As filed with the Securities and Exchange Commission on January 17, 1996

                                                   Registration No. 33-_________
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    Form S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                       FASTCOMM COMMUNICATIONS CORPORATION
             (Exact name of registrant as specified in its charter)

   
           Virginia                 45472 Holiday Drive        54-1289115       
(State or other jurisdiction of  Sterling, Virginia 20166    (I.R.S. Employer 
 incorporation or organization) Telephone: (703) 318-7750 Identification Number)
                 

    (Address of principal place of business, and address and telephone number
                         of principal executive offices)
<TABLE>
<S>                                   <C>                                       <C>
          Mark H. Rafferty            FastComm Communications Corporation              Copy to:      
      Chief Financial Officer         1992 Non Qualified Stock Option Plan        Thomas G. Amon, Esq. 
FastComm Communications Corporation                                                 Amon & Sabatini 
        45472 Holiday Drive           FastComm Communications Corporation          437 Madison Avenue
      Sterling, Virginia 20166          1992 Incentive Stock Option Plan        New York, New York 10022
     Telephone: (703) 318-7750                                                 Telephone: (212) 759-9030
(Name, address and telephone number   FastComm Communications Corporation       (Counsel for Registrant)
       of agent for service)          Executive Non-Qualified Option Plan   
</TABLE>
                                                   


<TABLE>
<CAPTION>
                                                  (CALCULATION OF REGISTRATION FEE)

====================================================================================================================================
                                                                    Proposed maximum       Proposed maximum
   Title of each class of                     Amount to be           offering price       aggregate offering           Amount of
 securities to be registered                   registered             per unit(2)              price(1)            registration fee
====================================================================================================================================

<S>                                          <C>                     <C>                    <C>                     <C>
Common Shares, par value $.01 per        
 share ..................................    1,047,251 (1)           $4.875 (2)             $4,848,289              $1,672.00
====================================================================================================================================
</TABLE>

(1)  Reserved for issuance on exercise of stock options  plus,  pursuant to Rule
     416,  such  indeterminate  number  of  additional  Common  Shares as may be
     required  for  issuance  on  exercise  as  a  result  of  the  antidilution
     provisions of such options.

(2)  Pursuant to Rule 457(c) and Rule 457(h),  the aggregate  offering price and
     the  filing  fee were  computed  on the  bases of (a) the  prices  at which
     existing  outstanding  options  may be  exercised  (988,333  options for an
     aggregate exercise price of $4,561,064) and (b) the last sale price for the
     Common Shares as of January 15, 1996 (such date being within five  business
     days  prior to the date of filing  of this  registration  statement),  with
     respect to the authorized  but unissued  balance of options (58,918 options
     at an assumed exercise price of $4.875 per share for an aggregate  exercise
     price of $287,225).

================================================================================

<PAGE>

                 THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS
             COVERING SECURITIES THAT HAVE BEEN REGISTERED UNDER THE
                             SECURITIES ACT OF 1933

                       FastComm Communications Corporation

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

                             1,047,251 Common Shares

                                     for the

                       FastComm Communications Corporation

                             1992 STOCK OPTION PLAN

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

     This  Prospectus  relates to the 1992 Stock  Option  Plan,  as amended (the
"Plan") of FastComm Communications Corporation (the "Company") and to the common
shares,  par value $.01 per share, of the Company (the "Common Shares") issuable
upon  exercise  of options  which have been or may be granted to key  employees,
including officers (herein sometimes "Employees"),  and independent contractors,
including  directors who are not also  employees or officers  (herein  sometimes
"Consultants")  of the Company  pursuant to the Plan. The Company has previously
registered  1,600,000 Common Shares under the Securities Act of 1933, as amended
(the  "Securities  Act"), for distribution to optionees upon the exercise of the
options granted or which may be granted under the Plan.

     Common Shares distributed,  if any, upon the exercise of options granted to
optionees  who are also  affiliates  of the  Company may only be  reofferred  or
resold pursuant to a separate  prospectus prepared for that purpose, or pursuant
to an exemption from the  registration  requirements  of the Securities  Act. An
affiliate  of the  Company is defined as a person  who  directly  or  indirectly
controls,  is controlled  by, or is under common  control with,  the Company and
includes, among others, officers, directors and persons holding greater than ten
percent of the issued and outstanding Common Shares.

     The Common Shares are traded on the NASDAQ National Market System under the
symbol "FSCX."

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

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

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

                The date of this Prospectus is January 17, 1996.


<PAGE>

                                    THE PLAN

General

     The  Plan was  adopted  by the  Board  of  Directors  and  approved  by the
shareholders  of the  Company  effective  December  3, 1992,  and has since been
amended by the Board of Directors of the Company on August 31, 1993 and 1994 and
on April 28, 1995.  The first and third  amendments  involved an increase in the
number of shares subject to the Plan and the second  involved a reduction in the
option  exercise  price of certain  outstanding  options  as of that  date.  The
summary  of the  plan  contained  in this  Prospectus  does  not  purport  to be
complete.  Reference is made to the Plan itself for a complete  statement of its
terms and provisions.

     The principal executive offices of the Company are located at 45472 Holiday
Drive,  Sterling,  Virginia 20166,  and its telephone  number is (703) 318-7750.
Participants in the Plan may obtain  additional  information  regarding the Plan
and its  administration  from the Chief Financial  Officer of the Company at its
executive offices, where a copy of the Plan is maintained for inspection.

     The Plan is not subject to the provisions of the Employee Retirement Income
Security Act of 1974, as amended,  and is not qualified  under Section 401(a) of
the Internal Revenue Code of 1986, as amended (the "Code").

     The Plan is intended  to provide an  incentive  to certain  key  employees,
including  officers,  directors  who  are  not  also  employees  as  well  as to
independent  contractors and consultants who have agreed to perform services for
the Company.

     The Plan authorizes the Company to grant either  "incentive  stock options"
to  Employees  only or  "non-statutory  stock  options" to either  Employees  or
Consultants  to purchase  up to  1,000,000  Common  Shares of the  Company;  and
1,000,000  Common  Shares have been  reserved for issuance  upon the exercise of
such  options.  Shares  subject to options will be available  from the Company's
authorized and unissued Common Shares or from shares  reacquired by the Company.
If any option  expires or terminates  without having been exercised in full, the
unpurchased shares subject thereto will be restored to the Plan.

     The  number  of  shares  covered  by the  Plan  and the  number  of  shares
purchasable  upon  exercise of  outstanding  options  are  subject to  equitable
adjustment in the event of a split-up, merger, consolidation,  recapitalization,
reorganization,  reclassification  or  capital  adjustment,  including  a  share
dividend.  In such an event the exercise  price of any  outstanding  option will
also be equitably adjusted.

Administration

     The Plan is administered by a committee (the "Committee") consisting of not
less than two members of the Company's Board of Directors appointed from time to
time by the Board. Members serve at the pleasure of the Board and may be changed
at any time.  The Committee  determines  the terms of each  individual  grant of
options,  has  authority  to construe  the Plan and has the power to  prescribe,
amend and revoke rules and regulations for  administration of the Plan. Only key
employees,  including officers, of the Company are eligible to receive incentive
stock  options  under  the  Plan.  Directors  of the  Company  who are not  also
employees  are  not  eligible  to  receive  incentive  stock  options.  However,
directors, outside consultants and other independent contractors are eligible to
receive non-statutory options pursuant to the Plan.



