As filed with the Securities and Exchange Commission on December __, 1998
                                                  Registration No. 333 -

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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                               PORTA SYSTEMS CORP.
             (Exact name of registrant as specified in its charter)

           Delaware                                           11-2203988
(State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                             Identification No.)

575 Underhill Boulevard
Syosset, New York                                              11791
(Address of Principal Executive Offices)                       (Zip Code)

                             1996 Stock Option Plan
                      1998 Non-Qualified Stock Option Plan
                              (Full Title of Plans)

                               Porta Systems Corp.
                             575 Underhill Boulevard
                             Syosset, New York 11791
                                 (516) 364-9300
 (Name, address and telephone number, including area code, of agent for service)

                                   Copies to:

                              Warren H. Esanu, Esq.
                        Esanu Katsky Korins & Siger, LLP
                                605 Third Avenue
                            New York, New York 10158
                                 (212) 953-6000

      Approximate  date of commencement of proposed sale to the public:  As soon
as practical on or after the effective date of this Registration Statement.

      If the only  securities  being  registered  on this Form are being offered
pursuant to dividend or interest  reinvestment plans, please check the following
box. [ ]

      If any of the securities  being  registered of this Form are to be offered
on a delayed or continuous  basis  pursuant to Rule 415 under the Securities Act
of 1933,  other than  securities  offered only in  connection  with  dividend or
interest reinvestment plans, check the following box. [x]

      If this Form is filed to register  additional  securities  for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list  the  Securities  Act  registration  statement  number  of the  earlier
effective registration statement for the same offering. [ ] .

      If this Form is a  post-effective  amendment filed pursuant to Rule 462(c)
under the  Securities  Act,  check the following box and list the Securities Act
registration  statement number of the earlier effective  registration  statement
for the same offering. [ ] .

      If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]

<PAGE>

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------
                                            Proposed         Proposed
  Title of securities                       maximum          maximum
         to be            Amount to be   offering price     aggregate          Amount of
      registered           registered       per unit      offering price    registration fee
----------------------------------------------------------------------------------------------
<S>                          <C>            <C>           <C>                   <C>    
Common Stock, par            887,988        $2.467(1)     $2,190,666.40         $647.25
value $.01 per share,
issuable upon the
exercise of options
previously granted
under the 1996 and
1998 Stock Option
Plan

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

Common Stock, par            12,012        $1.6875(2)       $20,270.25            $6.20
value $.01 per share,
issuable upon the
exercise of options to
be granted under the
1996 Stock Option
Plan

----------------------------------------------------------------------------------------------
</TABLE>

(1)   Based on the weighted  average exercise price of the options granted under
      the 1996 Stock Option Plan and the 1998 Non-Qualified Stock Option Plan.

(2)   Estimated  solely for the purpose of calculating the  registration  fee in
      accordance  with Rule 457(c) under the Securities Act of 1933, as amended,
      based on the average of the high and low price of the Common  Stock on the
      American Stock Exchange on December 1, 1998.

<PAGE>

PROSPECTUS
(FORM S-3)

                                 715,608 Shares
                               PORTA SYSTEMS CORP.
                     Common Stock, par value $.01 per share

      This prospectus  relates to 715,608 shares ("Shares") of common stock, par
value  $.01 per  share  ("Common  Stock"),  of  Porta  Systems  Corp.,  Delaware
corporation (the "Company"),  which may be sold from time to time by the selling
stockholders   ("Selling   Stockholders")   named  under  the  caption  "Selling
Stockholders."  The Shares are issuable upon the exercise of options  granted to
the  Selling  Stockholders  pursuant to and upon the  exercise  of options  (the
"Options")  granted or to be granted under the Company's  1996 Stock Option Plan
(the "1996 Plan") and the Company's  1998  Non-Qualified  Stock Option Plan (the
"1998 Plan").  The 1996 Plan and the 1998 Plan are  collectively  referred to as
the "Plans." The Company will receive various  amounts,  ranging from $1.4188 to
$3.75 for each Share issued upon the exercise of Options,  based on the exercise
price of outstanding  options granted under the Plans.  The Company will receive
none of the proceeds from the sale of Shares owned by the Selling  Stockholders.
The cost of this registration statement,  estimated at approximately $10,000, is
being paid by the Company,  but all selling and other  expenses  incurred by the
Selling  Stockholders  in connection  with the sale of his or her Shares will be
borne by the Selling Stockholders.

      The sale of Shares by Selling  Stockholders  may be effected  from time to
time in  transactions  (which  may  include  block  transactions)  by or for the
account of the Selling Stockholders on the American Stock Exchange ("ASE") or in
negotiated  transactions,  a  combination  of such methods of sale or otherwise.
Sales may be made at fixed prices which may be changed,  at market  prices or in
negotiated transactions, a combination of such methods of sale or otherwise. The
Shares may also be transferred by gift. The Options are  non-transferable  other
than by will or by the laws of descent and distribution.

      The Selling  Stockholders  may effect such  transactions by selling Shares
directly to purchasers,  through broker-dealers acting as agents for the Selling
Stockholders or to broker-dealers who may purchase  securities as principals and
thereafter  sell  the  Shares  from  time  to  time on the  ASE,  in  negotiated
transactions or otherwise. Such broker-dealers, if any, may receive compensation
in  the  form  of  discounts,   concessions  or  commissions  from  the  Selling
Stockholders  and/or  the  purchasers  from whom such  broker-dealer  may act as
agents or to whom they may sell as principals or otherwise  (which  compensation
as to a particular broker-dealer may exceed customary commissions).  The Company
is not aware of any arrangements by any Selling  Stockholder for the sale of any
of the Shares included in this Prospectus.

                                   ----------

AN INVESTMENT IN THE SECURITIES  OFFERED  HEREBY  INVOLVES A HIGH DEGREE OF RISK
AND SHOULD BE  CONSIDERED  ONLY BY INVESTORS WHO CAN AFFORD TO SUSTAIN A LOSS OF
THEIR ENTIRE INVESTMENT. SEE "RISK FACTORS," WHICH BEGIN ON PAGE 3.

                                   ----------

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 December ___, 1998

<PAGE>

      The Selling Stockholders understand that the anti-manipulative rules under
the Securities  Exchange Act of 1934, as amended (the "Exchange Act"), which are
set forth in Regulation M, may apply to its sales in the market. The Company has
furnished the Selling  Stockholders with a copy of Regulation M. The Company has
also  informed  the Selling  Stockholders  of the need for delivery of copies of
this Prospectus.

      The Company  furnishes its  stockholders  with annual  reports  containing
audited financial statements and with such other periodic reports as the Company
from time to time deems  appropriate  or as may be required by law.  The Company
uses the calendar year as its fiscal year.

                              AVAILABLE INFORMATION

      The  Company  is  subject to  certain  informational  requirements  of the
Exchange Act, and, in accordance therewith,  files reports, proxy statements and
other   information   with  the   Securities   and  Exchange   Commission   (the
"Commission").  Such reports,  proxy  statements  and other  information  can be
inspected  and  copied at the  public  reference  facilities  maintained  by the
Commission at 450 Fifth Street, N.W., Washington,  D.C. 20549 or at the regional
offices of the Commission at Citicorp  Center,  500 West Madison  Street,  Suite
1400,  Chicago,  Illinois  60661 and Seven World Trade Center,  Suite 1300,  New
York,  New York 10048.  Copies of such  material  can be obtained at  prescribed
rates from the Public  Reference  Section of the Commission at 450 Fifth Street,
N.W., Washington,  D.C. 20549. The Commission maintains a Web site that contains
reports,  proxy  and  information  statements  and other  information  regarding
registrants that file  electronically  with the Commission.  The address of such
site is http//www.sec.gov.  Such reports, proxy statements and other information
can also be inspected at the offices of the American  Stock  Exchange,  Inc., 86
Trinity Place,  New York,  New York  10006-1881,  on which the Company's  Common
Stock is listed.  This  Prospectus  does not contain all of the  information set
forth in the  Registration  Statement,  of which this  Prospectus is a part, and
exhibits  thereto  which  the  Company  has  filed  with  Commission  under  the
Securities Act of 1933, as amended (the "Securities Act"), to which reference is
hereby made.

