10,  1997  (and  filed  with the  Securities  and  Exchange
         Commission June 10, 1997), together with

                                      II-1
all  amendments or reports,  if any,  filed for the purpose of updating
         such description, to the extent of such updating.

         All documents subsequently filed by the Registrant pursuant to Sections
13(a),  13(c),  14 or 15(d) of the Securities  Exchange Act of 1934, as amended,
prior to the filing of a post-effective amendment to this Registration Statement
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 herein and to be a part hereof from the date of filing
of such documents.

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

Item 4.  Description of Securities.

(The inclusion in this  Registration of the response below to this Item 4 is not
because the Common Stock and Rights are not  registered  under Section 12 of the
Securities Exchange Act of 1934, as amended.)

                                  Capital Stock

Common and Preferred Stock

         The authorized capital stock of the Registrant  consists of 160,000,000
shares of  Common  Stock,  par value  $.001  per  share  ("Common  Stock"),  and
5,000,000 of shares of preferred  stock,  par value $.001 per share  ("Preferred
Stock").

         The   Registrant's   Certificate   of   Incorporation   authorizes  the
Registrant's Board of Directors to provide for the issuance,  from time to time,
of Preferred  Stock,  in one or more  series,  to fix the number of shares to be
included in each such series and to determine or alter the designations, powers,
preferences and rights of the shares of each such series and any qualifications,
limitations  or  restrictions  thereof.  Because the Board of Directors  has the
foregoing  powers with respect to Preferred  Stock, it may afford the holders of
any Preferred Stock preferences,  powers and rights (including voting rights and
rights to dividends and distributions upon liquidation)  senior to the rights of
the holders of Common Stock,  which could adversely affect the rights (including
voting rights and rights to dividends and  distributions  upon  liquidation)  of
holders of Common Stock and other Preferred Stock.

                                      II-2
Out of the authorized  Preferred  Stock,  the Registrant has designated
604,656 shares as Series A Non-Voting  Convertible  Preferred  Stock,  par value
$.001 per share (the "Series A Preferred"). These Series A Preferred shares: (i)
were originally designated for issuance upon exercise of the Registrant's Series
B Warrants  issued in January  1990,  and (ii) if ever  issued,  would have been
convertible  under certain  specified  conditions  into 241,862 shares of Common
Stock.  In  December  1996,  these  Series B Warrants  were  repurchased  by the
Registrant and the 604,656  shares of Series A Preferred were formally  declared
by the Board of Directors of the Registrant to have the status of authorized and
unissued  shares no longer  reserved for issuance (as  Preferred  Stock) for any
particular  purpose,  but  available  for  issuance  when,  if and to the extent
determined  by the  Board  of  Directors  of the  Registrant  (or an  authorized
committee thereof).

         Subject to the rights of holders of Preferred Stock,  holders of Common
Stock are entitled to receive dividends when, as and if declared by the Board of
Directors,  to share ratably in the assets of the Registrant  legally  available
for  distribution  to holders of Common Stock in the event of liquidation and to
one vote per share on all matters to be voted upon by the stockholders.  Holders
of  Common  Stock  do not have  cumulative  voting  rights  in the  election  of
directors and have no preemptive, subscription, redemption or conversion rights.

         Each share of Common Stock presently outstanding has, and each share of
Common Stock issued in the future will have, an attached  Common Stock  purchase
right, which are described in more detail in the "Rights" section hereinbelow.

         The transfer agent and registrar for the  Registrant's  Common Stock is
Continental Stock Transfer & Trust Company (the "Transfer Agent").

Bylaw Transfer Restrictions

         At the May 1997  Annual  Meeting  of  Stockholders  of the  Registrant,
stockholders  approved  certain  amendments  to  the  Registrant's  Bylaws  (the
"Subject  Bylaw  Amendments")  that impose certain  restrictions  (the "Transfer
Restrictions")  on the  transferability  of shares of Common  Stock,  as well as
certain other stock and warrants,  options and other rights to purchase stock of
the  Registrant   (hereinafter,   "other  equity   securities").   The  Transfer
Restrictions  were proposed by  management  in order to address the  possibility
that certain  transfers of Common Stock and other equity securities could result
in the  imposition of limitations on the ability of the Registrant and its ELXSI
subsidiary  to utilize the net  operating  loss ("NOL") and other credit or loss
carryforwards available to them, for federal income tax purposes.