                                       2
<PAGE>

Price and Other Conditions

     The exercise price for each  incentive  stock option granted under the Plan
must be not less than 100% of the fair market value of the Common  Shares on the
date the option is  granted,  except in the case of an  incentive  stock  option
granted to an employee who owns more than ten percent of the Common  Shares,  in
which case the exercise price shall be at least 110% of the fair market value of
the Common Shares on the date such option is granted.  No incentive stock option
may be granted to an  Employee  if, as the result of such grant,  the  aggregate
fair market  value  (determined  as of the time the  incentive  stock  option is
granted) of the Common Shares for which such Employee has been granted incentive
stock  options  exercisable  for the  first  time by such  Employee  during  any
calendar  year under all  incentive  stock option  plans of the Company  exceeds
$100,000.  In the case of a  non-statutory  option,  the exercise price for each
option granted under the Plan must be not less than 85% of the fair market value
of a Common Share on the date such non-statutory option is granted.

     No option  granted  under the Plan shall be  exercisable  for more than ten
years after the date of grant,  except that no incentive stock option granted to
an employee who owns more than ten percent of the total combined voting power of
all classes of capital shares of the Company shall be exercisable more than five
years after the date such incentive option is granted.

     All  options  granted  under the Plan also  shall be  subject to such other
conditions as are contained in the governing  option  agreement  approved by the
Committee which evidences the grant of such option. In addition, the grant of an
option  under the Plan shall not be deemed to limit or restrict the right of the
Company to terminate the employment of any optionee.

Manner of Exercise and Payment

     Each  incentive  option  granted under the Plan may be exercised only after
one year of continued employment with the Company immediately following the date
the option is granted.  Non-statutory  options may be  exercised  earlier at the
discretion   of  the  Committee   when  fixing  the  terms  of  the   particular
non-statutory  option grant.  Incentive  options may be exercised by an optionee
only  while he or she is an  Employee  of the  Company  or within  three  months
following  termination of employment or within 12 months  following  termination
because of  permanent  disability,  but in each such case only to the extent the
optionee  had the right to  exercise  such  option  at the date of  termination.
Non-statutory options may be exercised by an optionee only while he or she is an
Employee  or  Consultant  or  within  12  months  following  termination  of the
employment or engagement because of permanent disability, but only to the extent
the optionee had the right to exercise  such option at the date of  termination.
In the event of death of an  optionee  while in the  employ of the  Company,  or
while engaged as a  Consultant,  his or her option shall be  exercisable  by the
person or persons to whom such optionee's  rights pass by will or by the laws of
descent and  distribution  at any time prior to the  expiration of the option or
within one year of the date of death, whichever is earlier.

     Payment for shares upon exercise of an option may consist of cash, check or
other Common Shares having a fair market value on the date of surrender equal to
the aggregate  exercise  price of the Common Shares to which the option is being
exercised, subject to the determination of the Committee. In the case of payment
for  shares  upon  exercise  of an option  with  other  Common  Shares,  careful
consideration  must be given by the optionee to the potential for liability,  if
any, imposed by Section 16(b) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act").



                                       3
<PAGE>

Rights of Optionees

     An optionee shall have no right as a shareholder with respect to any shares
covered by an option until  payment for such shares shall have been made in full
and until the issuance of a certificate or certificates representing the shares.
No shares  shall be  delivered  pursuant to the  exercise of an option until the
requirements  of such laws and  regulations as may be deemed by the Committee to
be applicable are satisfied.

     Options are not  transferable  except by will or by the laws of descent and
distribution.  During an optionee's  lifetime,  options granted to such optionee
may be exercised only by the optionee.

Expiration and Termination

     The Plan will terminate on December 3, 2002.  Thereafter,  any  unexercised
options  then  outstanding  will remain in effect  until they are  exercised  or
terminate or expire in accordance  with their terms.  The Plan may be abandoned,
suspended  or  terminated  at any time by the Board of  Directors of the Company
except with  respect to any  options  previously  granted and still  outstanding
under the Plan.

Amendment of the Plan

     The Plan may be amended  from time to time by the Board of Directors of the
Company,  except  with  respect  to any  options  previously  granted  and still
outstanding  under the Plan.  Consent  of the  shareholders  of the  Company  is
required for any amendment which would (a) increase the maximum number of shares
for which  options  may be  granted  under the Plan,  or (b) change the class of
Employees or Consultants eligible to receive options under the Plan.

Resales of Common Shares

     There are no registration  or prospectus  delivery  requirements  under the
Securities Act with respect to the resale of Common Shares acquired  pursuant to
the Plan by persons who are not  "affiliates" (as that term is defined under the
Securities  Act) of the Company.  However,  this  Prospectus  may not be used in
connection with any resale of Common Shares acquired upon exercise of options by
affiliates of the Company.

     Participants  who are  affiliates of the Company may not sell Common Shares
acquired by them under the Plan except  pursuant  to an  effective  registration
statement  under the  Securities  Act (the Company  having no obligation to file
such registration statement) or an exemption therefrom, such as provided by Rule
144 under the  Securities  Act. An  employee  who is not an  executive  officer,
director or ten percent or greater shareholder of the Company generally will not
be deemed to be an "affiliate" of the Company.

                         FEDERAL INCOME TAX CONSEQUENCES

     The  following   discussion   of  federal   income  tax   consequences   of
participation  in the Plan is only a summary,  does not purport to be  complete,
and does not cover,  among other things,  state and local tax  consequences.  In
addition,  differences in participants'  financial situations may cause federal,
state and local  consequences of participation  in the Plan to vary.  Therefore,
each  participant  in the Plan is urged to  consult  his or her own  accountant,
legal  counsel or other  financial  advisor  regarding the tax  consequences  of


                                       4
<PAGE>

participation  in the Plan.  This  discussion is based on the  provisions of the
Code as in effect at the date of this Prospectus.

Incentive Stock Options

     Under the Code,  if Common  Shares are issued to the original  holder of an
incentive stock option granted and exercised in accordance with the Plan, then

     (1) no income  will be  realized by such holder at the time of the grant of
the  option or the  transfer  of such  shares  to such  holder  pursuant  to the
exercise of such option;

     (2) the  excess  of the fair  market  value of such  shares  at the time of
exercise  over the option  price will be treated as an "item of  adjustment"  to
such holder  under the  alternative  minimum  tax  provisions  of the Code,  and
therefore  will  be  subject  to tax at  the  minimum  tax  rate  under  certain
conditions (provided the shares are immediately transferable and are not subject
to a substantial risk of forfeiture);

     (3) no deduction  will be  allowable to the Company for federal  income tax
purposes in connection with the grant or exercise of such option; and

     (4) upon a sale or exchange of such shares  after the later of (a) one year
from the date of transfer of shares to the  original  holder,  and (b) two years
from the date of the grant of the option,  any amount realized by such holder in
excess of the option  price will be taxed to the holder as a  long-term  capital
gain.  Currently,  the Code limits the maximum rate for net capital  gains to 28
percent.

     If,  before  the  holding  period  requirements  in  clause  (4)  above are
satisfied,   the  holder   sells  or  otherwise   disposes  of  the  shares,   a
"disqualifying  disposition" generally occurs and the preferential tax treatment
for the  option is lost;  and,  then (i) the  income  that a holder  would  have
recognized  when the option was exercised,  but for the special  incentive stock
options rules, is recognized as  compensation  income in the taxable year of the
disqualifying  disposition;  (ii) capital gain income is also  recognized if the
shares  have  appreciated  since the  exercise  of the  incentive  stock  option
(special rules apply to depreciated stock); and (iii) the Company may deduct the
amount of the holder's compensation income.

     If an option is exercised by payment in Common Shares  previously  owned by
the  optionee,  such  exercise  generally  will  not  be  considered  a  taxable
disposition  of the  previously  owned shares and, thus, no gain or loss will be
recognized  with  respect to such shares  upon such  exercise.  However,  if the
previously  owned shares were  acquired on the exercise of an incentive or other
tax-qualified  stock option and the holding period  requirement for those shares
was not  satisfied at the time they were used to exercise  the option,  such use
would  constitute a disqualifying  disposition of such  previously  owned shares
resulting in the  recognition of ordinary income (but,  under proposed  Treasury
Regulations, not any additional capital gain) in the amount described above.