NO PERSON IS  AUTHORIZED  TO GIVE ANY  INFORMATION  OR MAKE ANY  REPRESENTATIONS
OTHER  THAN THOSE  CONTAINED  IN THIS  PROSPECTUS  AND,  IF GIVEN OR MADE,  SUCH
INFORMATION  OR  REPRESENTATIONS   MUST  NOT  BE  RELIED  UPON  AS  HAVING  BEEN
AUTHORIZED.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

      The following documents have been filed by the Company with the Commission
(File No. 1-8191) and are incorporated herein by reference:

      (1)   The Company's Annual Report on Form 10-K for the year ended December
            31, 1997;

      (2)   Amendment No. 1 to the Company's  Annual Report on Form 10-K for the
            year ended December 31, 1997;

      (3)   The  Company's Quarterly Reports on Form 10-Q for the quarters ended
            March 31, 1998, June 30, 1998 and September 30, 1998;

      (4)   The  Company's  Proxy  Statement  for its  1998  Annual  Meeting  of
            Stockholders;

      (5)   The Company's  Current Report on Form 8-K, dated January 2, 1998, as
            filed with the Commission on February 6, 1998; and


                                        2

<PAGE>

      (6)   The  description  of the  Company's  Common  Stock  contained in the
            Company's  Registration  Statement  on Form 8-A,  filed on April 26,
            1977, which became effective on April 26, 1977.

      All documents filed pursuant to Section 13(a), 13(c), 14 or 15 of the 1934
Act after the date of this  Prospectus  shall be  deemed to be  incorporated  by
reference in this  Prospectus and to be a part hereof from the date of filing of
such documents.

      Any statement  contained in a document  incorporated  by reference  herein
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 deemed to be incorporated by reference herein modifies
or supersedes such statement.  Any such statement so modified or superseded,  to
constitute a part of this Prospectus.

      The  Company  will  provide  without  charge  to each  person to whom this
Prospectus is delivered,  upon the written or oral request of any such person, a
copy of the documents (excluding the exhibits thereto,  unless such exhibits are
specifically  incorporated  by reference into such  document)  referred to above
which  have been or may be  incorporated  herein by  reference  and not  furnish
herewith.  Requests  for such  documents  should be  directed  to Mr.  Edward B.
Kornfeld,  Senior Vice President - Operations and Chief Financial Officer, Porta
Systems Corp., 575 Underhill Boulevard, Syosset, New York 11791, telephone (516)
364- 9300.

                                  RISK FACTORS

      Purchasers of the Common Stock are cautioned  that the  statements in this
Prospectus,  including statements in documents incorporated by reference in this
Prospectus, that are not descriptions of historical facts may be forward looking
statements  that  are  subject  to  risks  and  uncertainties.   In  particular,
statements in this Prospectus,  including any material incorporated by reference
in this  Prospectus,  that  state  the  Company's  or  management's  intentions,
beliefs, expectations,  strategies,  predictions or any other variations thereof
or comparable  phraseology  of the Company's  future  activities or other future
events or conditions  are  "forward-looking  statements" as that term is defined
under the Federal  securities  laws.  Forward-looking  statements are subject to
risks,  uncertainties  and other factors,  including,  but not limited to, those
identified under "Risk Factors," those described in Management's  Discussion and
Analysis of Financial Conditions and Results of Operations in the Company's Form
10-K for the year ended  December 31, 1997,  and in any other  filings which are
incorporated  by  reference  in this  Prospectus,  as well as  general  economic
conditions,  any one or more of which  could  cause  actual  results  to  differ
materially from those stated in such statements.

      An  investment  in the  Company's  Common Stock  involves a high degree of
risk. Purchasers of the shares of Common Stock should consider carefully,  along
with other factors,  the following  risks and should consult with his or her own
legal, tax and financial advisors with respect thereto.

      Recent losses.  For the nine months ended  September 30, 1998, the Company
had a net income of $1.3 million, or $.14 per share ($.13 per share on a diluted
basis),  on sales of $45.2  million.  For the year ended  December 31, 1997, the
Company  incurred  a net loss of $6.9  million,  or $2.22 per share  (basic  and
diluted),  on sales of $62.2  million.  Although  the Company  generated  income
before extraordinary gains of $1.3 million, or $.57 per share ($.23 per share on
a diluted  basis),  on sales of $58.0  million for the year ended  December  31,
1996,   prior  to  1996  the  Company   sustained   significant   losses  before
extraordinary  gain,  which amounted to $32.8 million,  or $22.45 per share,  on
sales of $61.2 million for the year ended  December 31, 1995, and $40.0 million,
or $27.51 per share,  on sales of $69.0 million for the year ended  December 31,
1994.  The loss in 1997  reflects a primarily  non-cash  charge of $11.5 million
taken as a result of the reduction to $3.65 from $6.55 in the  conversion  price
of the  Company's  Zero  Coupon  Senior  Subordinated  Notes due January 2, 1998
("Zero Coupon  Notes") and the conversion of Zero Coupon Notes into Common Stock
at the reduced  conversion  price. The losses in 1995 and 1994 reflect declining
gross margins, resulting


                                        3

<PAGE>

from the Company's  illiquidity  and other cash problems,  and reflected (i) the
inability  of the  Company  to  purchase  materials  efficiently  and to  obtain
materials  from  certain  suppliers,  (ii) the  underabsorption  of  significant
overhead costs allocated to costs of sales compared with the Company's  standard
costing methods, (iii) the need to rework inventory in order to fulfill customer
orders and (iv) the  losses and cash  expenditures  from  unprofitable  business
units. In the first quarter of 1996, the Company sold its fiber optics division,
which had been operating at a loss.

      Working  capital  requirements.  At September  30,  1998,  the Company had
working capital of $12.7 million.  The Company's  working capital  improved as a
result  of (i)  increased  accounts  receivable,  (ii)  reduced  balance  of the
Company's 6%  Convertible  Subordinated  Debentures  and (iii) lower balances of
accounts payable, accrued expenses and accrued commissions.

      At September 30, 1998, the Company owed Foothill $10.7 million in addition
to standby letters of credit of approximately  $9.0 million and notes payable of
$2.8  million.  Under the terms of the Company's  agreement  with  Foothill,  as
amended,  the Company's  obligations to Foothill  mature on January 2, 2000. The
Company's  obligations  to  Foothill  are  secured  by a  security  interest  in
substantially all of its assets.  The Company's  revolving credit agreement with
Foothill has been the Company's  principal  source of funding for its operations
since  November  1994.  Prior to  January  2,  2000,  the  maturity  date of its
obligations  to Foothill,  it will be necessary for the Company either to extend
its agreement with Foothill or negotiate  lending  agreements with other lending
institutions.  There can be no assurance that the Company will be able to extend
its  agreement  with  Foothill or enter into  acceptable  agreements  with other
lenders.  The failure to obtain the  necessary  financing  could have a material
adverse effect upon the Company's business.

      Dependence  on  foreign  sales.  Approximately  71%,  70%  and  73% of the
Company's  sales  for  the  years  ended  December  31,  1997,  1996  and  1995,
respectively,  were made to foreign telephone  operating  companies.  In foreign
markets, the Company faces considerable competition from other United States and
foreign  telephone  equipment  manufacturers  most of which are  larger and have
substantially  greater  financial  resources  than the  Company.  In  selling to
customers in foreign countries, there are inherent risks not normally present in
the case of sales to United States customers,  including increased difficulty in
identifying  and  designing  systems  compatible  with  purchasers'  operational
requirements,  extended delays under the Company's  Operational  Support Systems
("OSS Systems") contracts in the completion of testing and purchaser  acceptance
phases and the Company's  receipt of final payments,  and political and economic
change. In addition,  to the extent that the Company  establishes  facilities in
foreign countries, the Company faces risks associated with currency devaluation,
difficulties  in either  converting  local currency into dollars or transferring
funds to the United  States,  local tax and currency  regulations  and political
instability.  Furthermore,  OSS Systems are often  marketed to lesser  developed
countries,  which may be unable to fund the purchase  without the  assistance of
the World Bank, a United Nations  affiliate,  or a similar  organization,  which
both  delays and  complicates  the  execution  of a  contract  and the timing of
payments.  Also, the economies of lesser developed  countries are often unstable
and, as a result, such countries may be unable to perform their obligations.

      Significant customers.  During the years ended December 31, 1997, 1996 and
1995, the Company's five largest customers accounted for sales of $30.6 million,
or approximately 49% of sales, $27.8 million, or approximately 48% of sales, and
$31.5  million,  or  approximately  52% of sales,  respectively.  The  Company's
largest  customer is British  Telecommunications,  plc  ("BT").  Sales to BT for
1997, 1996 and 1995 amounted to approximately  $13.9 million,  $11.3 million and
$17.3 million, respectively, or approximately 22%, 20% and 28%, respectively, of
the Company's sales for such years. Therefore,  any significant  interruption or
decline in sales to BT may have a materially  adverse  effect upon the Company's
operations.  During 1996, sales to Philippines Long Distance Telephone were $7.0
million,  or  approximately  12% of  sales.  During  1995,  sales  to the  Korea
Telephone  Company were $7.7 million,  or  approximately  13% of sales. No other
customer accounted for 10% or more of the Company's sales for any of such years.
Approximately 64% and 33% of accounts  receivable at December 31, 1997 and 1996,
respectively, are due from the Company's five largest customers.