         The  Transfer  Restrictions  do not  apply to  issuances  of  shares of
capital stock by the Registrant.  As a result, the Transfer  Restrictions do not
prevent  the  acquisition  of shares  upon  exercise  of  presently  outstanding
employee stock options or warrants of the  Registrant.  Such  acquisitions  were
excluded  from  the  operation  of  the  Transfer  Restrictions  because  it was
determined  that it is highly  unlikely  that the  issuance  of shares of Common
Stock of the Registrant  under such  circumstances  would  adversely  affect its
NOL's or other tax  attributes.  In addition,  since the  Registrant's  Board of
Directors  will be able to  consider  the effect on the  Registrant's  NOL's and
other tax  attributes  of future  issuances  of shares  of  capital  stock  (and
options, warrants and other rights to purchase

                                      II-3
or  subscribe  for shares of  capital  stock) of the  Registrant  at the time of
issuance  (whether as a result of  transactions  with third parties,  such as an
acquisition for stock (and/or rights to purchase or subscribe for stock), or the
issuance  of stock  (and/or  rights to  purchase  or  subscribe  for stock) in a
private placement or public offering, or as compensation to employees,  officers
or directors or otherwise)  in advance of agreeing to issue such shares  (and/or
rights to purchase or subscribe  for stock),  future  issuances of stock (and/or
rights to purchase  stock or subscribe  for stock) by the  Registrant  also have
been excluded from the Transfer Restrictions.  Consequently, persons or entities
who are able to acquire  Common Stock or other equity  securities  directly from
the Registrant,  including  employees,  officers and directors of the Registrant
and  their   affiliates,   may  do  so  without   application  of  the  Transfer
Restrictions,  irrespective  of the  number of shares  (or  other  units)  being
acquired.

         The Subject Bylaw Amendments added a new Article XV to the Registrant's
Bylaws and established the Transfer Restrictions. Such Bylaws are filed herewith
as Exhibit 4.3, and is hereby  incorporated  herein by reference.  The following
description  of the  Subject  Bylaw  Amendments  and  Transfer  Restrictions  is
qualified in its entirety by reference to such Exhibit 4.3.

         The Transfer  Restrictions  generally  restrict until December 31, 2005
(or earlier,  in certain  events) any attempted  transfer of Common Stock or any
other  securities  of the  Registrant  that  would be  treated as "stock" of the
Registrant under the applicable tax regulations  (hereinafter,  "Company Stock")
to a person or group of  persons  who own,  or who would own as a result of such
transfer,  5% or more of the  Company  Stock.  The  Transfer  Restrictions  also
restrict any other attempted  transfer of Company Stock that would result in the
identification of a new "5-percent shareholder" of the Registrant (as determined
under applicable tax  regulations);  this would include,  among other things, an
attempted  acquisition of Company Stock from an existing 5-percent  shareholder.
For these purposes,  numerous rules of attribution,  aggregation and calculation
prescribed  under the Internal  Revenue Code (and related  regulations)  will be
applied in determining whether the 5% threshold has been met and whether a group
exists.  The restriction may also apply to proscribe the creation or transfer of
certain "options" (which are broadly defined) in respect of Company Stock to the
extent,  generally,  that  exercise of the option  would  result in a proscribed
level of Company Stock ownership.

         Generally speaking,  the Transfer  Restrictions apply only with respect
to the number of shares of Company  Stock (or  options  with  respect to Company
Stock)  purportedly  transferred  in excess of the threshold  established in the
Transfer  Restrictions.  In any event, these restrictions do not prevent a valid
transfer  if either the  transferor  or the  purported  transferee  obtains  the
approval of the Board of Directors  of the  Registrant  (or a committee  thereof
authorized by such Board). In deciding whether to approve any proposed transfer,
the Board of  Directors  (or such  committee)  may require an opinion of counsel
that it selects, in form and substance  reasonably  satisfactory to it, that the
transfer will not result in the application of any Internal Revenue Code Section
382 or Section 383 limitations on the use of the tax benefits.