     If an  incentive  stock  option is  exercised  more than three months after
employment  has terminated  (or more than one year after  employment  terminates
because of  permanent  disability),  the  preferential  tax  treatment  accorded
incentive stock options will not be available.



                                       5
<PAGE>

Non-Statutory Options

     Under the Code,  if Common  Shares are issued to the  original  holder of a
non-statutory option granted and exercised in accordance with the Plan, then

     (1) no income will be  recognized by the holder at the time of the grant of
the option;

     (2) unless the shares transferred to the holder upon exercise of the option
are subject to the restrictions  described in clause (3) below, upon exercise of
the option the holder  will  realize  ordinary  income in the year the option is
exercised  in an  amount  equal to the  excess of the fair  market  value of the
shares acquired at the time of exercise over the option price;

     (3) if upon exercise of the option,  the holder is restricted  from selling
the shares so acquired  because the holder would be subject to  liability  under
Section  16(b) of the Exchange Act, then unless the holder elects at the time of
exercise  pursuant  to Section  83(b) of the Code to be taxed on the  difference
between the option exercise price and the fair market value of the shares on the
date of exercise,  (a) the holder will realize  ordinary  income at the time the
Section  16(b)  restrictions  lapse in an amount equal to the excess of the fair
market value at that time over the option price, (b) the holder's holding period
for the shares will begin at that time, and (c) dividends received by the holder
before that time will be taxable as ordinary compensation income;

     (4) upon the sale of the shares  acquired  pursuant to the  exercise of the
option, the holder will realize short-term or long-term capital gain or loss, as
the  case may be,  in an  amount  equal to the  difference  between  the  amount
realized on such sale and the  holder's tax basis in the shares  (determined  as
described below); and

     (5) the Company  will be entitled to a deduction  in an amount equal to the
ordinary  income  realized  by the  holder as set forth in  clauses  (2) and (3)
above,  including a deduction  for  dividends  paid to the holder  where  clause
(3)(c) applies.

     If payment of the option price is made  entirely in cash,  the tax basis of
the shares will be equal to their fair market value on the date of exercise (or,
if applicable, the date on which the six-month Section 16(b) period terminates),
but not less than the option price,  and their holding  period will begin on the
day after the tax basis of the shares is so  determined.  If the  optionee  uses
previously  owned  shares  to  exercise  an  option  in whole  or in  part,  the
transaction will not be considered to be a taxable disposition of the previously
owned shares.  The holder's tax basis and holding period of the previously owned
shares will be carried over to the  equivalent  number of shares  received  upon
exercise.  The tax basis of the additional shares received upon exercise will be
the fair market value of the shares on the date of exercise (or, if  applicable,
the date on which the six-month Section 16(b) period  terminates),  but not less
than the  amount  of cash  used in  payment,  and the  holding  period  for such
additional  shares will begin on the day after the tax basis of the shares is so
determined.

                                     * * * *

                  THE FOREGOING IS ONLY A BRIEF SUMMARY OF THE
              FEDERAL INCOME TAX LAWS AND REGULATIONS AS CURRENTLY
            IN EFFECT, AND SHOULD NOT BE RELIED ON AS BEING COMPLETE.
            IN ADDITION, THE GRANT OR EXERCISE OF STOCK OPTIONS, AND
             THE SALE OR OTHER DISPOSITION OF THE UNDERLYING SHARES,
                 MAY HAVE STATE AND LOCAL TAX CONSEQUENCES. EACH


                                       6
<PAGE>

                OPTIONEE SHOULD CONSULT HIS PERSONAL TAX ADVISOR
               REGARDING FEDERAL, STATE AND LOCAL TAX CONSEQUENCES
                          OF PARTICIPATING IN THE PLAN.

                                     * * * *


                              AVAILABLE INFORMATION

     This Prospectus  incorporates by reference the following documents filed by
the Company with the Securities and Exchange Commission (the "Commission") which
are not presented herein or delivered herewith:

     (a) The  Company's  annual  report on Form 10-K for the  fiscal  year ended
April 30, 1995; the Forms 10-Q for the fiscal  quarters ended August 5, 1995 and
November 4, 1995;

     (b) All other  reports  filed by the Company  pursuant to Section  13(a) or
15(d) of the Exchange Act since April 30, 1995;

     (c) The Company's  registration  statement on Form 8-A, effective September
8, 1988,  filed with the  Commission  pursuant to Section  12(g) of the Exchange
Act, containing a description of the Common Shares;

     (d) All  documents  subsequently  filed by the Company with the  Commission
pursuant to Sections  13(a),  13(c),  14 and 15(d) of the Exchange Act after the
date of this Prospectus and prior to the filing of a post-effective amendment to
the registration statement to which this Prospectus relates which indicates that
all securities  offered by this Prospectus  have been sold or which  deregisters
all securities then remaining unsold, from the date of filing of such documents.

     The Company  will  provide each  participant  with a copy of each  document
required to be  delivered  pursuant to Rule 428(b)  promulgated  pursuant to the
Securities Act.

     Copies of the foregoing documents,  other than the exhibits thereto (unless
incorporated therein by reference),  are available upon written or oral request,
and without  charge,  from FastComm  Communications  Corporation,  45472 Holiday
Drive, Sterling, Virginia 20166, (703) 318-7750.

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


                                       7
<PAGE>

                                    PART II.

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Certain Documents by Reference.

     The following  documents filed by FastComm  Communications  Corporation,  a
Virginia (the  "Company"),  with the  Securities  and Exchange  Commission  (the
"Commission")  are  hereby   incorporated  by  reference  in  this  registration
statement and deemed to be a part hereof:

     (a) The  Company's  annual  report on Form 10-K for the  fiscal  year ended
April 30, 1995;  the Forms 10Q for the fiscal  quarters ended August 5, 1995 and
November 4, 1995;

     (b) All other  reports  filed by the Company  pursuant to Section  13(a) or
15(d) of the Securities  Exchange Act of 1934, as amended (the "Exchange  Act"),
since April 30, 1995; and

     (c) The Company's  registration  statement on Form 8-A, effective September
8, 1988 filed with the Commission pursuant to Section 12(g) of the Exchange Act,
containing a description of the Common Shares,  par value $.01 per share, of the
Company (the "Common Shares").

     In  addition,  all  documents  subsequently  filed by the Company  with the
Commission  pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act,
prior to the filing of a post-effective amendment to this registration statement
which indicates that all securities  offered have been sold or which deregisters
all securities  then remaining  unsold,  are hereby deemed to be incorporated by
reference in this  registration  statement and to be a part hereof from the date
of filing of such documents.

Item 4.   Description of Securities.

     The Common Shares are registered under Section 12(g) of the Exchange Act.

Item 5.   Interests of Named Experts and Counsel.

     Not applicable.

Item 6.   Indemnification of Directors and Officers.

     Article  Sixth of the  By-Laws,  as amended,  of the Company  empowers  the
Company to indemnify current or former directors,  officers, employees or agents
of the Company or persons  serving by request of the Company in such  capacities
in any other enterprise or persons who have served by the request of the Company
in such capacities in any other  enterprise to the full extent  permitted by the
laws of the Commonwealth of Virginia.

     Article Tenth of the Virginia  Stock  Corporation  Act contains  provisions
authorizing indemnification by the Company of directors,  officers, employees or
agents  against  certain  liabilities  and  expenses  which  they  may  incur as
directors,  officers,  employees  or agents of the  Company or of certain  other
entities. Section 13.1 - 699 also provides that such indemnification may include
payment by the  Company of expenses  incurred  in  defending a civil or criminal
action or  proceeding  in advance  of the final  disposition  of such  action or
proceeding  upon receipt of an  undertaking  by the person  indemnified to repay
such  payment  if  he  shall  be   ultimately   found  not  to  be  entitled  to
indemnification  under the Section.  Indemnification may be provided even though
the person to be indemnified is no longer a director, officer, employee or agent
of the  Company  or  such  other  entities.  Section  13.1 - 703  also  contains
provisions  authorizing  the Company to obtain  insurance  on behalf of any such
director,  officer  employee or agent  against  liabilities,  whether or not the
Company would have the power to indemnify such person  against such  liabilities

                                      II-1
<PAGE>

under the provisions of the Section. The Company currently maintains a policy of
insurance  under which the  directors  and  officers of the Company are insured,
within the limits and subject to the exclusions  and  limitations of the policy,
against  certain  expenses in connection  with the defense of actions,  suits or
proceedings,  and certain liabilities which might be imposed as a result of such
actions,  suits or proceedings,  to which they are parties by reason of being or
having been such directors or officers.