                                        4

<PAGE>

      In  November  1996,  the  Company  amended  its supply  agreement  with BT
pursuant to which it sold line connecting/protecting products to BT. Pursuant to
the amended agreement,  the Company is no longer the exclusive supplier of these
products to BT. The amended contract also provides for a cross-license which, in
effect,  enables BT to use certain of the Company's  proprietary  information to
modify or enhance  products  provided  to BT and  permits  those  products to be
manufactured by BT or others for its own purposes.

      In  addition,  the former  Bell  operating  companies  continue  to be the
ultimate  purchasers of a significant  portion of the Company's products sold in
the  United  States,  while  sales  to  foreign  telephone  operating  companies
constitute  the major  portion of the  Company's  foreign  sales.  The Company's
contracts with these customers  require no minimum  purchases by such customers.
Significant  customers for the Company's signal processing  products include the
major domestic  aerospace  companies,  Department of Defense  service depots and
OEMs in the medical  imaging  and process  control  equipment  industries.  Both
catalog and custom designed products are sold to these customers.

      Delays and  unpredictability  associated  with OSS System  contracts.  OSS
Systems are complex  systems  and, in most  applications,  incorporate  features
designed to respond to a purchaser's operational requirements and the particular
characteristics   of  the  purchaser's   telephone  system.  As  a  result,  the
negotiation  of a  contract  for an OSS System is an  individualized  and highly
technical process. In addition, contracts for OSS Systems frequently provide for
manufacturing,  delivery, installation,  testing and purchaser acceptance phases
which take place over periods of up to a year or more. Such contracts  typically
contain performance  guarantees by the Company and clauses imposing penalties on
the Company if  "in-service"  dates are not met. The  installation,  testing and
purchaser acceptance phases of these contracts may last longer than contemplated
by the contracts  and,  accordingly,  amounts due under the contracts may not be
collected for extended  periods.  Delays in purchaser  acceptance of the systems
and in the  Company's  receipt  of final  contract  payments  have  occurred  in
connection  with a number  of  foreign  sales.  In  addition,  the  Company  has
experienced no steady or predictable flow of orders for OSS Systems.

      Competition.  The  telephone  equipment  market in which the Company  does
business is characterized by intense competition, rapid technological change and
a movement to private ownership of  telecommunications  equipment.  In competing
for telephone  operating company  business,  the purchase price of equipment and
associated  operating  expenses  have  become  significant  factors,  along with
product design and long-standing equipment supply relationships. In the customer
premises  equipment  market,  the Company operates in a market  characterized by
distributors and installers of equipment and by commodity pricing.

      The Company  competes  directly with a number of large and small telephone
equipment  manufacturers in the United States,  with Lucent  Technologies,  Inc.
("Lucent")  continuing to be the Company's  principal United States  competitor.
Lucent's  greater  resources,  extensive  research and  development  facilities,
long-standing equipment supply relationships with the operating companies of the
regional holding companies and history of manufacturing  and marketing  products
similar in function to those produced by the Company  continue to be significant
factors in the  Company's  competitive  environment.  Furthermore,  in the past,
competitors have used the Company's financial difficulties as a sales tool.

      Currently,  Lucent and a number of companies  with much greater  financial
resources  than the  Company  produce,  or have  the  design  and  manufacturing
capabilities to produce,  products  competitive with the Company's products.  In
meeting this  competition,  the Company relies  primarily on the performance and
design  characteristics of its products of comparable performance or design, and
endeavors to offer its products at prices and with warranties that will make its
products competitive.  Access to current technological  advances is important to
the Company's ability to market its products. The inability of the Company to be
able to offer products which  incorporate  such technology could have a material
adverse effect upon its ability to market its products.


                                        5

<PAGE>

      In  connection  with  overseas  sales  of its  line  connecting/protecting
equipment,  the Company has met with significant  competition from United States
and foreign  manufacturers of comparable  equipment and expects this competition
to  continue.  In  addition  to  Lucent,  a  number  of the  Company's  overseas
competitors have significantly greater resources than the Company.

      The Company  competes  directly with a number of substantial  domestic and
international  companies  with respect to its sales of OSS  Systems.  In meeting
this  competition,  the Company  relies  primarily  on the  features of its line
testing equipment,  its ability to customize systems and endeavors to offer such
equipment at prices and with warranties that will make it competitive.

      Dependence  upon key  personnel.  The  Company may be  dependent  upon the
continued  employment  of certain  key  employees,  including  senior  executive
officers.  The  failure  of the  Company  to retain  such  employees  may have a
material adverse effect upon the Company's business.

      Legal  proceedings.  In July 1996,  an action was  commenced  against  the
Company and certain  present and former  directors  in the Supreme  Court of the
State of New York, New York County by certain  stockholders  and warrant holders
of the Company who acquired their  securities in connection with the acquisition
by the Company of Aster  Corporation.  The complaint  alleges breach of contract
against the Company and breach of fiduciary  duty against the directors  arising
out of an alleged  failure to register  certain  restricted  shares and warrants
owned by the  plaintiffs.  The  complaint  seeks  damages of $413,000;  however,
counsel for the plaintiff  have advised the Company that  additional  plaintiffs
may  be  added  and,  as  a  result,  the  amount  of  damages  claimed  may  be
substantially  greater than the amount presently  claimed.  The Company believes
that the  defendants  have  valid  defenses  to the  claims.  The case is in the
discovery stage.

      In July 1996,  the  Commission  issued an order (the "Order")  directing a
private  investigation  of the  Company to  determine  whether  there has been a
violation of Federal  securities  laws. The Commission  indicated to counsel for
the Company that the  investigation  relates to the  position of the  Commission
staff  that the  independence  of the  Company's  auditors  for 1995,  KPMG Peat
Marwick LLP ("Peat Marwick"),  was adversely  impacted by certain  relationships
involving Peat Marwick, on one hand, and KPMG BayMark Strategies LLC ("BayMark")
and Edward R. Olson,  the President of BayMark and the Company's  former interim
president  and chief  operating  officer,  on the other  hand.  The  Company  is
continuing  to  cooperate  with  the  Commission's  investigation.  The  Company
retained BDO Seidman,  LLP to reaudit the Company's 1995  financial  statements,
which reaudit resulted in no changes to the Company's 1995 financial  statements
as audited by Peat Marwick.  The Company does not believe that the investigation
will result in any material  liability  on the part of the Company.  The Company
has not been contacted by the Commission  respecting  this  investigation  since
November 1996.

      Year 2000 Issue.  Many existing  computer  programs use only two digits to
identify a year in a date field.  These  programs  were  designed and  developed
without  considering  the impact of the upcoming  change in the century.  If not
corrected,  many computer applications could fail or create erroneous results by
or at the year 2000.  This issue is  referred  to as the "Year 2000  issue." The
Company has initiated a company-wide  program to prepare the Company's  computer
systems and  applications to deal with the Year 2000 issue.  The Company expects
to incur  internal staff costs and other expenses to prepare its systems for the
year 2000. The Company expects both to replace  existing  systems and to upgrade
other  systems.  The  total  cost of  this  effort  is  still  being  evaluated.
Maintenance  or  modification  costs will be expensed as incurred.  Although the
Company  does not expect such costs to be  material,  there can be no  assurance
that such costs will not be material.

      No Common Stock dividends anticipated.  The Company has not paid dividends
on its Common Stock and does not anticipate  paying dividends in the foreseeable
future.  The Company  presently  intends to retain future  earnings,  if any, in
order to provide  funds for use in the  operation  and expansion of its business
and, accordingly,  does not anticipate paying cash dividends on its Common Stock
in the foreseeable  future. In addition,  the Company's  agreement with Foothill
prohibits payment of dividends.


                                        6

<PAGE>

                                 USE OF PROCEEDS

      The Company will not receive any proceeds from the sale of the Shares.  To
the extent that the  Company  receives  any  proceeds  from the  exercise of any
Options held to be held by the Selling Stockholders,  such proceeds will be used
by the Company for working capital and general corporate purposes.

                              SELLING STOCKHOLDERS

      The following  table sets forth (i) the name of each Selling  Stockholder,
(ii) the nature of any position, office or other material relationship,  if any,
which each Selling Stockholder has had with the Company or any of its affiliates
within the last three years, (iii) the number of shares of Common Stock owned by
each Selling  Stockholder  prior to the  offering,  (iv) the number of shares of
Common Stock offered for each Selling  Stockholder's  account, (v) the number of
shares of Common Stock owned by each Selling Stockholder after completion of the
offering,  and  (vi) the  percentage  owned by each  Selling  Stockholder  after
completion of the offering.

