<PAGE>   1





   As filed with the Securities and Exchange Commission on December 16, 1996

                                                          NO. 333-______________
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

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

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

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

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


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

                            CONSULTANTS' STOCK BONUS
                            (Full title of the plan)

                                 R. GORDON ROOT
                               12725 STOWE DRIVE
                            POWAY, CALIFORNIA 92064
                    (Name and address of agent for service)

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

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

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
                                                    PROPOSED MAXIMUM      PROPOSED MAXIMUM
  TITLE OF SECURITIES TO         AMOUNT TO BE      OFFERING PRICE PER    AGGREGATE OFFERING         AMOUNT OF
       BE REGISTERED              REGISTERED           SHARE (1)             PRICE (1)          REGISTRATION FEE
-------------------------------------------------------------------------------------------------------------------
 <S>                               <C>                   <C>                 <C>                     <C>
 Common Stock, $.001 par value     460,000               $0.53               $243,800                $100.00
--------------------------------------------------------------------------------------------------------------------
         Total Fee                                                                                   $100.00
--------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  These figures are estimates made solely for the purpose of calculating the
     registration fee pursuant to Rule 457(c).  The average of the bid and
     asked prices for the Common Stock on December 12, 1996, as reported by
     NASDAQ, was $0.53.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>   2
                                     PART I

                          INFORMATION REQUIRED IN THE
                            SECTION 10(a) PROSPECTUS

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




                                       2
<PAGE>   3
                                    PART II

                          INFORMATION REQUIRED IN THE
                             REGISTRATION STATEMENT


ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

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

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

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

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

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

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

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

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


ITEM 4. DESCRIPTION OF SECURITIES

        The authorized capital stock of the Company consists of 60,000,000 
shares of Common Stock, $.001 per share par value and 5,000,000 shares of 
Preferred Stock, $.001 per share par value.  As of December 16, 1996, there 
were 22,528,828 shares of Common Stock issued and outstanding.  No shares of 
Preferred Stock are outstanding.


                                      3

<PAGE>   4

Common Stock

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

Delaware Anti-Takeover Law

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

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL

   The validity of the securities registered hereunder (the "Plan") has been
passed upon by Higham, McConnell & Dunning.  Higham, McConnell & Dunning owns
56,974 shares of Common Stock and warrants to acquire 150,000 shares of Common
Stock, and will receive up to 200,000 of the shares of Common Stock registered
hereunder.


ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

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

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





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

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

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

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

         See Exhibit Index appearing at sequentially numbered page 7.

ITEM 9.  UNDERTAKINGS.

         The undersigned registrant hereby undertakes:

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

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

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





                                       5
<PAGE>   6
                 (b)  The undersigned registrant hereby undertakes that, for
         purposes of determining any liability under the Securities Act, each
         filing of the registrant's annual report pursuant to Section 13(a) or
         Section 15(d) of the Exchange Act (and, where applicable, each filing
         of an employee benefit plan's annual report pursuant to Section 15(d)
         of the Exchange Act) that is incorporated by reference in the
         Registration Statement shall be deemed to be a new registration
         statement relating to the securities offered therein, and the offering
         of such securities at that time shall be deemed to be the initial bona
         fide offering thereof.

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





                                      6
<PAGE>   7
                                 EXHIBIT INDEX


Exhibit
Number     Description
------     -----------

  4.1      Form of Fee Agreement with Mark Drozda.

  4.2      Form of Fee Agreement with Robert Oxford.

  4.3      Form of Fee Agreement with Higham, McConnell & Dunning.

  5.1      Opinion of Higham, McConnell & Dunning.

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

 23.2      Consent of Ernst & Young, Independent Chartered Accountants.





                                       7
<PAGE>   8
                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Poway, State of California on December 13, 1996.


                                          NORRIS COMMUNICATIONS, INC.


                                          By:  /s/ R. GORDON ROOT
                                               ------------------------------
                                                   R. Gordon Root, 
                                                   President and Chief 
                                                   Executive Officer

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

                               POWER OF ATTORNEY

     Each person whose signature to this Registration Statement appears below
hereby appoints R. Gordon Root and Kathleen E. Terry, and each of them, as his
attorney-in-fact to sign on his behalf individually and in the capacity stated
below and to file all amendments and post-effective amendments to this
Registration Statement as such attorney-in-fact may deem necessary or
appropriate.

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



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

<TABLE>
<CAPTION>

            NAME                                      POSITION                      DATE
------------------------------             -----------------------------      -----------------
<S>                                        <C>                                <C>

  /s/   R. GORDON ROOT                     President and Chief Executive      December 16, 1996
------------------------------             Officer and Director
        R. Gordon Root
                                           
                             
  /s/   KATHLEEN E. TERRY                  Chief Financial Officer and        December 16, 1996
------------------------------             (principal financial and 
        Kathleen E. Terry                  accounting officer)



  /s/   ELWOOD G. NORRIS                   Director                           December 16, 1996
------------------------------                                                                 
        Elwood G. Norris


  /s/   ROBERT PUTNAM                      Director                           December 16, 1996
------------------------------                                                                 
        Robert Putnam


  /s/   JAMES D. MILLER                    Director                           December 16, 1996
------------------------------                                                                 
        James D. Miller


  /s/   MICHAEL JOE                        Director                           December 16, 1996
------------------------------                                                                 
        Michael Joe
</TABLE>