     The  indemnification  and  advancement  of  expenses  provided  pursuant to
Section 13.1 - 699 are not  exclusive,  and subject to certain  conditions,  the
Company may make other or further  indemnification or advancement of expenses of
any of its  directors,  officers,  employees or agents.  Because the Articles of
Incorporation,   as  amended,   of  the  Company  do  not   otherwise   provide,
notwithstanding  the  failure  of the  Company to  provide  indemnification  and
despite a contrary  determination  by the Board of Directors or its shareholders
in a specific case, a director, officer, employee or agent of the Company who is
or was a party to a proceeding  may apply to a court off competent  jurisdiction
for  indemnification or advancement of expenses or both, and the court may order
indemnification  and  advancement of expenses,  including  expenses  incurred in
seeking   court-ordered   indemnification  or  advancement  of  expenses  if  it
determines that the petitioner is entitled to mandatory indemnification pursuant
to Section 13.1 - 698 because he has been  successful on the merits,  or because
the Company has the power to  indemnify  on a  discretionary  basis  pursuant to
Section 13.1 - 699 or because the court determines that the petitioner is fairly
and reasonably entitled to indemnification or advancement of expenses or both in
view of all the relevant circumstances.

     Section  13.1-692.1 of the Act provides that the damages  assessed  against
any  officer or  director  arising out of a single  transaction,  occurrence  or
course of  conduct  shall not  exceed  the  lesser  of (1) the  monetary  amount
specified in the articles of  incorporation;  or (2) the greater of (i) $100,000
or the amount of cash compensation  received by the officer or director from the
corporation for the twelve (12) months immediately preceding the act or omission
for which  liability was imposed.  The liability of an officer or director shall
not be limited as provided  above if the officer or director  engaged in willful
misconduct  or a knowing  violation  of criminal  law or of any federal or state
securities law including  without limit of any claim of unlawful insider trading
or manipulation of the market for any security.

Item 7.   Exemption from Registration Claimed.

     Not applicable.

Item 8.   Exhibits.

     The  following  is a  complete  list of  exhibits  filed  as a part of this
registration statement and which are incorporated herein:

Exhibit No.
-----------
*4.1    Specimen certificate for the Common shares, par value $.01 per share, of
        the Company. Incorporated by reference to Exhibit 4.1 filed by amendment
        No. 2 to the Company's registration statement on Form S-18, SEC File No.
        33-19785.

*4.2    FastComm Communications Corporation 1992 Stock Option Plan, as amended.

*4.3    Form of Incentive  Stock Option  Agreement  used in connection  with the
        1992 Stock Option Plan.

*4.4    Form of Non-Statutory Stock Option Agreement used in connection with the
        1992 Stock Option Plan.

**4.5   FastComm Communications Corporation 1994 Stock Option Amendment Program.


                                      II-2
<PAGE>

**5.1   Opinion of Amon & Sabatini,  counsel for the Company, regarding legality
        of the securities covered by this registration statement.

**24.1  The consent of Amon & Sabatini,  counsel for the Company,  to the use of
        their opinion with respect to the legality of the securities  covered by
        this  registration  statement  is  contained  in such  opinion  filed as
        Exhibit 5.1 to this registration statement.

**24.2  Consent of BDO Seidman, independent certified public accountants for the
        Company.

----------
*  Previously  filed with  Registration  Statement  No.  33-71028 filed with the
   Commission on October 29, 1993.

** Filed herewith.

Item 9.   Undertakings.

     (a) The undersigned registrant hereby undertakes:

          (1) To file,  during  any  period  in which  offers or sales are being
     made, a post-effective  amendment to this registration statement to include
     any  material  information  with  respect to the plan of  distribution  not
     previously  disclosed in the registration  statement or any material change
     to such information in the registration statement.

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

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

     (b) The  undersigned  registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable,  each filing of an employee benefit
plan's annual report  pursuant to Section 15(d) of the  Securities  Exchange Act
off 1934) that is incorporated by reference in the registration  statement shall
be deemed to be a new registration  statement relating to the securities offered
therein,  and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

     (c) 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  provisions  described  beneath  Item 6 of this
registration  statement,  or otherwise,  the registrant has been advised that in
the opinion of the Securities and Exchange  Commission such  indemnification  is
against public policy as expressed in the Act and is, therefore,  unenforceable.
In the event that a claim for  indemnification  against such liabilities  (other
than the payment by the  registrant of expenses  incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered,  the registrant will,
unless in the opinion of its counsel the matter has been settled by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

                                      II-3
<PAGE>

                                   SIGNATURES

     The 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 the Town of Sterling,  Commonwealth of Virginia on  January
17, 1996.

                                 FASTCOMMM COMMUNICATIONS CORPORATION

                                 By: /s/ PETER C. MADSEN
                                    --------------------------
                                    Peter C. Madsen, President


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

<TABLE>
<CAPTION>

          Signature                                  Title                                     Date
          ---------                                  -----                                     ----
<S>                              <C>                                                    <C>  
/s/ PETER C. MADSEN             President (Principal Executive Officer),                January 17, 1996
-----------------------         and Director
Peter C. Madsen                     

/s/ MARK H. RAFFERTY            Chief Financial and Principal Accounting                January 17, 1996
-----------------------         Officer
Mark H. Rafferty                    

                                Director                                                January 17, 1996
----------------------- 
Gary H. Davison

/s/ EDWARD R. OLSON             Director                                                January 17, 1996
-----------------------
Edward R. Olson

/s/ THOMAS G. AMON              Director                                                January 17, 1996
-----------------------
Thomas G. Amon

</TABLE>

                                      II-4
<PAGE>


                                  EXHIBIT INDEX
                                                                    Sequentially
Exhibit                                                             Numbered
Number                     Description                              Page
-------                    -----------                              ------------
*4.1    Specimen  certificate  for the  Common  Shares,  par
        value $.01 per share,  of the Company.  Incorporated
        by reference to Exhibit 4.1 filed by Amendment No. 1
        to the  Company's  registration  statement  on  Form
        S-18, SEC File No. 33-19785.

*4.2    FastComm   Communications   Corporation  1992  Stock
        Option Plan.

*4.3    Form of  Incentive  Stock Option  Agreement  used in
        connection   with   the   FastComm    Communications
        Corporation 1992 Stock Option Plan.

*4.4    Form of Non-Statutory Stock Option Agreement used in
        connection   with   the   FastComm    Communications
        Corporation, Inc. 1992 Stock Option Plan.

**4.5   FastComm  Communications  Corporation   1994   Stock
        Option  Amendment Program

**5.1   Opinion of Amon & Sabatini, counsel for the Company,
        regarding legality of the securities covered by this
        registration statement.


**24.1  The  consent  of  Amon &  Sabatini  counsel  for the
        Company, to the use of their opinion with respect to
        the  legality  of the  securities  covered  by  this
        registration  statement is contained in such opinion
        filed as Exhibit 5.1 to this registration statement.


**24.2  Consent of BDO Seidman, independent certified public
        accountants for the Company.

-------
*  Previously  filed with  Registration  Statement  No.  33-71028 filed with the
   Commission on October 29, 1993.