<TABLE>
<CAPTION>
                                 Shares of           Shares of
                                Common Stock        Common Stock            Shares of           Percentage
                                Owned Prior     Offered For Account        Common Stock           Owned
 Selling Stockholder           to Offering (1)  of Selling Stockholder  Owned After Offering  After Offering (2)
 -------------------           --------------- -----------------------  --------------------  ------------------
<S>                                <C>                 <C>                    <C>                  <C>  
William V. Carney (3,5)            137,423             180,000                44,273                  *
Seymour Joffe (6)                   94,196             127,000                26,646                  *
Michael A. Tancredi (7)             58,827              75,000                17,657                  *
Howard D. Brous (3,4,8)             19,000              36,000                     0                  *
Warren H. Esanu (3,4,9)             57,000              34,000                30,000                  *
Herbert H. Feldman (3,4,10)         19,000              36,000                     0                  *
Stanley Kreitman (3,4 and 11)       19,500              36,000                     0                  *
Lloyd I. Miller III (12)         1,742,948               2,000             1,742,948                18.6%
Robert Schreiber (13)               19,000              34,000                     0                  *
Edward B. Kornfeld (14)             48,000              85,000                     0                  *
John J. Gazzo (15)                  28,057              16,750                16,157                  *
Prem G. Chandran (16)                  240              10,240                     0                  *
Edmund A. Chiodo (17)                  438              10,438                     0                  *
David L. Rawlings (18)                 820              12,820                     0                  *
William J. Novelli (19)                360              10,360                     0                  *
Gerald C. Hammond (20)                   0              10,000                     0                  *

</TABLE>

(1)   Includes  shares of Common  Stock  issuable  upon the  exercise of Options
      granted  under  the  1996  Plan  and the  1998  Plan  that  are  currently
      exercisable or exerciable within 60 days of November 9, 1998.

(2)   Assumes  exercise  of  all  of  such  Selling  Stockholder's  Options  and
      securities  convertible  into, or exercisable or exchangable for shares of
      Common Stock. Based on 9,298,713 shares of Common Stock outstanding.


                                        7

<PAGE>

(3)   Member of the Executive Committee of the Board of Directors.

(4)   Member of the Audit and Compensation Committees of the Board of Directors.

(5)   Mr.  Carney has been  Chairman  of the Board and Chief  Executive  Officer
      since October 1996. He was Vice Chairman from 1988 to October 1996, Senior
      Vice President from 1989 to October 1996,  Chief  Technical  Officer since
      1990 and  Secretary  from 1977 to October  1996 and 1,186 shares of Common
      Stock pledged to the Company to secure certain obligations to the Company.
      He also served as Senior Vice  President-Mechanical  Engineering from 1988
      to 1989,  Senior  Vice  President-Connector  Products  from  1985 to 1988,
      Senior  Vice  President-Manufacturing  from 1984 to 1985 and  Senior  Vice
      President-Operations  from 1977 to 1984.  Includes 93,150 shares of Common
      Stock issuable upon the exercise of Options held by Mr.  Carney,and  1,186
      shares  of  Common  Stock  pledged  to  the  Company  to  secure   certain
      obligations to the Company.

(6)   Mr. Joffe was elected  President and Chief Operating Officer in October of
      1996. Mr. Joffe,  who served as director of the Company from 1987 to 1992,
      has  most  recently  served  the  Company  as  senior  consultant  to  its
      Operations Support Systems (OSS) business. Includes 3,500 shares of Common
      Stock owned by Mr.  Joffe's  wife,  19,196 shares of Common Stock owned by
      Joffe Marketing  International,  Inc. ("JMI"), and 67,500 shares of Common
      Stock  issuable  upon the  exercise of Options held by Mr.  Joffe.  JMI is
      owned 80% by Mr. Joffe and 20% by an unrelated  Party. Mr. Joffe disclaims
      beneficial  ownership  of the shares owned by (a) JMI except to the extent
      of his equity interest therein and (b) his wife.

(7)   Mr. Tancredi has been Senior Vice President, Secretary and Treasurer since
      January  1997.  He has been Vice  President-Administration  since 1995 and
      Treasurer  since  1978,  having  served  as  Vice   President-Finance  and
      Administration   from  1989  to  1995  and   Vice-President-Finance   from
      1984-1989.  Includes  47,170  shares of  Common  Stock  issuable  upon the
      exercise of Options  held by Mr.  Tancredi  and 798 shares of Common Stock
      pledged to the Company to secure certain obligations to the Company.

(8)   Mr. Brous has been a director of the Company since 1989. Represents shares
      of Common Stock issuable upon the exercise of Options held by Mr. Brous.

(9)   Mr.  Esanu was  Chairman  of the Board of the  Company  from March 1996 to
      October 1996 and director from 1989 to 1996, and re-appointed to the Board
      of  Directors  in April of 1997.  He has been of counsel  to Esanu  Katsky
      Korins & Siger,  LLP,  which is counsel to the Company,  for more than the
      past three years. Includes 27,000 shares of Common Stock issuable upon the
      exercise of (a) options held by Mr. Esanu and (b) a warrant held by Elmira
      Realty Management Corp. Pension and Profit Sharing Plan (the "ERMC Plan").
      Under  the  terms  of the  ERMC  Plan,  Mr.  Esanu  has  sole  voting  and
      dispositive power with respect to the shares issuable upon the exercise of
      the warrant.

(10)  Mr.  Feldman  has been a director of the  Company  since 1989.  Represents
      shares of Common Stock  issuable  upon the exercise of Options held by Mr.
      Feldman.

(11)  Mr.  Kreitman  has been a director of the Company  since 1970.  Represents
      shares of Common Stock  issuable  upon the exercise of Options held by Mr.
      Kreitman.

(12)  Mr. Miller has been a director of the Company  since March 1998.  Includes
      2,000 shares of Common Stock issuable upon the exercise of Options granted
      under the 1998 Plan.

(13)  Mr.  Schreiber  has been a  director  of the  Company  since  April  1997.
      Includes  shares of Common  Stock  issuable  upon the  exercise of Options
      granted under the 1996 Plan and the 1998 Plan.

(14)  Mr. Kornfeld has been Senior Vice President-Operations  since 1996. He was
      Vice  President-Finance  and Chief  Financial  Officer of the Company from
      October 1995 until 1996. Includes shares of Common Stock issuable upon the
      exercise of Options granted under the 1996 Plan and the 1998 Plan.


                                        8

<PAGE>

(15)  Mr.  Gazzo has been Senior Vice  President  since March 1996.  He was Vice
      President-Marketing  of the  Company  from April 1993 until March 1996 and
      was general manager of its Porta  Electronics  Division from November 1989
      to  April  1993;  he  was  the  Company's  Vice   President-Research   and
      Development   from   March   1984  to   November   1989   and   was   Vice
      President-Engineering  from February 1978 to February 184. Includes shares
      of Common Stock  issuable  upon the exercise of Options  granted under the
      1996 Plan and the 1998 Plan.

(16)  Mr. Chandran has been Vice President since December 1995.  Includes shares
      of Common Stock  issuable  upon the exercise of Options  granted under the
      1996 Plan and the 1998 Plan.

(17)  Mr. Chiodo has been elected Vice  President  since March 1996.  Mr. Chiodo
      had been with the Company since 1980. During that time he has held various
      positions in the Company, most recently as Assistant Vice President of OSS
      operations.  Includes shares of Common Stock issuable upon the exercise of
      Options granted under the 1996 Plan and the 1998 Plan.

(18)  Mr.  Rawlings  has been  elected  Vice  President  since March  1996.  Mr.
      Rawlings   was   the   Assistant    Vice   President   of   Research   and
      Development-Copper Products from 1992 until March 1996. Includes shares of
      Common Stock issuable upon the exercise of Options  granted under the 1996
      Plan and the 1998 Plan.

(19)  Mr. Novelli has been Vice  President  since December 1996. Mr. Novelli was
      the Assistant Vice President of Sales and  Marketing-Copper  Products from
      1989 until  December 1996.  Includes  shares of Common Stock issuable upon
      the exercise of Options granted under the 1996 Plan and the 1998 Plan.

(20)  Mr.  Hammond  has been Vice  President-Strategic  Development  since March
      1997. He was an Assistant Vice  President-Research  and  Development  from
      September 1992 until March 1997.  Includes shares of Common Stock issuable
      upon the  exercise  of  Options  granted  under the 1996 Plan and the 1998
      Plan.

Interests of Name Experts and Counsel.

      Warren H. Esanu, a director of the Company,  is of counsel to Esanu Katsky
Korins & Siger, LLP, counsel to the Company.  Mr. Esanu has been granted Options
exercisable for 35,000 and 15,000 shares of Common Stock under the 1996 Plan and
1998  Plan,  respectively.  The  Options  granted  under  the 1998  Plan have an
exercise  price of $3.25,  and the Options  granted  under the 1996 Plan have an
exercise price of $1.4188 and $1.50.