         The  Transfer  Restrictions  generally  will  remain  in  effect  until
December 31, 2005,  unless Article XV (comprising the Subject Bylaw  Amendments)
is  earlier  repealed  or  its  effectiveness  is  otherwise  discontinued  by a
resolution adopted by the Board of Directors

                                      II-4
of the Registrant (or an authorized  committee thereof).  The restriction period
is based on Section  172 of the  Internal  Revenue  Code,  which  permits an NOL
carryforward  to be carried  forward for a maximum of 15 taxable years following
the taxable year in which the loss arose and, accordingly, is designed to afford
full carryforward periods for NOL's arising through 1990.

         The  Transfer  Restrictions  imposed by the  Subject  Bylaw  Amendments
restrict  any person or entity (or group  thereof)  who was not,  prior to their
adoption,  an owner of 5% or more of the Company Stock from acquiring sufficient
Company  Stock to result in such  person or entity (or group  thereof) to become
the owner of 5% or more of Company  Stock,  and would  prohibit  the persons and
entities  who were at such time  owners of 5% or more of the  Company  Stock and
5-percent  shareholders (as determined  under  applicable tax regulations)  from
increasing  their  ownership of Company Stock without  obtaining the approval of
the Registrant's Board of Directors (or an authorized committee thereof).

         The Subject Bylaw Amendments provide for all certificates  representing
Company Stock to bear the following legend:

                  "THE  TRANSFER  OF  THE  SECURITIES  REPRESENTED
                  HEREBY  IS  SUBJECT  TO RESTRICTIONS PURSUANT TO
                  ARTICLE XV  OF  THE BYLAWS OF ELXSI CORPORATION,
                  WHICH ARTICLE XV IS REPRINTED IN ITS ENTIRETY ON
                  THIS CERTIFICATE."

In addition,  as stated in such legend,  such  certificates  will include a full
reprint of the Subject Bylaw Amendments.

         The  Registrant  has been advised by its counsel  that,  absent a court
determination: (i) there can be no assurance that the Transfer Restrictions will
be enforceable  against all of the stockholders of the Registrant,  and (ii) the
Transfer  Restrictions  may not be enforceable  against  holders of Common Stock
which voted against,  or abstained from voting on, the Subject Bylaw Amendments.
However, the Registrant believes that the Transfer  Restrictions are in the best
interests  of the  Registrant  and  its  stockholders  and are  reasonable;  the
Registrant   therefore  intends  to  act  vigorously  to  enforce  the  Transfer
Restrictions  against all holders of Common  Stock and other  equity  securities
regardless of how (or whether) they were voted on the Transfer Restrictions. The
Registrant  believes  that each  stockholder  who voted in favor of the  Subject
Bylaw Amendments  Restrictions or who surrendered or surrenders his or her share
certificates in exchange for a new certificate  bearing the above legend will in
effect have consented to the Transfer  Restrictions  and therefore will be bound
thereby. In such  circumstances,  the Registrant intends to assert that any such
stockholder would be estopped from challenging the Transfer Restrictions.

         Upon the issuance of any new certificates for Company Stock, whether in
connection  with a transfer or otherwise,  the  Registrant  intends to place the
above legend thereon. The Transfer Restrictions provide that the Registrant will
not permit any employee or agent of the Registrant  (which includes the Transfer
Agent) to record any transfer of Company Stock purportedly transferred in excess
of the threshold established

                                      II-5
in the Transfer  Restrictions.  The foregoing may result in the delay or refusal
of certain requested transfers of Company Stock.

         The Subject  Bylaw  Amendments  provide that any transfer  attempted in
violation  of the  Transfer  Restrictions  will be void ab initio,  even if such
transfer has been recorded by the Transfer  Agent and new  certificates  issued.
The  purported  transferee  of such  Company  Stock would not be entitled to any
rights of  stockholders,  including the right to vote such Company Stock,  or to
receive dividends or distributions in liquidation in respect thereof, if any.