** Filed herewith.
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 42382}]
{"company-data": {"conformed-name": "FASTCOMM COMMUNICATIONS CORP", "cik": "0000828529", "assigned-sic": "3661", "irs-number": "541289115", "state-of-incorporation": "VA", "fiscal-year-end": "0430"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-00263", "film-number": "96505149"}, "business-address": {"street1": "45472 HOLIDAY DR", "street2": "SUITE 3", "city": "STERLING", "state": "VA", "zip": "20166", "phone": "7033187750"}, "mail-address": {"street1": "45472 HOLIDAY DR", "street2": "SUITE 3", "city": "STERLING", "state": "VA", "zip": "20166"}}
As filed with the Securities and Exchange Commission on January 17, 1996

                                                   Registration No. 33-_________
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    Form S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                       FASTCOMM COMMUNICATIONS CORPORATION
             (Exact name of registrant as specified in its charter)

   
           Virginia                 45472 Holiday Drive        54-1289115       
(State or other jurisdiction of  Sterling, Virginia 20166    (I.R.S. Employer 
 incorporation or organization) Telephone: (703) 318-7750 Identification Number)
                 

    (Address of principal place of business, and address and telephone number
                         of principal executive offices)
Mark H. Rafferty            FastComm Communications Corporation              Copy to:      
      Chief Financial Officer         1992 Non Qualified Stock Option Plan        Thomas G. Amon, Esq. 
FastComm Communications Corporation                                                 Amon & Sabatini 
        45472 Holiday Drive           FastComm Communications Corporation          437 Madison Avenue
      Sterling, Virginia 20166          1992 Incentive Stock Option Plan        New York, New York 10022
     Telephone: (703) 318-7750                                                 Telephone: (212) 759-9030
(Name, address and telephone number   FastComm Communications Corporation       (Counsel for Registrant)
       of agent for service)          Executive Non-Qualified Option Plan
(CALCULATION OF REGISTRATION FEE)

====================================================================================================================================
                                                                    Proposed maximum       Proposed maximum
   Title of each class of                     Amount to be           offering price       aggregate offering           Amount of
 securities to be registered                   registered             per unit(2)              price(1)            registration fee
====================================================================================================================================
Common Shares, par value $.01 per        
 share ..................................    1,047,251 (1)           $4.875 (2)             $4,848,289              $1,672.00
====================================================================================================================================
(1)  Reserved for issuance on exercise of stock options  plus,  pursuant to Rule
     416,  such  indeterminate  number  of  additional  Common  Shares as may be
     required  for  issuance  on  exercise  as  a  result  of  the  antidilution
     provisions of such options.

(2)  Pursuant to Rule 457(c) and Rule 457(h),  the aggregate  offering price and
     the  filing  fee were  computed  on the  bases of (a) the  prices  at which
     existing  outstanding  options  may be  exercised  (988,333  options for an
     aggregate exercise price of $4,561,064) and (b) the last sale price for the
     Common Shares as of January 15, 1996 (such date being within five  business
     days  prior to the date of filing  of this  registration  statement),  with
     respect to the authorized  but unissued  balance of options (58,918 options
     at an assumed exercise price of $4.875 per share for an aggregate  exercise
     price of $287,225).

================================================================================
THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS
             COVERING SECURITIES THAT HAVE BEEN REGISTERED UNDER THE
                             SECURITIES ACT OF 1933

                       FastComm Communications Corporation

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

                             1,047,251 Common Shares

                                     for the

                       FastComm Communications Corporation

                             1992 STOCK OPTION PLAN

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

     This  Prospectus  relates to the 1992 Stock  Option  Plan,  as amended (the
"Plan") of FastComm Communications Corporation (the "Company") and to the common
shares,  par value $.01 per share, of the Company (the "Common Shares") issuable
upon  exercise  of options  which have been or may be granted to key  employees,
including officers (herein sometimes "Employees"),  and independent contractors,
including  directors who are not also  employees or officers  (herein  sometimes
"Consultants")  of the Company  pursuant to the Plan. The Company has previously
registered  1,600,000 Common Shares under the Securities Act of 1933, as amended
(the  "Securities  Act"), for distribution to optionees upon the exercise of the
options granted or which may be granted under the Plan.

     Common Shares distributed,  if any, upon the exercise of options granted to
optionees  who are also  affiliates  of the  Company may only be  reofferred  or
resold pursuant to a separate  prospectus prepared for that purpose, or pursuant
to an exemption from the  registration  requirements  of the Securities  Act. An
affiliate  of the  Company is defined as a person  who  directly  or  indirectly
controls,  is controlled  by, or is under common  control with,  the Company and
includes, among others, officers, directors and persons holding greater than ten
percent of the issued and outstanding Common Shares.

     The Common Shares are traded on the NASDAQ National Market System under the
symbol "FSCX."

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

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

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

                The date of this Prospectus is January 17, 1996.
THE PLAN

General

     The  Plan was  adopted  by the  Board  of  Directors  and  approved  by the
shareholders  of the  Company  effective  December  3, 1992,  and has since been
amended by the Board of Directors of the Company on August 31, 1993 and 1994 and
on April 28, 1995.  The first and third  amendments  involved an increase in the
number of shares subject to the Plan and the second  involved a reduction in the
option  exercise  price of certain  outstanding  options  as of that  date.  The
summary  of the  plan  contained  in this  Prospectus  does  not  purport  to be
complete.  Reference is made to the Plan itself for a complete  statement of its
terms and provisions.

     The principal executive offices of the Company are located at 45472 Holiday
Drive,  Sterling,  Virginia 20166,  and its telephone  number is (703) 318-7750.
Participants in the Plan may obtain  additional  information  regarding the Plan
and its  administration  from the Chief Financial  Officer of the Company at its
executive offices, where a copy of the Plan is maintained for inspection.

     The Plan is not subject to the provisions of the Employee Retirement Income
Security Act of 1974, as amended,  and is not qualified  under Section 401(a) of
the Internal Revenue Code of 1986, as amended (the "Code").

     The Plan is intended  to provide an  incentive  to certain  key  employees,
including  officers,  directors  who  are  not  also  employees  as  well  as to
independent  contractors and consultants who have agreed to perform services for
the Company.

     The Plan authorizes the Company to grant either  "incentive  stock options"
to  Employees  only or  "non-statutory  stock  options" to either  Employees  or
Consultants  to purchase  up to  1,000,000  Common  Shares of the  Company;  and
1,000,000  Common  Shares have been  reserved for issuance  upon the exercise of
such  options.  Shares  subject to options will be available  from the Company's
authorized and unissued Common Shares or from shares  reacquired by the Company.
If any option  expires or terminates  without having been exercised in full, the
unpurchased shares subject thereto will be restored to the Plan.

     The  number  of  shares  covered  by the  Plan  and the  number  of  shares
purchasable  upon  exercise of  outstanding  options  are  subject to  equitable
adjustment in the event of a split-up, merger, consolidation,  recapitalization,
reorganization,  reclassification  or  capital  adjustment,  including  a  share
dividend.  In such an event the exercise  price of any  outstanding  option will
also be equitably adjusted.

Administration

     The Plan is administered by a committee (the "Committee") consisting of not
less than two members of the Company's Board of Directors appointed from time to
time by the Board. Members serve at the pleasure of the Board and may be changed
at any time.  The Committee  determines  the terms of each  individual  grant of
options,  has  authority  to construe  the Plan and has the power to  prescribe,
amend and revoke rules and regulations for  administration of the Plan. Only key
employees,  including officers, of the Company are eligible to receive incentive
stock  options  under  the  Plan.  Directors  of the  Company  who are not  also
employees  are  not  eligible  to  receive  incentive  stock  options.  However,
directors, outside consultants and other independent contractors are eligible to
receive non-statutory options pursuant to the Plan.

