Registration No. 33-


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


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


                              RADYNE COMSTREAM INC.
             (Exact name of registrant as specified in its charter)

                                    New York
         (State or other jurisdiction of incorporation or organization)

                                   11-2569467
                      (I.R.S. Employer Identification No.)

                              3138 E. Elwood Street
                             Phoenix, Arizona 85034
                    (Address of Principal Executive offices)

                        1999 Employee Stock Purchase Plan
                            (Full title of the plan)

                             John B. Wade, III, Esq.
                              Dorsey & Whitney LLP
                                 250 Park Avenue
                            New York, New York 10177
                                 (212) 415-9200
            (Name, Address and Telephone Number of Agent for Service)


<PAGE>



CALCULATION OF REGISTRATION FEE

                                       Proposed   Proposed
Title of                               Maximum    Maximum
Securities           Amount            Offering   Aggregate       Amount of
to be                to be             Price per  Offering        Registration
Registered           Registered        Share      Price           Fee
------------------------------------------------------------------------------

Common Stock,
    Par value
     $0.002
    Per Share        1,000,000 shs.    $2.39      $2,390,000       $664.42
------------------------------------------------------------------------------

         Total       1,000,000 shs.               $2,390,000       $664.42
------------------------------------------------------------------------------

(1) Calculated pursuant to Rule 457(h)(1) on the basis of the last reported sale
price of Radyne ComStream Inc.'s common stock as of November 1, 1999.

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

This registration  statement is effective immediately upon filing as provided in
Rule 462 under the Securities Act of 1933 (the "Securities Act").

<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference

     This  registration   statement  incorporates  by  reference  the  documents
described below that Radyne ComStream Inc. (the "Company") previously filed with
the Securities and Exchange  Commission ("SEC").  These documents,  which may be
obtained from the SEC, contain  important  information about the Company and its
finances.

     (a)  The  Company's  annual report on Form 10-K/A for the fiscal year ended
          December 31, 1998;

     (b)  The  Company's  quarterly  report on Form 10-Q/A for the quarter ended
          March 31, 1999;

     (c)  The Company's quarterly report on Form 10-Q/A for the six month period
          ended June 30, 1999;

     (d)  All other  reports  filed by the Company  pursuant to Section 13(a) or
          15(d) of the  Securities  Exchange  Act of 1934 (the  "Exchange  Act")
          since December 31, 1998,  including but not limited to, the Form 8-K/A
          filed on May 6, 1999; and

     (e)  The  description  of the  Company's  common stock $.002 par value,  as
          contained in its registration statement on Form 8-A, filed on March 8,
          1984.

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

Item 4. Description of Securities.

     Not applicable.

Item 5. Interests of Named Experts and Counsel.

     Not applicable.

                                      II-1

<PAGE>


Item 6. Indemnification of Directors and Officers.

     The Company  carries  directors  and  officers  liability  insurance in the
amount of $2,000,000. In addition, New York Business Corporation Law, Article 7,
enables a  corporation  in its  original  certificate  of  incorporation,  or an
amendment approved by stockholders,  to eliminate or limit personal liability of
members of its Board of Directors for violations of a director's  fiduciary duty
of care.  However,  the elimination or limitation does not apply where there has
been bad  faith,  intentional  misconduct  or a knowing  violation  of law,  the
payment of a dividend or approval of a stock  repurchase  which is illegal,  any
other  violation of Section 719 of the New York Business  Corporation  Law, or a
financial  profit or other  advantage  to which  the  director  was not  legally
entitled.  The Company's  Certificate  of  Incorporation  includes the following
language:

     "SEVENTH:  A director of the Corporation  shall not be personally liable to
     the Corporation or its shareholders for damages for any breach of duty as a
     director;  provided  that,  except as  hereinafter  provided,  this Article
     SEVENTH shall neither  eliminate nor limit liability:  (a) if a judgment or
     final  adjudication  adverse  to the  director  establishes  that  (i)  the
     director's  acts or  omissions  were in bad faith or  involved  intentional
     misconduct  or a knowing  violation of law,  (ii) the  director  personally
     gained in fact a financial  profit or other advantage to which the director
     was not legally entitled, or (iii) the director's acts violated Section 719
     of the New York  Business  Corporation  Law; or (b) for any act or omission
     prior to the  effectiveness  of this Article  SEVENTH.  If the  Corporation
     hereafter  may by law be  permitted  to  further  eliminate  or  limit  the
     personal  liability of directors,  then pursuant  hereto the liability of a
     director of the Corporation  shall, at such time,  automatically be further
     eliminated or limited to the fullest extent permitted by law. Any repeal of
     or  modification  to the  provisions  of this  Article  SEVENTH  shall  not
     adversely  affect any right or protection of a director of the  Corporation
     existing pursuant to this Article SEVENTH  immediately prior to such repeal
     or modification.