         If the Board of Directors of the Registrant determines that a purported
transfer has violated the Transfer Restrictions, the Registrant will require the
purported  transferee to surrender the relevant  Company Stock and any dividends
that such  purported  transferee  may have  received  thereon  to an agent to be
designated  by the  Board  of  Directors  of the  Registrant  (or an  authorized
committee  thereof) (the  "Agent").  The Agent will  thereupon  sell the Company
Stock in one or more  arm's-length  transactions  (executed  in The NASDAQ Stock
Market,  if  possible) to a buyer or buyers,  which may include the  Registrant;
however,  nothing  shall  require the Agent to sell the Company Stock within any
specific time frame if, in the Agent's  discretion,  such sale would disrupt the
market  for  Company  Stock or have an  adverse  effect on the value of  Company
Stock. If the purported transferee has resold the Company Stock before receiving
the  Registrant's   demand  to  surrender  such  Company  Stock,  the  purported
transferee  generally  will be required to transfer to the Agent the proceeds of
the sale and any  distributions  such  purported  transferee has received on the
Company  Stock.  After repaying its own expenses and  reimbursing  the purported
transferee  for the price  paid for the  Company  Stock  (or,  if the  purported
transfer  to the  purported  transferee  was by  gift,  inheritance  or  similar
transfer,  the fair market value of the Company  Stock),  the Agent will pay any
remaining  amounts  to one or more  charities  to be  selected  by the  Board of
Directors of the Registrant (or an authorized committee thereof).

         The Transfer  Restrictions  may have certain  "anti-takeover"  effects,
inasmuch as they may operate to discourage or prohibit: (i) persons, entities or
"groups" from  accumulating  in the  aggregate 5% or more of the Company  Stock;
(ii)  persons,  entities  or "groups"  already  owning 5% or more of the Company
Stock from acquiring additional Company Stock; and (iii) consequently,  persons,
entities or "groups" from accumulating  blocks of shares in excess of the number
beneficially owned by Alexander M. Milley, the Registrant's Chairman,  President
and Chief  Executive  Officer.  The  Transfer  Restrictions  may thus lessen the
likelihood that a takeover attempt will be made with respect to the Registrant.

         The Board of Directors  (and any authorized  committee  thereof) of the
Registrant  has the discretion to approve a transfer of Company Stock that would
otherwise violate the Transfer  Restrictions.  If the Board of Directors decides
to permit a transfer  that would  otherwise  violate the Transfer  Restrictions,
that transfer or later transfers may result in an "ownership  change" that would
limit the use of the NOL's and other tax  attributes of the  Registrant  and its
subsidiaries.

                                      II-6
Rights

         The Board of Directors of the Registrant  declared a dividend,  payable
to holders of record of the Common  Stock at the opening of business on June 16,
1997 (the  "Record  Date"),  of one Right for each  outstanding  share of Common
Stock. Each Right entitles the registered holder to purchase from the Registrant
one share of Common Stock (or in certain circumstances, cash, property, or other
securities  of the  Registrant),  at a  purchase  price of  $25.00,  subject  to
adjustment (the "Purchase Price").

         The actual terms of the Rights are established under and set forth in a
Rights Agreement, dated as of June 4, 1997 (the "Rights Agreement"), between the
Registrant and Continental Stock Transfer & Trust Company,  as Rights Agent (the
"Rights Agent").  A conformed copy of the Rights Agreement  (including a form of
the  certificate  to represent the Rights) is filed herewith as Exhibit 4.4, and
is hereby  incorporated  herein by reference.  The following  description of the
Rights is qualified by reference to such Exhibit 4.4.

         Initially,   the  Rights  will  be   evidenced   by  the   certificates
representing  shares of Common Stock then  outstanding,  and no separate  Rights
certificates  will be  distributed.  The Rights  will  separate  from the Common
Stock,  and  become  exercisable,  at such time (if any) that is the  earlier to
occur of (as the case may be, the  "Distribution  Date"):  (i) ten business days
following the first date of public  announcement (the "Stock  Acquisition Date")
that a person or group,  together with such person's or group's  Affiliates  and
Associates  (as defined under  specified  rules of the  Securities  and Exchange
Commission),  has  become  the  beneficial  owner of 15% (35% in the case of the
Milley Group Members (as hereinafter defined)) or more of the Common Stock (such
a person or group, an "Acquiring  Person"),  and (ii) ten business days (or such
later date as is determined by the Board of  Directors,  or if there  previously
has been an Adverse Change of Control, by a majority of the Continuing Directors
(as such terms are  hereinafter  defined))  after the  commencement  of a tender
offer or  exchange  offer  that would  result in a person or group  beneficially
owning 15% (35% in the case of the Milley  Group  Members) or more of the Common
Stock.  The "Milley Group  Members" are (a) Alexander M. Milley (the Chairman of
the Board, President and Chief Executive Officer of the Registrant, (b) his wife
and children, (c) any guardian, representative,  executor, estate, administrator
or agent of Mr.  Milley,  his wife or  children  (but only with  respect  to any
shares of Common Stock beneficially owned by any such guardian,  representative,
executor,  estate,  administrator  or agent in its  capacity  as such),  and (d)
provided  that Mr.  Milley has voting power with respect to any shares of Common
Stock held by any of the following: (x) any trust for the benefit of Mr. Milley,
his wife or children,  and (y) any corporation,  partnership,  limited liability
company or other  entity which Mr.  Milley,  his wife or any of his children may
control. For purposes of the foregoing,  "beneficial ownership" is determined as
provided under the Rights Agreement.