                                       2
Price and Other Conditions

     The exercise price for each  incentive  stock option granted under the Plan
must be not less than 100% of the fair market value of the Common  Shares on the
date the option is  granted,  except in the case of an  incentive  stock  option
granted to an employee who owns more than ten percent of the Common  Shares,  in
which case the exercise price shall be at least 110% of the fair market value of
the Common Shares on the date such option is granted.  No incentive stock option
may be granted to an  Employee  if, as the result of such grant,  the  aggregate
fair market  value  (determined  as of the time the  incentive  stock  option is
granted) of the Common Shares for which such Employee has been granted incentive
stock  options  exercisable  for the  first  time by such  Employee  during  any
calendar  year under all  incentive  stock option  plans of the Company  exceeds
$100,000.  In the case of a  non-statutory  option,  the exercise price for each
option granted under the Plan must be not less than 85% of the fair market value
of a Common Share on the date such non-statutory option is granted.

     No option  granted  under the Plan shall be  exercisable  for more than ten
years after the date of grant,  except that no incentive stock option granted to
an employee who owns more than ten percent of the total combined voting power of
all classes of capital shares of the Company shall be exercisable more than five
years after the date such incentive option is granted.

     All  options  granted  under the Plan also  shall be  subject to such other
conditions as are contained in the governing  option  agreement  approved by the
Committee which evidences the grant of such option. In addition, the grant of an
option  under the Plan shall not be deemed to limit or restrict the right of the
Company to terminate the employment of any optionee.

Manner of Exercise and Payment

     Each  incentive  option  granted under the Plan may be exercised only after
one year of continued employment with the Company immediately following the date
the option is granted.  Non-statutory  options may be  exercised  earlier at the
discretion   of  the  Committee   when  fixing  the  terms  of  the   particular
non-statutory  option grant.  Incentive  options may be exercised by an optionee
only  while he or she is an  Employee  of the  Company  or within  three  months
following  termination of employment or within 12 months  following  termination
because of  permanent  disability,  but in each such case only to the extent the
optionee  had the right to  exercise  such  option  at the date of  termination.
Non-statutory options may be exercised by an optionee only while he or she is an
Employee  or  Consultant  or  within  12  months  following  termination  of the
employment or engagement because of permanent disability, but only to the extent
the optionee had the right to exercise  such option at the date of  termination.
In the event of death of an  optionee  while in the  employ of the  Company,  or
while engaged as a  Consultant,  his or her option shall be  exercisable  by the
person or persons to whom such optionee's  rights pass by will or by the laws of
descent and  distribution  at any time prior to the  expiration of the option or
within one year of the date of death, whichever is earlier.

     Payment for shares upon exercise of an option may consist of cash, check or
other Common Shares having a fair market value on the date of surrender equal to
the aggregate  exercise  price of the Common Shares to which the option is being
exercised, subject to the determination of the Committee. In the case of payment
for  shares  upon  exercise  of an option  with  other  Common  Shares,  careful
consideration  must be given by the optionee to the potential for liability,  if
any, imposed by Section 16(b) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act").

                                       3
Rights of Optionees

     An optionee shall have no right as a shareholder with respect to any shares
covered by an option until  payment for such shares shall have been made in full
and until the issuance of a certificate or certificates representing the shares.
No shares  shall be  delivered  pursuant to the  exercise of an option until the
requirements  of such laws and  regulations as may be deemed by the Committee to
be applicable are satisfied.

     Options are not  transferable  except by will or by the laws of descent and
distribution.  During an optionee's  lifetime,  options granted to such optionee
may be exercised only by the optionee.

Expiration and Termination

     The Plan will terminate on December 3, 2002.  Thereafter,  any  unexercised
options  then  outstanding  will remain in effect  until they are  exercised  or
terminate or expire in accordance  with their terms.  The Plan may be abandoned,
suspended  or  terminated  at any time by the Board of  Directors of the Company
except with  respect to any  options  previously  granted and still  outstanding
under the Plan.

Amendment of the Plan

     The Plan may be amended  from time to time by the Board of Directors of the
Company,  except  with  respect  to any  options  previously  granted  and still
outstanding  under the Plan.  Consent  of the  shareholders  of the  Company  is
required for any amendment which would (a) increase the maximum number of shares
for which  options  may be  granted  under the Plan,  or (b) change the class of
Employees or Consultants eligible to receive options under the Plan.

Resales of Common Shares

     There are no registration  or prospectus  delivery  requirements  under the
Securities Act with respect to the resale of Common Shares acquired  pursuant to
the Plan by persons who are not  "affiliates" (as that term is defined under the
Securities  Act) of the Company.  However,  this  Prospectus  may not be used in
connection with any resale of Common Shares acquired upon exercise of options by
affiliates of the Company.

     Participants  who are  affiliates of the Company may not sell Common Shares
acquired by them under the Plan except  pursuant  to an  effective  registration
statement  under the  Securities  Act (the Company  having no obligation to file
such registration statement) or an exemption therefrom, such as provided by Rule
144 under the  Securities  Act. An  employee  who is not an  executive  officer,
director or ten percent or greater shareholder of the Company generally will not
be deemed to be an "affiliate" of the Company.

                         FEDERAL INCOME TAX CONSEQUENCES

     The  following   discussion   of  federal   income  tax   consequences   of
participation  in the Plan is only a summary,  does not purport to be  complete,
and does not cover,  among other things,  state and local tax  consequences.  In
addition,  differences in participants'  financial situations may cause federal,
state and local  consequences of participation  in the Plan to vary.  Therefore,
each  participant  in the Plan is urged to  consult  his or her own  accountant,
legal  counsel or other  financial  advisor  regarding the tax  consequences  of

                                       4
participation  in the Plan.  This  discussion is based on the  provisions of the
Code as in effect at the date of this Prospectus.

Incentive Stock Options

     Under the Code,  if Common  Shares are issued to the original  holder of an
incentive stock option granted and exercised in accordance with the Plan, then

     (1) no income  will be  realized by such holder at the time of the grant of
the  option or the  transfer  of such  shares  to such  holder  pursuant  to the
exercise of such option;

     (2) the  excess  of the fair  market  value of such  shares  at the time of
exercise  over the option  price will be treated as an "item of  adjustment"  to
such holder  under the  alternative  minimum  tax  provisions  of the Code,  and
therefore  will  be  subject  to tax at  the  minimum  tax  rate  under  certain
conditions (provided the shares are immediately transferable and are not subject
to a substantial risk of forfeiture);

     (3) no deduction  will be  allowable to the Company for federal  income tax
purposes in connection with the grant or exercise of such option; and

     (4) upon a sale or exchange of such shares  after the later of (a) one year
from the date of transfer of shares to the  original  holder,  and (b) two years
from the date of the grant of the option,  any amount realized by such holder in
excess of the option  price will be taxed to the holder as a  long-term  capital
gain.  Currently,  the Code limits the maximum rate for net capital  gains to 28
percent.

     If,  before  the  holding  period  requirements  in  clause  (4)  above are
satisfied,   the  holder   sells  or  otherwise   disposes  of  the  shares,   a
"disqualifying  disposition" generally occurs and the preferential tax treatment
for the  option is lost;  and,  then (i) the  income  that a holder  would  have
recognized  when the option was exercised,  but for the special  incentive stock
options rules, is recognized as  compensation  income in the taxable year of the
disqualifying  disposition;  (ii) capital gain income is also  recognized if the
shares  have  appreciated  since the  exercise  of the  incentive  stock  option
(special rules apply to depreciated stock); and (iii) the Company may deduct the
amount of the holder's compensation income.

     If an option is exercised by payment in Common Shares  previously  owned by
the  optionee,  such  exercise  generally  will  not  be  considered  a  taxable
disposition  of the  previously  owned shares and, thus, no gain or loss will be
recognized  with  respect to such shares  upon such  exercise.  However,  if the
previously  owned shares were  acquired on the exercise of an incentive or other
tax-qualified  stock option and the holding period  requirement for those shares
was not  satisfied at the time they were used to exercise  the option,  such use
would  constitute a disqualifying  disposition of such  previously  owned shares
resulting in the  recognition of ordinary income (but,  under proposed  Treasury
Regulations, not any additional capital gain) in the amount described above.