                              PLAN OF DISTRIBUTION

      The sale of Shares by Selling Stockholders may be effected by selling such
securities directly to purchasers,  through  broker-dealers acting as agents for
the Selling  Stockholders or to broker-dealers who may purchase shares of Common
Stock as principals and thereafter  sell the securities from time to time on the
ASE, in negotiated transactions or otherwise.  Such broker-dealers,  if any, may
receive  compensation in the form of discounts,  concessions or commissions from
the Selling  Stockholder  and/or the purchasers from whom such broker-dealer may
act as  agents  or to whom  they  may sell as  principals  or  otherwise  (which
compensation as to a particular broker-dealer may exceed customary commissions).

     The Selling  Stockholders and broker-dealers,  if any, acting in connection
with such  sales  might be deemed to be  "underwriters"  within  the  meaning of
Section 2(11) of the Securities Act and any commission  received by them and any
profit on the  resale  of the  securities  might be  deemed  to be  underwriting
discounts and commissions under the Securities Act.

                                  LEGAL MATTERS

     The  validity of the Common  Stock  offered  hereby has been passed upon by
Esanu Katsky Korins & Siger,  LLP,  legal counsel to the Company.  Mr. Warren H.
Esanu, a director of the Company, is of counsel to Esanu Katsky  Korins & Siger,
LLP.

                                     EXPERTS

     The  consolidated  financial  statements  incorporated by reference in this
Prospectus and elsewhere in the Registration Statement to the extent and for the
periods  indicated  in their  report  have been  audited  by BDO  Seidman,  LLP,
independent  certified public  accountants,  and are included herein in reliance
upon the authority of such firm as experts in accounting  and auditing in giving
such report.


                                        9

<PAGE>

                                     PART II

               INFORMATION REQUESTED IN THE REGISTRATION STATEMENT

Item 3 (Form S-8).  Incorporation of Documents by Relevance.

      The  following  documents  have been  filed by Porta  Systems  Corp.  (the
"Company") with the Securities and Exchange  Commission (the "Commission") (File
No. 1-8191) and are incorporated herein by reference:

      (1)   The Company's Annual Report on Form 10-K for the year ended December
            31, 1997;

      (2)   Amendment No. 1 to the Company's  Annual Report on Form 10-K for the
            year ended December 31, 1997;

      (3)   The Company's  Quarterly  Report on Form 10-Q for the fiscal quarter
            ended September 30, 1998;

      (4)   The Company's  Current Report on Form 8-K, dated January 2, 1998, as
            filed with the Commission on February 6, 1998;

      (5)   All other reports filed by the Company pursuant to Section 13(a) and
            15(d) of the  Securities  and Exchange Act of 1934,  as amended (the
            "Exchange Act"), since December 31, 1997; and

      (6)   The  description  of the  Company's  Common  Stock  contained in the
            Company's  Registration  Statement  on Form 8-A,  filed on April 26,
            1977, which became effective on April 26, 1977.

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

      The exhibit index appears on page II-2 of this Registration Statement.

Item 4 (Form S-8).  Description of Securities.

      Not applicable.

Item 5 (Form S-8).  Interests of Named Experts and Counsel.

      Warren H. Esanu, a director of the Company,  is of counsel to Esanu Katsky
Korins & Siger, LLP, counsel to the Company.  Mr. Esanu has been granted Options
exercisable for 35,000 and 15,000 shares of Common Stock under the 1996 Plan and
1998 Plan,  respectively.  The Options granted under the 1998 Plan have a strike
price of $3.25,  and the Options granted under the 1996 Plan have a strike price
of $1.4188 and $1.50.

Item 6 (Form  S-8 and Item 15  (Form  S-3)).  Indemnification  of  Officers  and
       Directors.

      Under the Delaware  General  Corporation  Law ("DGCL"),  a corporation may
indemnify any director,  officer,  employee or agent against expense  (including
attorneys' fees), judgments,  fines and amounts paid in settlement in connection
with any specified threatened,  pending or completed action, suit or proceeding,
whether civil,  criminal,  administrative or investigative (other than an action
by or in the right of the corporation) if such person acted in good faith and in
a manner  such  person  reasonably  believed to be in or not opposed to the best
interests of the corporation,  and, with respect to any criminal proceeding, had
no reasonable cause to believe that his or her conduct was unlawful.

      The Company's Certificate of Incorporation  provides,  among other things,
that the Company shall indemnify, to the fullest extent permitted under the DGCL
as it may be amended  from time to time,  any person who is or was a director or
officer of the Company and who is or was a party or is  threatened  to be made a
party to any  threatened,  pending  or  completed  action,  suit or  proceeding,
whether civil,  criminal,  administrative or investigative (other than an action
by or in the right of the  Company),  by reason of the fact that such person (i)
is or was a director or officer of the Company, or (ii) is or was


                                      II-1

<PAGE>

serving at the request of the Company as director,  officer,  employee, agent of
another  corporation,  partnership,  joint venture,  trust, or other  enterprise
(including service with respect to employee benefit plans), against all expense,
liability and loss (including  attorneys' fees,  judgments,  fines, ERISA excise
taxes or penalties  and amounts paid or to be paid in  settlement)  actually and
reasonably  incurred  by such person in  connection  with such  action,  suit or
proceeding. This indemnification continues as to a person who has ceased to be a
director or officer of the  Company  and inures to the benefit of such  person's
heirs,  executors and  administrators.  The right of  indemnification  under the
Certificate of Incorporation is deemed to be a contract right.

      The Company also  maintains  directors  and officers  liability  insurance
("D&O  Insurance").  The D&O  Insurance  covers any person who has been or is an
officer  or  director  of the  Company  or of any of its  subsidiaries  for  all
expense,  liability and loss (including  attorneys' fees,  investigation  costs,
judgments,  fines,  penalties  and  amounts  paid or to be  paid in  settlement)
actually and reasonably  incurred by such person in connection with such action,
suit or proceeding.

Item 7 (Form S-8). Exemption from Registration Claimed.

      Not applicable.

Item 8 (Form S-8 and Item 16 (Form S-3)).  Exhibits

4.1   1996 Stock  Option Plan  (incorporated  by  reference  to Exhibit A to the
      Proxy Statement for the 1997 Annual Meeting of Stockholders).

4.2   1998 Non-Qualified Stock Option Plan.

5.1   Opinion of Esanu Katsky Korins & Siger, LLP.

23.1  Consent of BDO Seidman, LLP.

23.2  Consent of Esanu  Katsky  Korins & Siger,  LLP  (contained  in Exhibit 5.1
      hereto).

24.1  Power of Attorney (included on the signature page).

Item 9 (Form S-8 and Item 17 (Form S-3)).  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:

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

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

                  (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 such
                        information in the registration statement;


                                      II-2

<PAGE>

                  provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
                  not apply if the  information  required  to be  included  in a
                  post-effective  amendment by those  paragraphs is contained in
                  periodic  reports filed with or furnished to the Commission by
                  the Registrant  pursuant to Section 13 or Section 15(d) of the
                  Exchange  Act  that  are  incorporated  by  reference  in  the
                  registration statement.

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

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

      (b) The undersigned  registrant  hereby  undertakes  that, for purposes of
determining any liability under the 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.

      (h) Insofar as indemnification  for liabilities  arising under the 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 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

Pursuant to the  requirements  of the  Securities  Act of 1933, as amended,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
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  Syosset,  State  of New  York on this  30th day of
November, 1998.

                                    Porta Systems Corp.

                                    s/William V. Carney
                                    --------------------------------------------
                                    William V. Carney, Chairman of the Board and
                                    Chief Executive Officer

      Pursuant to the  requirements  of the  Securities Act of 1933, as amended,
this  registration  statement has been signed by the following persons on behalf
of the registrant and in the capacities and on the dates indicated.  Each person
whose signature appears below hereby authorizes William V. Carney, Seymour Joffe
and Edward B.  Kornfeld or any of them  acting in the absence of the others,  as
his true and lawful  attorney-in-fact and agent, with full power of substitution
and  resubstitution  for him and in his name,  place and  stead,  in any and all
capacities to sign any and all amendments (including post-effective  amendments)
to this registration statement,  and to file the same, with all exhibits thereto
and other  documents in connection  therewith,  with the Securities and Exchange
Commission.