         Until the  Distribution  Date: (i) the Rights will be evidenced only by
the Common Stock  certificates  and will be  transferred  with such Common Stock
certificates,  (ii) new Common Stock certificates  issued on or after the Record
Date will contain a legend  indicating  that such  certificates  also  represent
Rights and  incorporating  by reference the terms of the Rights  Agreement,  and
(iii) the surrender for transfer of any certificates for

                                      II-7
Common  Stock  outstanding  will also  constitute  the  transfer  of the  Rights
associated with the Common Stock represented by such certificates.

         The Rights will not be exercisable until the Distribution Date (if any)
and will  expire at the  close of  business  on June 15,  2007,  unless  earlier
redeemed or exchanged by the Registrant as described below.

         As  soon  as  practicable   after  any  Distribution   Date,   separate
certificates  representing  Rights,  in the  form  of  Exhibit  A to the  Rights
Agreement  ("Rights  Certificates"),  will be mailed to holders of record of the
Common  Stock  as of the  close  of  business  on  the  Distribution  Date,  and
thereafter,  the separate Rights  Certificates  alone will represent the Rights.
Except as otherwise  provided by the Rights Agreement or determined by the Board
of Directors of the Registrant,  only shares of Common Stock issued prior to the
Distribution Date will be issued with Rights.

         In the event that a person or group becomes an Acquiring  Person,  each
holder of a Right will  thereafter  have the right to  receive,  upon  exercise,
shares of Common  Stock (or in certain  circumstances,  cash,  property or other
securities of the Company) having a value equal to two times the Purchase Price.
Notwithstanding the foregoing,  following the occurrence of such an event or any
other  Triggering  Event (as  defined  below),  all Rights  that are,  or (under
certain  circumstances  specified in the Rights  Agreement)  were,  beneficially
owned by any Acquiring  Person or any of its  Affiliates  or Associates  will be
null and void.

         After any Stock Acquisition Date, in the event that: (i) the Registrant
consolidates  or merges with any other  person,  and the  Registrant  is not the
surviving   corporation,   (ii)  any  person   engages  in  a  share   exchange,
consolidation  or merger with the  Registrant  where the  outstanding  shares of
Common Stock of the  Registrant  are changed into or exchanged for stock,  other
securities  of the  other  person,  or  cash  or any  other  property,  and  the
Registrant  is  the  surviving  corporation,   or  (iii)  50%  or  more  of  the
Registrant's  assets or  earning  power is sold or  otherwise  transferred,  the
Rights Agreements requires that proper provisions be made so that each holder of
a Right shall thereafter have the right to receive, upon exercise,  common stock
of the acquiring  company having a value equal to two times the Purchase  Price.
The events set forth in this paragraph and the immediately  preceding  paragraph
are referred to as the "Triggering Events."

         The Purchase Price payable, and the number of shares of Common Stock or
other  securities,  cash or property  issuable,  upon exercise of the Rights are
subject to customary  adjustments  from time to time to prevent  dilution in the
event  of  certain  changes  in the  shares  of  the  Registrant.  With  certain
exceptions,  no  adjustment  in  the  Purchase  Price  will  be  required  until
cumulative  adjustments  amount to an increase or decrease of at least 1% in the
Purchase Price.