     If an  incentive  stock  option is  exercised  more than three months after
employment  has terminated  (or more than one year after  employment  terminates
because of  permanent  disability),  the  preferential  tax  treatment  accorded
incentive stock options will not be available.

                                       5
Non-Statutory Options

     Under the Code,  if Common  Shares are issued to the  original  holder of a
non-statutory option granted and exercised in accordance with the Plan, then

     (1) no income will be  recognized by the holder at the time of the grant of
the option;

     (2) unless the shares transferred to the holder upon exercise of the option
are subject to the restrictions  described in clause (3) below, upon exercise of
the option the holder  will  realize  ordinary  income in the year the option is
exercised  in an  amount  equal to the  excess of the fair  market  value of the
shares acquired at the time of exercise over the option price;

     (3) if upon exercise of the option,  the holder is restricted  from selling
the shares so acquired  because the holder would be subject to  liability  under
Section  16(b) of the Exchange Act, then unless the holder elects at the time of
exercise  pursuant  to Section  83(b) of the Code to be taxed on the  difference
between the option exercise price and the fair market value of the shares on the
date of exercise,  (a) the holder will realize  ordinary  income at the time the
Section  16(b)  restrictions  lapse in an amount equal to the excess of the fair
market value at that time over the option price, (b) the holder's holding period
for the shares will begin at that time, and (c) dividends received by the holder
before that time will be taxable as ordinary compensation income;

     (4) upon the sale of the shares  acquired  pursuant to the  exercise of the
option, the holder will realize short-term or long-term capital gain or loss, as
the  case may be,  in an  amount  equal to the  difference  between  the  amount
realized on such sale and the  holder's tax basis in the shares  (determined  as
described below); and

     (5) the Company  will be entitled to a deduction  in an amount equal to the
ordinary  income  realized  by the  holder as set forth in  clauses  (2) and (3)
above,  including a deduction  for  dividends  paid to the holder  where  clause
(3)(c) applies.

     If payment of the option price is made  entirely in cash,  the tax basis of
the shares will be equal to their fair market value on the date of exercise (or,
if applicable, the date on which the six-month Section 16(b) period terminates),
but not less than the option price,  and their holding  period will begin on the
day after the tax basis of the shares is so  determined.  If the  optionee  uses
previously  owned  shares  to  exercise  an  option  in whole  or in  part,  the
transaction will not be considered to be a taxable disposition of the previously
owned shares.  The holder's tax basis and holding period of the previously owned
shares will be carried over to the  equivalent  number of shares  received  upon
exercise.  The tax basis of the additional shares received upon exercise will be
the fair market value of the shares on the date of exercise (or, if  applicable,
the date on which the six-month Section 16(b) period  terminates),  but not less
than the  amount  of cash  used in  payment,  and the  holding  period  for such
additional  shares will begin on the day after the tax basis of the shares is so
determined.

                                     * * * *

                  THE FOREGOING IS ONLY A BRIEF SUMMARY OF THE
              FEDERAL INCOME TAX LAWS AND REGULATIONS AS CURRENTLY
            IN EFFECT, AND SHOULD NOT BE RELIED ON AS BEING COMPLETE.
            IN ADDITION, THE GRANT OR EXERCISE OF STOCK OPTIONS, AND
             THE SALE OR OTHER DISPOSITION OF THE UNDERLYING SHARES,
                 MAY HAVE STATE AND LOCAL TAX CONSEQUENCES. EACH

                                       6
OPTIONEE SHOULD CONSULT HIS PERSONAL TAX ADVISOR
               REGARDING FEDERAL, STATE AND LOCAL TAX CONSEQUENCES
                          OF PARTICIPATING IN THE PLAN.

                                     * * * *

                              AVAILABLE INFORMATION

     This Prospectus  incorporates by reference the following documents filed by
the Company with the Securities and Exchange Commission (the "Commission") which
are not presented herein or delivered herewith:

     (a) The  Company's  annual  report on Form 10-K for the  fiscal  year ended
April 30, 1995; the Forms 10-Q for the fiscal  quarters ended August 5, 1995 and
November 4, 1995;

     (b) All other  reports  filed by the Company  pursuant to Section  13(a) or
15(d) of the Exchange Act since April 30, 1995;

     (c) The Company's  registration  statement on Form 8-A, effective September
8, 1988,  filed with the  Commission  pursuant to Section  12(g) of the Exchange
Act, containing a description of the Common Shares;

     (d) All  documents  subsequently  filed by the Company with the  Commission
pursuant to Sections  13(a),  13(c),  14 and 15(d) of the Exchange Act after the
date of this Prospectus and prior to the filing of a post-effective amendment to
the registration statement to which this Prospectus relates which indicates that
all securities  offered by this Prospectus  have been sold or which  deregisters
all securities then remaining unsold, from the date of filing of such documents.

     The Company  will  provide each  participant  with a copy of each  document
required to be  delivered  pursuant to Rule 428(b)  promulgated  pursuant to the
Securities Act.

     Copies of the foregoing documents,  other than the exhibits thereto (unless
incorporated therein by reference),  are available upon written or oral request,
and without  charge,  from FastComm  Communications  Corporation,  45472 Holiday
Drive, Sterling, Virginia 20166, (703) 318-7750.

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

                                       7
PART II.

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Certain Documents by Reference.

     The following  documents filed by FastComm  Communications  Corporation,  a
Virginia (the  "Company"),  with the  Securities  and Exchange  Commission  (the
"Commission")  are  hereby   incorporated  by  reference  in  this  registration
statement and deemed to be a part hereof:

     (a) The  Company's  annual  report on Form 10-K for the  fiscal  year ended
April 30, 1995;  the Forms 10Q for the fiscal  quarters ended August 5, 1995 and
November 4, 1995;

     (b) All other  reports  filed by the Company  pursuant to Section  13(a) or
15(d) of the Securities  Exchange Act of 1934, as amended (the "Exchange  Act"),
since April 30, 1995; and

     (c) The Company's  registration  statement on Form 8-A, effective September
8, 1988 filed with the Commission pursuant to Section 12(g) of the Exchange Act,
containing a description of the Common Shares,  par value $.01 per share, of the
Company (the "Common Shares").

     In  addition,  all  documents  subsequently  filed by the Company  with the
Commission  pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act,
prior to the filing of a post-effective amendment to this registration statement
which indicates that all securities  offered have been sold or which deregisters
all securities  then remaining  unsold,  are hereby deemed to be incorporated by
reference in this  registration  statement and to be a part hereof from the date
of filing of such documents.

Item 4.   Description of Securities.

     The Common Shares are registered under Section 12(g) of the Exchange Act.

Item 5.   Interests of Named Experts and Counsel.

     Not applicable.

Item 6.   Indemnification of Directors and Officers.

     Article  Sixth of the  By-Laws,  as amended,  of the Company  empowers  the
Company to indemnify current or former directors,  officers, employees or agents
of the Company or persons  serving by request of the Company in such  capacities
in any other enterprise or persons who have served by the request of the Company
in such capacities in any other  enterprise to the full extent  permitted by the
laws of the Commonwealth of Virginia.