Signature                         Title                                   Date

s/William V. Carney               Chairman of the Board,       November 30, 1998
-------------------------------   Chief Executive Officer and
William V. Carney                 Director
 (Principal Executive Officer)             

s/Edward B. Kornfeld              Senior Vice President and    November 30, 1998
-------------------------------   Chief Financial Officer
Edward B. Kornfeld                
 (Principal Financial
 and Accounting Officer)

s/Seymour Joffe                   Director                     November 30, 1998
-------------------------------
Seymour Joffe

s/Michael A. Tancredi             Director                     November 30, 1998
-------------------------------
Michael A. Tancredi

s/Howard D. Brous                 Director                     November 30, 1998
-------------------------------
Howard D. Brous

s/Warren H. Esanu                 Director                     November 30, 1998
-------------------------------
Warren H. Esanu

s/Herbert H. Feldman              Director                     November 30, 1998
-------------------------------
Herbert H. Feldman

s/Stanley Kreitman                Director                     November 30, 1998
-------------------------------
Stanley Kreitman

s/Lloyd I. Miller, III            Director                     November 30, 1998
-------------------------------
Lloyd I. Miller, III

s/Robert Schreiber                Director                     November 30, 1998
-------------------------------
Robert Schreiber


                                      II-4
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 58677}]
{"company-data": {"conformed-name": "PORTA SYSTEMS CORP", "cik": "0000079564", "assigned-sic": "3661", "irs-number": "112203988", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-68321", "film-number": "98763667"}, "business-address": {"street1": "575 UNDERHILL BLVD", "city": "SYOSSET", "state": "NY", "zip": "11791", "phone": "5163649300"}, "mail-address": {"street1": "575 UNDERHILL BLVD", "city": "SYOSSET", "state": "NY", "zip": "11791"}}
As filed with the Securities and Exchange Commission on December __, 1998
                                                  Registration No. 333 -

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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                               PORTA SYSTEMS CORP.
             (Exact name of registrant as specified in its charter)

           Delaware                                           11-2203988
(State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                             Identification No.)

575 Underhill Boulevard
Syosset, New York                                              11791
(Address of Principal Executive Offices)                       (Zip Code)

                             1996 Stock Option Plan
                      1998 Non-Qualified Stock Option Plan
                              (Full Title of Plans)

                               Porta Systems Corp.
                             575 Underhill Boulevard
                             Syosset, New York 11791
                                 (516) 364-9300
 (Name, address and telephone number, including area code, of agent for service)

                                   Copies to:

                              Warren H. Esanu, Esq.
                        Esanu Katsky Korins & Siger, LLP
                                605 Third Avenue
                            New York, New York 10158
                                 (212) 953-6000

      Approximate  date of commencement of proposed sale to the public:  As soon
as practical on or after the effective date of this Registration Statement.

      If the only  securities  being  registered  on this Form are being offered
pursuant to dividend or interest  reinvestment plans, please check the following
box. [ ]

      If any of the securities  being  registered of this Form are to be offered
on a delayed or continuous  basis  pursuant to Rule 415 under the Securities Act
of 1933,  other than  securities  offered only in  connection  with  dividend or
interest reinvestment plans, check the following box. [x]

      If this Form is filed to register  additional  securities  for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list  the  Securities  Act  registration  statement  number  of the  earlier
effective registration statement for the same offering. [ ] .

      If this Form is a  post-effective  amendment filed pursuant to Rule 462(c)
under the  Securities  Act,  check the following box and list the Securities Act
registration  statement number of the earlier effective  registration  statement
for the same offering. [ ] .

      If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------------------------------------
                                            Proposed         Proposed
  Title of securities                       maximum          maximum
         to be            Amount to be   offering price     aggregate          Amount of
      registered           registered       per unit      offering price    registration fee
----------------------------------------------------------------------------------------------
Common Stock, par            887,988        $2.467(1)     $2,190,666.40         $647.25
value $.01 per share,
issuable upon the
exercise of options
previously granted
under the 1996 and
1998 Stock Option
Plan

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

Common Stock, par            12,012        $1.6875(2)       $20,270.25            $6.20
value $.01 per share,
issuable upon the
exercise of options to
be granted under the
1996 Stock Option
Plan

----------------------------------------------------------------------------------------------
(1)   Based on the weighted  average exercise price of the options granted under
      the 1996 Stock Option Plan and the 1998 Non-Qualified Stock Option Plan.

(2)   Estimated  solely for the purpose of calculating the  registration  fee in
      accordance  with Rule 457(c) under the Securities Act of 1933, as amended,
      based on the average of the high and low price of the Common  Stock on the
      American Stock Exchange on December 1, 1998.
PROSPECTUS
(FORM S-3)

                                 715,608 Shares
                               PORTA SYSTEMS CORP.
                     Common Stock, par value $.01 per share

      This prospectus  relates to 715,608 shares ("Shares") of common stock, par
value  $.01 per  share  ("Common  Stock"),  of  Porta  Systems  Corp.,  Delaware
corporation (the "Company"),  which may be sold from time to time by the selling
stockholders   ("Selling   Stockholders")   named  under  the  caption  "Selling
Stockholders."  The Shares are issuable upon the exercise of options  granted to
the  Selling  Stockholders  pursuant to and upon the  exercise  of options  (the
"Options")  granted or to be granted under the Company's  1996 Stock Option Plan
(the "1996 Plan") and the Company's  1998  Non-Qualified  Stock Option Plan (the
"1998 Plan").  The 1996 Plan and the 1998 Plan are  collectively  referred to as
the "Plans." The Company will receive various  amounts,  ranging from $1.4188 to
$3.75 for each Share issued upon the exercise of Options,  based on the exercise
price of outstanding  options granted under the Plans.  The Company will receive
none of the proceeds from the sale of Shares owned by the Selling  Stockholders.
The cost of this registration statement,  estimated at approximately $10,000, is
being paid by the Company,  but all selling and other  expenses  incurred by the
Selling  Stockholders  in connection  with the sale of his or her Shares will be
borne by the Selling Stockholders.

      The sale of Shares by Selling  Stockholders  may be effected  from time to
time in  transactions  (which  may  include  block  transactions)  by or for the
account of the Selling Stockholders on the American Stock Exchange ("ASE") or in
negotiated  transactions,  a  combination  of such methods of sale or otherwise.
Sales may be made at fixed prices which may be changed,  at market  prices or in
negotiated transactions, a combination of such methods of sale or otherwise. The
Shares may also be transferred by gift. The Options are  non-transferable  other
than by will or by the laws of descent and distribution.

      The Selling  Stockholders  may effect such  transactions by selling Shares
directly to purchasers,  through broker-dealers acting as agents for the Selling
Stockholders or to broker-dealers who may purchase  securities as principals and
thereafter  sell  the  Shares  from  time  to  time on the  ASE,  in  negotiated
transactions or otherwise. Such broker-dealers, if any, may receive compensation
in  the  form  of  discounts,   concessions  or  commissions  from  the  Selling
Stockholders  and/or  the  purchasers  from whom such  broker-dealer  may act as
agents or to whom they may sell as principals or otherwise  (which  compensation
as to a particular broker-dealer may exceed customary commissions).  The Company
is not aware of any arrangements by any Selling  Stockholder for the sale of any
of the Shares included in this Prospectus.

                                   ----------

AN INVESTMENT IN THE SECURITIES  OFFERED  HEREBY  INVOLVES A HIGH DEGREE OF RISK
AND SHOULD BE  CONSIDERED  ONLY BY INVESTORS WHO CAN AFFORD TO SUSTAIN A LOSS OF
THEIR ENTIRE INVESTMENT. SEE "RISK FACTORS," WHICH BEGIN ON PAGE 3.

                                   ----------

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 December ___, 1998
The Selling Stockholders understand that the anti-manipulative rules under
the Securities  Exchange Act of 1934, as amended (the "Exchange Act"), which are
set forth in Regulation M, may apply to its sales in the market. The Company has
furnished the Selling  Stockholders with a copy of Regulation M. The Company has
also  informed  the Selling  Stockholders  of the need for delivery of copies of
this Prospectus.

      The Company  furnishes its  stockholders  with annual  reports  containing
audited financial statements and with such other periodic reports as the Company
from time to time deems  appropriate  or as may be required by law.  The Company
uses the calendar year as its fiscal year.

                              AVAILABLE INFORMATION

      The  Company  is  subject to  certain  informational  requirements  of the
Exchange Act, and, in accordance therewith,  files reports, proxy statements and
other   information   with  the   Securities   and  Exchange   Commission   (the
"Commission").  Such reports,  proxy  statements  and other  information  can be
inspected  and  copied at the  public  reference  facilities  maintained  by the
Commission at 450 Fifth Street, N.W., Washington,  D.C. 20549 or at the regional
offices of the Commission at Citicorp  Center,  500 West Madison  Street,  Suite
1400,  Chicago,  Illinois  60661 and Seven World Trade Center,  Suite 1300,  New
York,  New York 10048.  Copies of such  material  can be obtained at  prescribed
rates from the Public  Reference  Section of the Commission at 450 Fifth Street,
N.W., Washington,  D.C. 20549. The Commission maintains a Web site that contains
reports,  proxy  and  information  statements  and other  information  regarding
registrants that file  electronically  with the Commission.  The address of such
site is http//www.sec.gov.  Such reports, proxy statements and other information
can also be inspected at the offices of the American  Stock  Exchange,  Inc., 86
Trinity Place,  New York,  New York  10006-1881,  on which the Company's  Common
Stock is listed.  This  Prospectus  does not contain all of the  information set
forth in the  Registration  Statement,  of which this  Prospectus is a part, and
exhibits  thereto  which  the  Company  has  filed  with  Commission  under  the
Securities Act of 1933, as amended (the "Securities Act"), to which reference is
hereby made.