         In general,  the Registrant may redeem the Rights in whole,  but not in
part, at a price of $.001 per Right (subject to adjustment),  at any time before
the earlier of the close of business on: (i) the tenth  business  day  following
any Stock  Acquisition Date or (ii) the expiration date of the Rights.  However,
if the authorization to redeem the Rights occurs on or after the date that there
shall  have  been a  change  in a  majority  of the  Board of  Directors  of the
Registrant as a result of a proxy or consent solicitation and a person or

                                      II-8
group that was a  participant  in such  solicitation  has stated (or if upon the
commencement of such  solicitation,  a majority of the Board of Directors of the
Registrant  has  determined  in good faith) that such person or group (or any of
its  Affiliates  or  Associates)  has taken or intends  to take or may  consider
taking  actions that would result in such person or group  becoming an Acquiring
Person or cause the  occurrence  of a Triggering  Event (the  existence of these
circumstances  being  referred to as an "Adverse  Change of Control"),  then the
redemption  of the  Rights  will  require  the  approval  of a  majority  of the
Continuing  Directors.  Immediately  upon the  action of the Board of  Directors
ordering  redemption of the Rights, the Rights will terminate and the only right
of the holders of Rights will be to receive the $.001 redemption price.

         "Continuing  Director"  means: (i) any member of the Board of Directors
of the Registrant who, while a member of such Board, is not an Acquiring Person,
or an Affiliate or Associate of an Acquiring  Person,  or a representative of an
Acquiring Person or of any such Affiliate or Associate, and was a member of such
Board prior to the Record Date,  or (ii) any person who  subsequently  becomes a
member of such  Board who,  while a member of such  Board,  is not an  Acquiring
Person, or an Affiliate or Associate of an Acquiring Person, or a representative
of an Acquiring  Person or of any such Affiliate or Associate,  if such person's
nomination  for election or election to the Board of Directors of the Registrant
is recommended or approved by a majority of the Continuing Directors.

         At any time after a person or group  becomes an  Acquiring  Person (but
before such Acquiring Person owns 50% or more of the Common Stock), the Board of
Directors of the Registrant may exchange the then  outstanding  and  exercisable
Rights (other than those owned by an Acquiring  Person, or any of its Affiliates
or Associates,  that have become null and void as referenced  hereinabove),  for
shares of Common Stock,  each Right being  exchangeable  for one share of Common
Stock, subject to adjustment.

         Until a Right is exercised,  the holder thereof,  as such, will have no
rights as a stockholder of the Registrant,  including,  without limitation,  the
right to vote or to receive dividends.

         Any of the  provisions  of  the  Rights  Agreement  may be  amended  or
supplemented  by the Board of Directors of the Registrant  (without the approval
of holders of Rights) prior to the earliest to occur of (i) a Distribution Date,
(ii) a Triggering  Event or (iii) an Adverse Change of Control.  After the first
to occur of such events,  the provisions of the Rights  Agreement may be amended
or supplement  with the approval of a majority of the Continuing  Directors (and
without  the  approval  of holders of  Rights):  (x) in any manner that will not
adversely affect the interests of the holders of Rights (other than an Acquiring
Person or its Affiliates or  Associates),  or (y) in order to cure any ambiguity
or to correct or  supplement  any  provision  that a majority of the  Continuing
Directors may deem to be defective or inconsistent  with other provisions of the
Rights Agreement, or (z) to shorten or lengthen any time period under the Rights
Agreement; however, the Rights Agreement cannot be so supplemented or amended to
(A) change the redemption  price,  accelerate the expiration date of the Rights,
change the  Purchase  Price,  or change the number of shares of Common Stock for
which a Right is  exercisable,  or (B)  lengthen  (1) the time  period  when the
Rights may be redeemed at a time when the Rights are not then redeemable, or (2)
any other time period unless such lengthening is for the purpose of

                                      II-9
protecting,  enhancing or clarifying the rights of, and/or, the benefits to, the
holders  of  Rights  (other  than  an  Acquiring  Person  or its  Affiliates  or
Associates).