     EIGHTH: The Corporation may, to the fullest extent permitted by Section 721
     through 726 of the Business  Corporation Law of New York, indemnify any and
     all directors and officers whom it shall have power to indemnify  under the
     said sections from and against any and all of the expenses,  liabilities or
     other  matters  referred to in or covered by such  section of the  Business
     Corporation Law, and the  indemnification  provided for herein shall not be
     deemed  exclusive of any other  rights to which the persons so  indemnified
     may be  entitled  under any  By-Law,  agreement,  vote of  shareholders  or
     disinterested directors or otherwise, both as to action in his/her official
     capacity and as to action in another  capacity by holding such office,  and
     shall  continue  as to a person who has ceased to be a director  or officer
     and shall inure to the benefit of the heirs,  executors and  administrators
     of such a person."

Item 7. Exemption from Registration Claimed.

     Not applicable.


                                      II-2

<PAGE>

Item 8. Exhibits.

     See the Exhibit Index on page II-7 of this registration statement.

Item 9. Undertakings.

          (1)  The Company undertakes:

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

               (i) to include any prospectus required by section 10(a)(3) of the
          Securities Act, unless the information  required to be included in the
          post-effective amendment to the registration statement is contained in
          a  periodic  report  required  to be filed by the  Company or the plan
          pursuant  to  Section  13  or  15(d)  of  the  Exchange  Act  that  is
          incorporated in this registration statement by reference;

               (ii) to reflect  in the  prospectus  any facts or events  arising
          after the effective  date of the  registration  statement (or the most
          recent post-effective  amendment to the registration statement) which,
          individually  or in the aggregate,  represent a fundamental  change in
          the information set forth in the  registration  statement,  unless the
          information required to be included in the post-effective amendment is
          contained  in a  periodic  report  filed  by the  Company  or the plan
          pursuant  to  Section  13  or  15(d)  of  the  Exchange  Act  that  is
          incorporated in this registration statement by reference;

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

          (b) That,  for the  purpose of  determining  any  liability  under the
     Securities Act, each  post-effective  amendment shall be deemed to be a new
     registration  statement related to the securities  offered herein,  and the
     offering of those  securities at the time shall be deemed to be the initial
     bona fide offering thereof.

          (c) 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.

          (d) That,  for the purposes of  determining  any  liability  under the
     Securities  Act,  each filing of the Company's  annual  report  pursuant to
     Section  13(a)  or  15(d)  of the  Exchange  Act  that is  incorporated  by
     reference  in this  registration  statement  shall  be  deemed  to be a new
     registration  statement  relating to the securities offered herein, and the
     offering of those securities at that time shall be deemed to be the initial
     bona fide offering.


                                      II-3
<PAGE>


          (2)  Insofar as  indemnification  for  liabilities  arising  under the
     Securities  Act may be permitted to directors,  officers,  and  controlling
     persons of the  Company  pursuant  to the  provisions  described  in Item 6
     above,  or  otherwise,  the Company has been advised that in the opinion of
     the SEC such  indemnification  is against public policy as expressed in the
     Securities Act and is, therefore,  unenforceable. In the event that a claim
     for indemnification against such liabilities (other than the payment by the
     Company  of  expenses  incurred  or  paid  by  the  director,   officer  or
     controlling  person of the Company 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 Company
     will,  unless in the opinion of the  Company's  counsel the matter has been
     settled  by  controlling  precedent,  submit  to  a  court  of  appropriate
     jurisdiction  the question whether such  indemnification  is against public
     policy as expressed in the Securities Act and will be governed by the final
     adjudication of the issue.



                                      II-4
<PAGE>


                                   SIGNATURES


     Pursuant to the  requirements of the Securities Act, the Company  certifies
that it has  reasonable  grounds to believe that it meets 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
Phoenix, State of Arizona, on October 26, 1999.


                                                     RADYNE COMSTREAM INC.