     Article Tenth of the Virginia  Stock  Corporation  Act contains  provisions
authorizing indemnification by the Company of directors,  officers, employees or
agents  against  certain  liabilities  and  expenses  which  they  may  incur as
directors,  officers,  employees  or agents of the  Company or of certain  other
entities. Section 13.1 - 699 also provides that such indemnification may include
payment by the  Company of expenses  incurred  in  defending a civil or criminal
action or  proceeding  in advance  of the final  disposition  of such  action or
proceeding  upon receipt of an  undertaking  by the person  indemnified to repay
such  payment  if  he  shall  be   ultimately   found  not  to  be  entitled  to
indemnification  under the Section.  Indemnification may be provided even though
the person to be indemnified is no longer a director, officer, employee or agent
of the  Company  or  such  other  entities.  Section  13.1 - 703  also  contains
provisions  authorizing  the Company to obtain  insurance  on behalf of any such
director,  officer  employee or agent  against  liabilities,  whether or not the
Company would have the power to indemnify such person  against such  liabilities

                                      II-1
under the provisions of the Section. The Company currently maintains a policy of
insurance  under which the  directors  and  officers of the Company are insured,
within the limits and subject to the exclusions  and  limitations of the policy,
against  certain  expenses in connection  with the defense of actions,  suits or
proceedings,  and certain liabilities which might be imposed as a result of such
actions,  suits or proceedings,  to which they are parties by reason of being or
having been such directors or officers.

     The  indemnification  and  advancement  of  expenses  provided  pursuant to
Section 13.1 - 699 are not  exclusive,  and subject to certain  conditions,  the
Company may make other or further  indemnification or advancement of expenses of
any of its  directors,  officers,  employees or agents.  Because the Articles of
Incorporation,   as  amended,   of  the  Company  do  not   otherwise   provide,
notwithstanding  the  failure  of the  Company to  provide  indemnification  and
despite a contrary  determination  by the Board of Directors or its shareholders
in a specific case, a director, officer, employee or agent of the Company who is
or was a party to a proceeding  may apply to a court off competent  jurisdiction
for  indemnification or advancement of expenses or both, and the court may order
indemnification  and  advancement of expenses,  including  expenses  incurred in
seeking   court-ordered   indemnification  or  advancement  of  expenses  if  it
determines that the petitioner is entitled to mandatory indemnification pursuant
to Section 13.1 - 698 because he has been  successful on the merits,  or because
the Company has the power to  indemnify  on a  discretionary  basis  pursuant to
Section 13.1 - 699 or because the court determines that the petitioner is fairly
and reasonably entitled to indemnification or advancement of expenses or both in
view of all the relevant circumstances.

     Section  13.1-692.1 of the Act provides that the damages  assessed  against
any  officer or  director  arising out of a single  transaction,  occurrence  or
course of  conduct  shall not  exceed  the  lesser  of (1) the  monetary  amount
specified in the articles of  incorporation;  or (2) the greater of (i) $100,000
or the amount of cash compensation  received by the officer or director from the
corporation for the twelve (12) months immediately preceding the act or omission
for which  liability was imposed.  The liability of an officer or director shall
not be limited as provided  above if the officer or director  engaged in willful
misconduct  or a knowing  violation  of criminal  law or of any federal or state
securities law including  without limit of any claim of unlawful insider trading
or manipulation of the market for any security.

Item 7.   Exemption from Registration Claimed.

     Not applicable.

Item 8.   Exhibits.

     The  following  is a  complete  list of  exhibits  filed  as a part of this
registration statement and which are incorporated herein:

Exhibit No.
-----------
*4.1    Specimen certificate for the Common shares, par value $.01 per share, of
        the Company. Incorporated by reference to Exhibit 4.1 filed by amendment
        No. 2 to the Company's registration statement on Form S-18, SEC File No.
        33-19785.

*4.2    FastComm Communications Corporation 1992 Stock Option Plan, as amended.

*4.3    Form of Incentive  Stock Option  Agreement  used in connection  with the
        1992 Stock Option Plan.

*4.4    Form of Non-Statutory Stock Option Agreement used in connection with the
        1992 Stock Option Plan.

**4.5   FastComm Communications Corporation 1994 Stock Option Amendment Program.

                                      II-2
**5.1   Opinion of Amon & Sabatini,  counsel for the Company, regarding legality
        of the securities covered by this registration statement.

**24.1  The consent of Amon & Sabatini,  counsel for the Company,  to the use of
        their opinion with respect to the legality of the securities  covered by
        this  registration  statement  is  contained  in such  opinion  filed as
        Exhibit 5.1 to this registration statement.

**24.2  Consent of BDO Seidman, independent certified public accountants for the
        Company.

----------
*  Previously  filed with  Registration  Statement  No.  33-71028 filed with the
   Commission on October 29, 1993.

** Filed herewith.

Item 9.   Undertakings.

     (a) The undersigned registrant hereby undertakes:

          (1) To file,  during  any  period  in which  offers or sales are being
     made, a post-effective  amendment to this registration statement to include
     any  material  information  with  respect to the plan of  distribution  not
     previously  disclosed in the registration  statement or any material change
     to such information in the registration statement.

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

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

     (b) The  undersigned  registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable,  each filing of an employee benefit
plan's annual report  pursuant to Section 15(d) of the  Securities  Exchange Act
off 1934) that is incorporated by reference in the registration  statement shall
be deemed to be a new registration  statement relating to the securities offered
therein,  and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

     (c) 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  provisions  described  beneath  Item 6 of this
registration  statement,  or otherwise,  the registrant has been advised that in
the opinion of the Securities and Exchange  Commission such  indemnification  is
against public policy as expressed in the Act and is, therefore,  unenforceable.
In the event that a claim for  indemnification  against such liabilities  (other
than the payment by the  registrant of expenses  incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered,  the registrant will,
unless in the opinion of its counsel the matter has been settled by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

                                      II-3
SIGNATURES

     The 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 the Town of Sterling,  Commonwealth of Virginia on  January
17, 1996.

                                 FASTCOMMM COMMUNICATIONS CORPORATION

                                 By: /s/ PETER C. MADSEN
                                    --------------------------
                                    Peter C. Madsen, President

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated.
Signature                                  Title                                     Date
          ---------                                  -----                                     ----
/s/ PETER C. MADSEN             President (Principal Executive Officer),                January 17, 1996
-----------------------         and Director
Peter C. Madsen                     

/s/ MARK H. RAFFERTY            Chief Financial and Principal Accounting                January 17, 1996
-----------------------         Officer
Mark H. Rafferty                    

                                Director                                                January 17, 1996
----------------------- 
Gary H. Davison

/s/ EDWARD R. OLSON             Director                                                January 17, 1996
-----------------------
Edward R. Olson

/s/ THOMAS G. AMON              Director                                                January 17, 1996
-----------------------
Thomas G. Amon
II-4
EXHIBIT INDEX
                                                                    Sequentially
Exhibit                                                             Numbered
Number                     Description                              Page
-------                    -----------                              ------------
*4.1    Specimen  certificate  for the  Common  Shares,  par
        value $.01 per share,  of the Company.  Incorporated
        by reference to Exhibit 4.1 filed by Amendment No. 1
        to the  Company's  registration  statement  on  Form
        S-18, SEC File No. 33-19785.

*4.2    FastComm   Communications   Corporation  1992  Stock
        Option Plan.

*4.3    Form of  Incentive  Stock Option  Agreement  used in
        connection   with   the   FastComm    Communications
        Corporation 1992 Stock Option Plan.

*4.4    Form of Non-Statutory Stock Option Agreement used in
        connection   with   the   FastComm    Communications
        Corporation, Inc. 1992 Stock Option Plan.

**4.5   FastComm  Communications  Corporation   1994   Stock
        Option  Amendment Program

**5.1   Opinion of Amon & Sabatini, counsel for the Company,
        regarding legality of the securities covered by this
        registration statement.

**24.1  The  consent  of  Amon &  Sabatini  counsel  for the
        Company, to the use of their opinion with respect to
        the  legality  of the  securities  covered  by  this
        registration  statement is contained in such opinion
        filed as Exhibit 5.1 to this registration statement.

**24.2  Consent of BDO Seidman, independent certified public
        accountants for the Company.

-------
*  Previously  filed with  Registration  Statement  No.  33-71028 filed with the
   Commission on October 29, 1993.

** Filed herewith.