         The Rights may have certain "anti-takeover"  effects,  inasmuch as they
may  operate  to  cause  substantial  dilution  to a person  or  group  (and the
Affiliates  and  Associates  thereof)  that  attempts to acquire the  Registrant
without conditioning the offer on a substantial number of Rights being acquired.
The Rights may thus lessen the likelihood  that a takeover  attempt will be made
with  respect to the  Registrant.  However,  in the opinion of the  Registrant's
management,  the Rights  will help  ensure  that the  Registrant's  stockholders
receive fair and equal  treatment  in the event of any proposed  takeover of the
Registrant. The execution of the Rights Agreement and distribution of the Rights
by the  Registrant  were not in  response  to any  specific  takeover  threat or
proposal, but were precautions taken in order to help protect these interests of
the Registrant's stockholders.

Item 5.  Interest of Named Experts and Counsel.

                                  Legal Opinion

         The  legality of the shares of Common Stock and Rights  offered  hereby
has  been  passed  upon  for  the  Registrant  by  Dechert  Price &  Rhoads,  30
Rockefeller Plaza, New York, New York 10112.

                                     Experts

         The consolidated financial statements incorporated in this Registration
Statement by reference to the  Registrant's  Annual  Report on Form 10-K for the
year ended December 31, 1996 have been so incorporated in reliance on the report
of Price Waterhouse LLP, independent accountants, given on the authority of said
firm as experts in auditing and accounting.

Item 6.  Indemnification of Directors and Officers.

         As provided in Article XI of the Registrant's  Bylaws,  the Registrant:
(i) shall, to the fullest extent permitted by the Delaware  General  Corporation
Law, indemnify all its officers and directors, and (ii) shall have the power, to
the  fullest  extent  permitted  by the  Delaware  General  Corporation  Law, to
indemnify  its  employees  and other  agents.  The  Registrant  has  obtained  a
directors  and officers  liability  insurance  policy which insures such persons
against loss arising from certain claims made by reason of their being directors
or officers of the Registrant.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

                                      II-10
Item 8.  Exhibits.

The following exhibits are filed herewith:

Exhibit No.    Description
-----------    -----------

4.1            Restated  Certificate  of  Incorporation  of the  Registrant,  as
               amended.  (Incorporated herein by reference to Exhibit 3.1 of the
               Registrant's Annual Report on Form 10-K for the fiscal year ended
               December 31, 1989 (file No. 0-11877))

4.2            Certificate of Amendment of Restated Certificate of Incorporation
               of the  Company  dated  May 27,  1992.  (Incorporated  herein  by
               reference  to Exhibit 3.2 of the  Registrant's  Annual  Report on
               Form 10-K for the fiscal year ended  December  31, 1994 (file No.
               0-11877))

4.3            Bylaws of the  Registrant  (incorporated  herein by  reference to
               Exhibit 3.3 to the Company's  Form 8-K Current  Report dated June
               24, 1997 filed on June 26, 1997 (File No. 0-11877))

4.4            Rights  Agreement,   dated  as  of  June  4,  1997,  between  the
               Registrant and  Continental  Stock  Transfer & Trust Company,  as
               Rights Agent (incorporated herein by reference to Exhibit 4.17 to
               the Company's  Form 8-A  Registration  Statement  dated and filed
               June 10, 1997 (file no. 0-11877)).

4.5            ELXSI Corporation 1997 Incentive Stock Option Plan

5.1            Opinion of Dechert Price & Rhoads

23.1           Consent of Dechert Price & Rhoads (included in Exhibit 5.1)

23.2           Consent of Price Waterhouse LLP, independent accountants

24.1           Power of Attorney (included on page II-15)

Item 9.  Undertakings.

Undertakings required by Item 512(a) of Regulation S-K
------------------------------------------------------

The undersigned Registrant hereby undertakes:

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

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

                                      II-11
(ii) To  reflect  in the  prospectus  any  facts  or  events
               arising after the effective date of this  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 this  registration  statement
               (Notwithstanding  the  foregoing,  any  increase  or  decrease in
               volume  of  securities  offered  (if the  total  dollar  value of
               securities  offered  would not exceed that which was  registered)
               and any  deviation  from  the low or  high  end of the  estimated
               maximum offering range may be reflected in the form of prospectus
               filed  with the  Commission  pursuant  to Rule  424(b) if, in the
               aggregate,  changes in volume and price  represent no more than a
               20% change in the maximum  aggregate  offering price set forth in
               the  "Calculation  of  Registration  Fee" table in the  effective
               registration statement.); and

                    (iii) To include any  material  information  with respect to
               the  plan  of  distribution  not  previously  disclosed  in  this
               registration statement or any material change to such information
               in this registration statement;

        provided,  however, that paragraphs (1)(a) and (1)(b) shall 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; and

(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.