                                       9
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 AS FILED ON DECEMBER 16, 1996", "secsgml_size_bytes": 18424}]
{"company-data": {"conformed-name": "NORRIS COMMUNICATIONS CORP", "cik": "0000886328", "assigned-sic": "3672", "irs-number": "330591385", "state-of-incorporation": "A0", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-17959", "film-number": "96681403"}, "business-address": {"street1": "12725 STOWE DRIVE", "city": "POWAY", "state": "CA", "zip": "92064", "phone": "6196791504"}}
1

   As filed with the Securities and Exchange Commission on December 16, 1996

                                                          NO. 333-______________
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

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

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

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

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

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

                            CONSULTANTS' STOCK BONUS
                            (Full title of the plan)

                                 R. GORDON ROOT
                               12725 STOWE DRIVE
                            POWAY, CALIFORNIA 92064
                    (Name and address of agent for service)

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

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

                        CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------------------------------------------
                                                    PROPOSED MAXIMUM      PROPOSED MAXIMUM
  TITLE OF SECURITIES TO         AMOUNT TO BE      OFFERING PRICE PER    AGGREGATE OFFERING         AMOUNT OF
       BE REGISTERED              REGISTERED           SHARE (1)             PRICE (1)          REGISTRATION FEE
-------------------------------------------------------------------------------------------------------------------
Common Stock, $.001 par value     460,000               $0.53               $243,800                $100.00
--------------------------------------------------------------------------------------------------------------------
         Total Fee                                                                                   $100.00
--------------------------------------------------------------------------------------------------------------------
(1)  These figures are estimates made solely for the purpose of calculating the
     registration fee pursuant to Rule 457(c).  The average of the bid and
     asked prices for the Common Stock on December 12, 1996, as reported by
     NASDAQ, was $0.53.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
2
                                     PART I

                          INFORMATION REQUIRED IN THE
                            SECTION 10(a) PROSPECTUS

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

                                       2
3
                                    PART II

                          INFORMATION REQUIRED IN THE
                             REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

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

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

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

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

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

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

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

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

ITEM 4. DESCRIPTION OF SECURITIES

        The authorized capital stock of the Company consists of 60,000,000 
shares of Common Stock, $.001 per share par value and 5,000,000 shares of 
Preferred Stock, $.001 per share par value.  As of December 16, 1996, there 
were 22,528,828 shares of Common Stock issued and outstanding.  No shares of 
Preferred Stock are outstanding.

                                      3
4

Common Stock

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

Delaware Anti-Takeover Law

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

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL

   The validity of the securities registered hereunder (the "Plan") has been
passed upon by Higham, McConnell & Dunning.  Higham, McConnell & Dunning owns
56,974 shares of Common Stock and warrants to acquire 150,000 shares of Common
Stock, and will receive up to 200,000 of the shares of Common Stock registered
hereunder.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

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

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

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

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

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

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

         See Exhibit Index appearing at sequentially numbered page 7.

ITEM 9.  UNDERTAKINGS.

         The undersigned registrant hereby undertakes:

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

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

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

                                       5
6
                 (b)  The undersigned registrant hereby undertakes that, for
         purposes of determining any liability under the Securities Act, each
         filing of the registrant's annual report pursuant to Section 13(a) or
         Section 15(d) of the Exchange Act (and, where applicable, each filing
         of an employee benefit plan's annual report pursuant to Section 15(d)
         of the Exchange Act) that is incorporated by reference in the
         Registration Statement shall be deemed to be a new registration
         statement relating to the securities offered therein, and the offering
         of such securities at that time shall be deemed to be the initial bona
         fide offering thereof.

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

                                      6
7
                                 EXHIBIT INDEX

Exhibit
Number     Description
------     -----------

  4.1      Form of Fee Agreement with Mark Drozda.

  4.2      Form of Fee Agreement with Robert Oxford.

  4.3      Form of Fee Agreement with Higham, McConnell & Dunning.

  5.1      Opinion of Higham, McConnell & Dunning.

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

 23.2      Consent of Ernst & Young, Independent Chartered Accountants.

                                       7
8
                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Poway, State of California on December 13, 1996.

                                          NORRIS COMMUNICATIONS, INC.

                                          By:  /s/ R. GORDON ROOT
                                               ------------------------------
                                                   R. Gordon Root, 
                                                   President and Chief 
                                                   Executive Officer

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

                               POWER OF ATTORNEY

     Each person whose signature to this Registration Statement appears below
hereby appoints R. Gordon Root and Kathleen E. Terry, and each of them, as his
attorney-in-fact to sign on his behalf individually and in the capacity stated
below and to file all amendments and post-effective amendments to this
Registration Statement as such attorney-in-fact may deem necessary or
appropriate.

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

                                      8
9
   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
NAME                                      POSITION                      DATE
------------------------------             -----------------------------      -----------------
/s/   R. GORDON ROOT                     President and Chief Executive      December 16, 1996
------------------------------             Officer and Director
        R. Gordon Root
                                           
                             
  /s/   KATHLEEN E. TERRY                  Chief Financial Officer and        December 16, 1996
------------------------------             (principal financial and 
        Kathleen E. Terry                  accounting officer)

  /s/   ELWOOD G. NORRIS                   Director                           December 16, 1996
------------------------------                                                                 
        Elwood G. Norris

  /s/   ROBERT PUTNAM                      Director                           December 16, 1996
------------------------------                                                                 
        Robert Putnam

  /s/   JAMES D. MILLER                    Director                           December 16, 1996
------------------------------                                                                 
        James D. Miller

  /s/   MICHAEL JOE                        Director                           December 16, 1996
------------------------------                                                                 
        Michael Joe
9