NO PERSON IS  AUTHORIZED  TO GIVE ANY  INFORMATION  OR MAKE ANY  REPRESENTATIONS
OTHER  THAN THOSE  CONTAINED  IN THIS  PROSPECTUS  AND,  IF GIVEN OR MADE,  SUCH
INFORMATION  OR  REPRESENTATIONS   MUST  NOT  BE  RELIED  UPON  AS  HAVING  BEEN
AUTHORIZED.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

      The following documents have been filed by the Company with the Commission
(File No. 1-8191) and are incorporated herein by reference:

      (1)   The Company's Annual Report on Form 10-K for the year ended December
            31, 1997;

      (2)   Amendment No. 1 to the Company's  Annual Report on Form 10-K for the
            year ended December 31, 1997;

      (3)   The  Company's Quarterly Reports on Form 10-Q for the quarters ended
            March 31, 1998, June 30, 1998 and September 30, 1998;

      (4)   The  Company's  Proxy  Statement  for its  1998  Annual  Meeting  of
            Stockholders;

      (5)   The Company's  Current Report on Form 8-K, dated January 2, 1998, as
            filed with the Commission on February 6, 1998; and

                                        2
(6)   The  description  of the  Company's  Common  Stock  contained in the
            Company's  Registration  Statement  on Form 8-A,  filed on April 26,
            1977, which became effective on April 26, 1977.

      All documents filed pursuant to Section 13(a), 13(c), 14 or 15 of the 1934
Act after the date of this  Prospectus  shall be  deemed to be  incorporated  by
reference in this  Prospectus and to be a part hereof from the date of filing of
such documents.

      Any statement  contained in a document  incorporated  by reference  herein
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 deemed to be incorporated by reference herein modifies
or supersedes such statement.  Any such statement so modified or superseded,  to
constitute a part of this Prospectus.

      The  Company  will  provide  without  charge  to each  person to whom this
Prospectus is delivered,  upon the written or oral request of any such person, a
copy of the documents (excluding the exhibits thereto,  unless such exhibits are
specifically  incorporated  by reference into such  document)  referred to above
which  have been or may be  incorporated  herein by  reference  and not  furnish
herewith.  Requests  for such  documents  should be  directed  to Mr.  Edward B.
Kornfeld,  Senior Vice President - Operations and Chief Financial Officer, Porta
Systems Corp., 575 Underhill Boulevard, Syosset, New York 11791, telephone (516)
364- 9300.

                                  RISK FACTORS

      Purchasers of the Common Stock are cautioned  that the  statements in this
Prospectus,  including statements in documents incorporated by reference in this
Prospectus, that are not descriptions of historical facts may be forward looking
statements  that  are  subject  to  risks  and  uncertainties.   In  particular,
statements in this Prospectus,  including any material incorporated by reference
in this  Prospectus,  that  state  the  Company's  or  management's  intentions,
beliefs, expectations,  strategies,  predictions or any other variations thereof
or comparable  phraseology  of the Company's  future  activities or other future
events or conditions  are  "forward-looking  statements" as that term is defined
under the Federal  securities  laws.  Forward-looking  statements are subject to
risks,  uncertainties  and other factors,  including,  but not limited to, those
identified under "Risk Factors," those described in Management's  Discussion and
Analysis of Financial Conditions and Results of Operations in the Company's Form
10-K for the year ended  December 31, 1997,  and in any other  filings which are
incorporated  by  reference  in this  Prospectus,  as well as  general  economic
conditions,  any one or more of which  could  cause  actual  results  to  differ
materially from those stated in such statements.

      An  investment  in the  Company's  Common Stock  involves a high degree of
risk. Purchasers of the shares of Common Stock should consider carefully,  along
with other factors,  the following  risks and should consult with his or her own
legal, tax and financial advisors with respect thereto.

      Recent losses.  For the nine months ended  September 30, 1998, the Company
had a net income of $1.3 million, or $.14 per share ($.13 per share on a diluted
basis),  on sales of $45.2  million.  For the year ended  December 31, 1997, the
Company  incurred  a net loss of $6.9  million,  or $2.22 per share  (basic  and
diluted),  on sales of $62.2  million.  Although  the Company  generated  income
before extraordinary gains of $1.3 million, or $.57 per share ($.23 per share on
a diluted  basis),  on sales of $58.0  million for the year ended  December  31,
1996,   prior  to  1996  the  Company   sustained   significant   losses  before
extraordinary  gain,  which amounted to $32.8 million,  or $22.45 per share,  on
sales of $61.2 million for the year ended  December 31, 1995, and $40.0 million,
or $27.51 per share,  on sales of $69.0 million for the year ended  December 31,
1994.  The loss in 1997  reflects a primarily  non-cash  charge of $11.5 million
taken as a result of the reduction to $3.65 from $6.55 in the  conversion  price
of the  Company's  Zero  Coupon  Senior  Subordinated  Notes due January 2, 1998
("Zero Coupon  Notes") and the conversion of Zero Coupon Notes into Common Stock
at the reduced  conversion  price. The losses in 1995 and 1994 reflect declining
gross margins, resulting

                                        3
from the Company's  illiquidity  and other cash problems,  and reflected (i) the
inability  of the  Company  to  purchase  materials  efficiently  and to  obtain
materials  from  certain  suppliers,  (ii) the  underabsorption  of  significant
overhead costs allocated to costs of sales compared with the Company's  standard
costing methods, (iii) the need to rework inventory in order to fulfill customer
orders and (iv) the  losses and cash  expenditures  from  unprofitable  business
units. In the first quarter of 1996, the Company sold its fiber optics division,
which had been operating at a loss.

      Working  capital  requirements.  At September  30,  1998,  the Company had
working capital of $12.7 million.  The Company's  working capital  improved as a
result  of (i)  increased  accounts  receivable,  (ii)  reduced  balance  of the
Company's 6%  Convertible  Subordinated  Debentures  and (iii) lower balances of
accounts payable, accrued expenses and accrued commissions.

      At September 30, 1998, the Company owed Foothill $10.7 million in addition
to standby letters of credit of approximately  $9.0 million and notes payable of
$2.8  million.  Under the terms of the Company's  agreement  with  Foothill,  as
amended,  the Company's  obligations to Foothill  mature on January 2, 2000. The
Company's  obligations  to  Foothill  are  secured  by a  security  interest  in
substantially all of its assets.  The Company's  revolving credit agreement with
Foothill has been the Company's  principal  source of funding for its operations
since  November  1994.  Prior to  January  2,  2000,  the  maturity  date of its
obligations  to Foothill,  it will be necessary for the Company either to extend
its agreement with Foothill or negotiate  lending  agreements with other lending
institutions.  There can be no assurance that the Company will be able to extend
its  agreement  with  Foothill or enter into  acceptable  agreements  with other
lenders.  The failure to obtain the  necessary  financing  could have a material
adverse effect upon the Company's business.

      Dependence  on  foreign  sales.  Approximately  71%,  70%  and  73% of the
Company's  sales  for  the  years  ended  December  31,  1997,  1996  and  1995,
respectively,  were made to foreign telephone  operating  companies.  In foreign
markets, the Company faces considerable competition from other United States and
foreign  telephone  equipment  manufacturers  most of which are  larger and have
substantially  greater  financial  resources  than the  Company.  In  selling to
customers in foreign countries, there are inherent risks not normally present in
the case of sales to United States customers,  including increased difficulty in
identifying  and  designing  systems  compatible  with  purchasers'  operational
requirements,  extended delays under the Company's  Operational  Support Systems
("OSS Systems") contracts in the completion of testing and purchaser  acceptance
phases and the Company's  receipt of final payments,  and political and economic
change. In addition,  to the extent that the Company  establishes  facilities in
foreign countries, the Company faces risks associated with currency devaluation,
difficulties  in either  converting  local currency into dollars or transferring
funds to the United  States,  local tax and currency  regulations  and political
instability.  Furthermore,  OSS Systems are often  marketed to lesser  developed
countries,  which may be unable to fund the purchase  without the  assistance of
the World Bank, a United Nations  affiliate,  or a similar  organization,  which
both  delays and  complicates  the  execution  of a  contract  and the timing of
payments.  Also, the economies of lesser developed  countries are often unstable
and, as a result, such countries may be unable to perform their obligations.