Undertakings required by Item 512(b) of Regulation S-K
------------------------------------------------------

The undersigned  Registrant  hereby undertakes 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 that is  incorporated  by  reference  in this  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.

Undertakings required by Item 512(h) of Regulation S-K
------------------------------------------------------

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

                                      II-12
as expressed in the  Securities  Act and is,  therefore,  unenforceable.  In the
event that a claim for indemnification  against such liabilities (other than the
payment by the  registrant  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 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 of 1933 and will be governed by the final adjudication of such.

                                      II-13
SIGNATURE

        Registrant.  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 Orlando, Florida on December 9, 1997.

                                        ELXSI CORPORATION

                                        By:/s/ Alexander M. Milley
                                           -------------------------------------
                                            Alexander M. Milley
                                            President and Chief
                                            Executive Officer

                                      II-14
POWER OF ATTORNEY AND SIGNATURES

        Each person  whose  signature  appears  below  constitutes  and appoints
Alexander M. Milley,  Thomas R.  Druggish  and David M.  Doolittle,  and each of
them,  his true and  lawful  attorney-in-fact  and  agent,  with  full  power of
substitution  and  resubstitution,  for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments)  to this  Registration  Statement,  and to file the  same,  with all
exhibits thereto, and all documents in connection therewith, with the Securities
and Exchange Commission under the Securities Act of 1933.

        Pursuant  to the  requirements  of the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities indicated on the dates indicated.
Signature                                       Title                               Date
      ---------                                       -----                               ----
/s/ Alexander M. Milley                     Chairman, President and                  December 9, 1997
------------------------------------
Alexander M. Milley                         Chief Executive Officer
                                            (Principal Executive
                                            Officer)

/s/ Thomas R. Druggish                      Vice President, Treasurer                December 9, 1997
------------------------------------
Thomas R. Druggish                          and Secretary (Principal
                                            Financial and Accounting
                                            Officer)

/s/ Robert C. Shaw                          Director                                 December 9, 1997
------------------------------------
Robert C. Shaw

/s/ Farrokh K. Kavarana                     Director                                 December 9, 1997
------------------------------------
Farrokh K. Kavarana

/s/ Kevin P. Lynch                          Director                                 December 9, 1997
------------------------------------
Kevin P. Lynch

/s/ Denis M. O'Donnell                      Director                                 December 9, 1997
------------------------------------
Denis M. O'Donnell
II-15
EXHIBIT INDEX

Exhibit No.                         Description                             Page

   4.1            Restated  Certificate of  Incorporation  of the
                  Registrant, as amended. (Incorporated herein by
                  reference  to Exhibit  3.1 of the  Registrant's
                  Annual  Report on Form 10-K for the fiscal year
                  ended December 31, 1989 (file No. 0-11877))

   4.2            Certificate    of    Amendment    of   Restated
                  Certificate  of  Incorporation  of the  Company
                  dated  May 27,  1992.  (Incorporated  herein by
                  reference  to Exhibit  3.2 of the  Registrant's
                  Annual  Report on Form 10-K for the fiscal year
                  ended December 31, 1994 (file No. 0-11877))

   4.3            Bylaws of the Registrant  (incorporated  herein
                  by  reference  to Exhibit 3.3 to the  Company's
                  Form 8-K  Current  Report  dated June 24,  1997
                  filed on June 26, 1997 (File No. 0-11877))

   4.4            Rights  Agreement,  dated  as of June 4,  1997,
                  between the  Registrant and  Continental  Stock
                  Transfer  &  Trust  Company,  as  Rights  Agent
                  (incorporated  herein by  reference  to Exhibit
                  4.17 to the  Company's  Form  8-A  Registration
                  Statement  dated and filed June 10,  1997 (file
                  no. 0-11877)).

   4.5            ELXSI  Corporation  1997 Incentive Stock Option
                  Plan

   5.1            Opinion of Dechert Price & Rhoads

   23.1           Consent of Dechert Price & Rhoads  (included in
                  Exhibit 5.1)

   23.2           Consent of Price Waterhouse LLP

   24.1           Power of Attorney (included on page II-15)