                                                     By: /s/ Robert C. Fitting
                                                        ------------------------
                                                         Robert C. Fitting
                                                         Chief Executive Officer


     IT IS AGREED,  that each person whose signature  appears below  constitutes
and appoints Robert C. Fitting, his true and lawful attorney-in-fact, with power
of substitution and  resubstitution,  to execute in the name of such person,  in
his capacity as a director or officer of the Company,  any and all amendments to
this  registration  statement  on  Form  S-8 and all  instruments  necessary  or
incidental to them, and to file such amendments and other instruments,  with the
SEC, and hereby ratify and confirm all that Mr. Fitting or his  substitute,  may
do or cause to be done by virtue of this power of attorney.


                                      II-5
<PAGE>



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


Signature                        Title                          Date
---------                        -----                          ----

/s/ Robert C. Fitting            Chief Executive Officer;
--------------------------       Director                       October 26, 1999
Robert C. Fitting

                                 Chairman of the Board of
------------------               Directors                      October 26, 1999
Lim Ming Seong

/s/ Lee Yip Loi                  Director                       October 26, 1999
--------------------------
Lee Yip Loi

                                 Director                       October 26, 1999
--------------------------
Tang Kum Chuen

/s/ Robert A. Grimes             Director                       October 26, 1999
--------------------------
Robert A. Grimes

/s/ Dennis W. Elliott            Director                       October 26, 1999
--------------------------
Dennis W. Elliott

/s/ Garry D. Kline               Vice President of Finance      October 26, 1999
--------------------------       (Principal Financial and
Garry D. Kline                   Accounting Officer)


                                      II-6
<PAGE>


                                  EXHIBIT INDEX


   Exhibit No.
   -----------
         (4)      -     1999 Employee Stock Purchase Plan

         (5)      -     Opinion of Dorsey & Whitney LLP

         (23)(a)  -     Consent of Dorsey & Whitney LLP (included in Exhibit 5)

         (23)(b)  -     Consent of KPMG LLP

         (23)(c)  -     Consent of Deloitte & Touche LLP

         (24)     -     Power of Attorney (included in Signatures)


                                      II-7
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 15553}]
{"company-data": {"conformed-name": "RADYNE COMSTREAM INC", "cik": "0000718573", "assigned-sic": "3663", "irs-number": "112569467", "state-of-incorporation": "NY", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-90383", "film-number": "99741957"}, "business-address": {"street1": "3138 EAST ELWOOD STREET", "city": "PHOENIX", "state": "AZ", "zip": "85034", "phone": "6024379620"}, "mail-address": {"street1": "3138 EAST ELWOOD STREET", "city": "PHOENIX", "state": "AZ", "zip": "85034"}, "former-company": {"former-conformed-name": "RADYNE CORP", "date-changed": "19920703"}}
Registration No. 33-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                              RADYNE COMSTREAM INC.
             (Exact name of registrant as specified in its charter)

                                    New York
         (State or other jurisdiction of incorporation or organization)

                                   11-2569467
                      (I.R.S. Employer Identification No.)

                              3138 E. Elwood Street
                             Phoenix, Arizona 85034
                    (Address of Principal Executive offices)

                        1999 Employee Stock Purchase Plan
                            (Full title of the plan)

                             John B. Wade, III, Esq.
                              Dorsey & Whitney LLP
                                 250 Park Avenue
                            New York, New York 10177
                                 (212) 415-9200
            (Name, Address and Telephone Number of Agent for Service)
CALCULATION OF REGISTRATION FEE

                                       Proposed   Proposed
Title of                               Maximum    Maximum
Securities           Amount            Offering   Aggregate       Amount of
to be                to be             Price per  Offering        Registration
Registered           Registered        Share      Price           Fee
------------------------------------------------------------------------------

Common Stock,
    Par value
     $0.002
    Per Share        1,000,000 shs.    $2.39      $2,390,000       $664.42
------------------------------------------------------------------------------

         Total       1,000,000 shs.               $2,390,000       $664.42
------------------------------------------------------------------------------

(1) Calculated pursuant to Rule 457(h)(1) on the basis of the last reported sale
price of Radyne ComStream Inc.'s common stock as of November 1, 1999.

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

This registration  statement is effective immediately upon filing as provided in
Rule 462 under the Securities Act of 1933 (the "Securities Act").
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

     This  registration   statement  incorporates  by  reference  the  documents
described below that Radyne ComStream Inc. (the "Company") previously filed with
the Securities and Exchange  Commission ("SEC").  These documents,  which may be
obtained from the SEC, contain  important  information about the Company and its
finances.

     (a)  The  Company's  annual report on Form 10-K/A for the fiscal year ended
          December 31, 1998;

     (b)  The  Company's  quarterly  report on Form 10-Q/A for the quarter ended
          March 31, 1999;

     (c)  The Company's quarterly report on Form 10-Q/A for the six month period
          ended June 30, 1999;

     (d)  All other  reports  filed by the Company  pursuant to Section 13(a) or
          15(d) of the  Securities  Exchange  Act of 1934 (the  "Exchange  Act")
          since December 31, 1998,  including but not limited to, the Form 8-K/A
          filed on May 6, 1999; and

     (e)  The  description  of the  Company's  common stock $.002 par value,  as
          contained in its registration statement on Form 8-A, filed on March 8,
          1984.

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

Item 4. Description of Securities.

     Not applicable.

Item 5. Interests of Named Experts and Counsel.

     Not applicable.

                                      II-1
Item 6. Indemnification of Directors and Officers.

     The Company  carries  directors  and  officers  liability  insurance in the
amount of $2,000,000. In addition, New York Business Corporation Law, Article 7,
enables a  corporation  in its  original  certificate  of  incorporation,  or an
amendment approved by stockholders,  to eliminate or limit personal liability of
members of its Board of Directors for violations of a director's  fiduciary duty
of care.  However,  the elimination or limitation does not apply where there has
been bad  faith,  intentional  misconduct  or a knowing  violation  of law,  the
payment of a dividend or approval of a stock  repurchase  which is illegal,  any
other  violation of Section 719 of the New York Business  Corporation  Law, or a
financial  profit or other  advantage  to which  the  director  was not  legally
entitled.  The Company's  Certificate  of  Incorporation  includes the following
language:

     "SEVENTH:  A director of the Corporation  shall not be personally liable to
     the Corporation or its shareholders for damages for any breach of duty as a
     director;  provided  that,  except as  hereinafter  provided,  this Article
     SEVENTH shall neither  eliminate nor limit liability:  (a) if a judgment or
     final  adjudication  adverse  to the  director  establishes  that  (i)  the
     director's  acts or  omissions  were in bad faith or  involved  intentional
     misconduct  or a knowing  violation of law,  (ii) the  director  personally
     gained in fact a financial  profit or other advantage to which the director
     was not legally entitled, or (iii) the director's acts violated Section 719
     of the New York  Business  Corporation  Law; or (b) for any act or omission
     prior to the  effectiveness  of this Article  SEVENTH.  If the  Corporation
     hereafter  may by law be  permitted  to  further  eliminate  or  limit  the
     personal  liability of directors,  then pursuant  hereto the liability of a
     director of the Corporation  shall, at such time,  automatically be further
     eliminated or limited to the fullest extent permitted by law. Any repeal of
     or  modification  to the  provisions  of this  Article  SEVENTH  shall  not
     adversely  affect any right or protection of a director of the  Corporation
     existing pursuant to this Article SEVENTH  immediately prior to such repeal
     or modification.

     EIGHTH: The Corporation may, to the fullest extent permitted by Section 721
     through 726 of the Business  Corporation Law of New York, indemnify any and
     all directors and officers whom it shall have power to indemnify  under the
     said sections from and against any and all of the expenses,  liabilities or
     other  matters  referred to in or covered by such  section of the  Business
     Corporation Law, and the  indemnification  provided for herein shall not be
     deemed  exclusive of any other  rights to which the persons so  indemnified
     may be  entitled  under any  By-Law,  agreement,  vote of  shareholders  or
     disinterested directors or otherwise, both as to action in his/her official
     capacity and as to action in another  capacity by holding such office,  and
     shall  continue  as to a person who has ceased to be a director  or officer
     and shall inure to the benefit of the heirs,  executors and  administrators
     of such a person."

Item 7. Exemption from Registration Claimed.

     Not applicable.

                                      II-2
Item 8. Exhibits.

     See the Exhibit Index on page II-7 of this registration statement.

Item 9. Undertakings.

          (1)  The Company undertakes:

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

               (i) to include any prospectus required by section 10(a)(3) of the
          Securities Act, unless the information  required to be included in the
          post-effective amendment to the registration statement is contained in
          a  periodic  report  required  to be filed by the  Company or the plan
          pursuant  to  Section  13  or  15(d)  of  the  Exchange  Act  that  is
          incorporated in this registration statement by reference;

               (ii) to reflect  in the  prospectus  any facts or events  arising
          after the effective  date of the  registration  statement (or the most
          recent post-effective  amendment to the registration statement) which,
          individually  or in the aggregate,  represent a fundamental  change in
          the information set forth in the  registration  statement,  unless the
          information required to be included in the post-effective amendment is
          contained  in a  periodic  report  filed  by the  Company  or the plan
          pursuant  to  Section  13  or  15(d)  of  the  Exchange  Act  that  is
          incorporated in this registration statement by reference;

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

          (b) That,  for the  purpose of  determining  any  liability  under the
     Securities Act, each  post-effective  amendment shall be deemed to be a new
     registration  statement related to the securities  offered herein,  and the
     offering of those  securities at the time shall be deemed to be the initial
     bona fide offering thereof.

          (c) 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.

          (d) That,  for the purposes of  determining  any  liability  under the
     Securities  Act,  each filing of the Company's  annual  report  pursuant to
     Section  13(a)  or  15(d)  of the  Exchange  Act  that is  incorporated  by
     reference  in this  registration  statement  shall  be  deemed  to be a new
     registration  statement  relating to the securities offered herein, and the
     offering of those securities at that time shall be deemed to be the initial
     bona fide offering.

                                      II-3
(2)  Insofar as  indemnification  for  liabilities  arising  under the
     Securities  Act may be permitted to directors,  officers,  and  controlling
     persons of the  Company  pursuant  to the  provisions  described  in Item 6
     above,  or  otherwise,  the Company has been advised that in the opinion of
     the SEC such  indemnification  is against public policy as expressed in the
     Securities Act and is, therefore,  unenforceable. In the event that a claim
     for indemnification against such liabilities (other than the payment by the
     Company  of  expenses  incurred  or  paid  by  the  director,   officer  or
     controlling  person of the Company 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 Company
     will,  unless in the opinion of the  Company's  counsel the matter has been
     settled  by  controlling  precedent,  submit  to  a  court  of  appropriate
     jurisdiction  the question whether such  indemnification  is against public
     policy as expressed in the Securities Act and will be governed by the final
     adjudication of the issue.

                                      II-4
SIGNATURES

     Pursuant to the  requirements of the Securities Act, the Company  certifies
that it has  reasonable  grounds to believe that it meets 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
Phoenix, State of Arizona, on October 26, 1999.

                                                     RADYNE COMSTREAM INC.

                                                     By: /s/ Robert C. Fitting
                                                        ------------------------
                                                         Robert C. Fitting
                                                         Chief Executive Officer

     IT IS AGREED,  that each person whose signature  appears below  constitutes
and appoints Robert C. Fitting, his true and lawful attorney-in-fact, with power
of substitution and  resubstitution,  to execute in the name of such person,  in
his capacity as a director or officer of the Company,  any and all amendments to
this  registration  statement  on  Form  S-8 and all  instruments  necessary  or
incidental to them, and to file such amendments and other instruments,  with the
SEC, and hereby ratify and confirm all that Mr. Fitting or his  substitute,  may
do or cause to be done by virtue of this power of attorney.

                                      II-5
Pursuant to the  requirements  of the  Securities  Act,  this  registration
statement has been signed by the following  persons in the capacities and on the
date indicated.

Signature                        Title                          Date
---------                        -----                          ----

/s/ Robert C. Fitting            Chief Executive Officer;
--------------------------       Director                       October 26, 1999
Robert C. Fitting

                                 Chairman of the Board of
------------------               Directors                      October 26, 1999
Lim Ming Seong

/s/ Lee Yip Loi                  Director                       October 26, 1999
--------------------------
Lee Yip Loi

                                 Director                       October 26, 1999
--------------------------
Tang Kum Chuen

/s/ Robert A. Grimes             Director                       October 26, 1999
--------------------------
Robert A. Grimes

/s/ Dennis W. Elliott            Director                       October 26, 1999
--------------------------
Dennis W. Elliott

/s/ Garry D. Kline               Vice President of Finance      October 26, 1999
--------------------------       (Principal Financial and
Garry D. Kline                   Accounting Officer)

                                      II-6
EXHIBIT INDEX

   Exhibit No.
   -----------
         (4)      -     1999 Employee Stock Purchase Plan

         (5)      -     Opinion of Dorsey & Whitney LLP

         (23)(a)  -     Consent of Dorsey & Whitney LLP (included in Exhibit 5)

         (23)(b)  -     Consent of KPMG LLP

         (23)(c)  -     Consent of Deloitte & Touche LLP

         (24)     -     Power of Attorney (included in Signatures)

                                      II-7