      Significant customers.  During the years ended December 31, 1997, 1996 and
1995, the Company's five largest customers accounted for sales of $30.6 million,
or approximately 49% of sales, $27.8 million, or approximately 48% of sales, and
$31.5  million,  or  approximately  52% of sales,  respectively.  The  Company's
largest  customer is British  Telecommunications,  plc  ("BT").  Sales to BT for
1997, 1996 and 1995 amounted to approximately  $13.9 million,  $11.3 million and
$17.3 million, respectively, or approximately 22%, 20% and 28%, respectively, of
the Company's sales for such years. Therefore,  any significant  interruption or
decline in sales to BT may have a materially  adverse  effect upon the Company's
operations.  During 1996, sales to Philippines Long Distance Telephone were $7.0
million,  or  approximately  12% of  sales.  During  1995,  sales  to the  Korea
Telephone  Company were $7.7 million,  or  approximately  13% of sales. No other
customer accounted for 10% or more of the Company's sales for any of such years.
Approximately 64% and 33% of accounts  receivable at December 31, 1997 and 1996,
respectively, are due from the Company's five largest customers.

                                        4
In  November  1996,  the  Company  amended  its supply  agreement  with BT
pursuant to which it sold line connecting/protecting products to BT. Pursuant to
the amended agreement,  the Company is no longer the exclusive supplier of these
products to BT. The amended contract also provides for a cross-license which, in
effect,  enables BT to use certain of the Company's  proprietary  information to
modify or enhance  products  provided  to BT and  permits  those  products to be
manufactured by BT or others for its own purposes.

      In  addition,  the former  Bell  operating  companies  continue  to be the
ultimate  purchasers of a significant  portion of the Company's products sold in
the  United  States,  while  sales  to  foreign  telephone  operating  companies
constitute  the major  portion of the  Company's  foreign  sales.  The Company's
contracts with these customers  require no minimum  purchases by such customers.
Significant  customers for the Company's signal processing  products include the
major domestic  aerospace  companies,  Department of Defense  service depots and
OEMs in the medical  imaging  and process  control  equipment  industries.  Both
catalog and custom designed products are sold to these customers.

      Delays and  unpredictability  associated  with OSS System  contracts.  OSS
Systems are complex  systems  and, in most  applications,  incorporate  features
designed to respond to a purchaser's operational requirements and the particular
characteristics   of  the  purchaser's   telephone  system.  As  a  result,  the
negotiation  of a  contract  for an OSS System is an  individualized  and highly
technical process. In addition, contracts for OSS Systems frequently provide for
manufacturing,  delivery, installation,  testing and purchaser acceptance phases
which take place over periods of up to a year or more. Such contracts  typically
contain performance  guarantees by the Company and clauses imposing penalties on
the Company if  "in-service"  dates are not met. The  installation,  testing and
purchaser acceptance phases of these contracts may last longer than contemplated
by the contracts  and,  accordingly,  amounts due under the contracts may not be
collected for extended  periods.  Delays in purchaser  acceptance of the systems
and in the  Company's  receipt  of final  contract  payments  have  occurred  in
connection  with a number  of  foreign  sales.  In  addition,  the  Company  has
experienced no steady or predictable flow of orders for OSS Systems.

      Competition.  The  telephone  equipment  market in which the Company  does
business is characterized by intense competition, rapid technological change and
a movement to private ownership of  telecommunications  equipment.  In competing
for telephone  operating company  business,  the purchase price of equipment and
associated  operating  expenses  have  become  significant  factors,  along with
product design and long-standing equipment supply relationships. In the customer
premises  equipment  market,  the Company operates in a market  characterized by
distributors and installers of equipment and by commodity pricing.

      The Company  competes  directly with a number of large and small telephone
equipment  manufacturers in the United States,  with Lucent  Technologies,  Inc.
("Lucent")  continuing to be the Company's  principal United States  competitor.
Lucent's  greater  resources,  extensive  research and  development  facilities,
long-standing equipment supply relationships with the operating companies of the
regional holding companies and history of manufacturing  and marketing  products
similar in function to those produced by the Company  continue to be significant
factors in the  Company's  competitive  environment.  Furthermore,  in the past,
competitors have used the Company's financial difficulties as a sales tool.

      Currently,  Lucent and a number of companies  with much greater  financial
resources  than the  Company  produce,  or have  the  design  and  manufacturing
capabilities to produce,  products  competitive with the Company's products.  In
meeting this  competition,  the Company relies  primarily on the performance and
design  characteristics of its products of comparable performance or design, and
endeavors to offer its products at prices and with warranties that will make its
products competitive.  Access to current technological  advances is important to
the Company's ability to market its products. The inability of the Company to be
able to offer products which  incorporate  such technology could have a material
adverse effect upon its ability to market its products.

                                        5
In  connection  with  overseas  sales  of its  line  connecting/protecting
equipment,  the Company has met with significant  competition from United States
and foreign  manufacturers of comparable  equipment and expects this competition
to  continue.  In  addition  to  Lucent,  a  number  of the  Company's  overseas
competitors have significantly greater resources than the Company.

      The Company  competes  directly with a number of substantial  domestic and
international  companies  with respect to its sales of OSS  Systems.  In meeting
this  competition,  the Company  relies  primarily  on the  features of its line
testing equipment,  its ability to customize systems and endeavors to offer such
equipment at prices and with warranties that will make it competitive.

      Dependence  upon key  personnel.  The  Company may be  dependent  upon the
continued  employment  of certain  key  employees,  including  senior  executive
officers.  The  failure  of the  Company  to retain  such  employees  may have a
material adverse effect upon the Company's business.

      Legal  proceedings.  In July 1996,  an action was  commenced  against  the
Company and certain  present and former  directors  in the Supreme  Court of the
State of New York, New York County by certain  stockholders  and warrant holders
of the Company who acquired their  securities in connection with the acquisition
by the Company of Aster  Corporation.  The complaint  alleges breach of contract
against the Company and breach of fiduciary  duty against the directors  arising
out of an alleged  failure to register  certain  restricted  shares and warrants
owned by the  plaintiffs.  The  complaint  seeks  damages of $413,000;  however,
counsel for the plaintiff  have advised the Company that  additional  plaintiffs
may  be  added  and,  as  a  result,  the  amount  of  damages  claimed  may  be
substantially  greater than the amount presently  claimed.  The Company believes
that the  defendants  have  valid  defenses  to the  claims.  The case is in the
discovery stage.

      In July 1996,  the  Commission  issued an order (the "Order")  directing a
private  investigation  of the  Company to  determine  whether  there has been a
violation of Federal  securities  laws. The Commission  indicated to counsel for
the Company that the  investigation  relates to the  position of the  Commission
staff  that the  independence  of the  Company's  auditors  for 1995,  KPMG Peat
Marwick LLP ("Peat Marwick"),  was adversely  impacted by certain  relationships
involving Peat Marwick, on one hand, and KPMG BayMark Strategies LLC ("BayMark")
and Edward R. Olson,  the President of BayMark and the Company's  former interim
president  and chief  operating  officer,  on the other  hand.  The  Company  is
continuing  to  cooperate  with  the  Commission's  investigation.  The  Company
retained BDO Seidman,  LLP to reaudit the Company's 1995  financial  statements,
which reaudit resulted in no changes to the Company's 1995 financial  statements
as audited by Peat Marwick.  The Company does not believe that the investigation
will result in any material  liability  on the part of the Company.  The Company
has not been contacted by the Commission  respecting  this  investigation  since
November 1996.

      Year 2000 Issue.  Many existing  computer  programs use only two digits to
identify a year in a date field.  These  programs  were  designed and  developed
without  considering  the impact of the upcoming  change in the century.  If not
corrected,  many computer applications could fail or create erroneous results by
or at the year 2000.  This issue is  referred  to as the "Year 2000  issue." The
Company has initiated a company-wide  program to prepare the Company's  computer
systems and  applications to deal with the Year 2000 issue.  The Company expects
to incur  internal staff costs and other expenses to prepare its systems for the
year 2000. The Company expects both to replace  existing  systems and to upgrade
other  systems.  The  total  cost of  this  effort  is  still  being  evaluated.
Maintenance  or  modification  costs will be expensed as incurred.  Although the
Company  does not expect such costs to be  material,  there can be no  assurance
that such costs will not be material.

      No Common Stock dividends anticipated.  The Company has not paid dividends
on its Common Stock and does not anticipate  paying dividends in the foreseeable
future.  The Company  presently  intends to retain future  earnings,  if any, in
order to provide  funds for use in the  operation  and expansion of its business
and, accordingly,  does not anticipate paying cash dividends on its Common Stock
in the foreseeable  future. In addition,  the Company's  agreement with Foothill
prohibits payment of dividends.

                                        6
USE OF PROCEEDS

      The Company will not receive any proceeds from the sale of the Shares.  To
the extent that the  Company  receives  any  proceeds  from the  exercise of any
Options held to be held by the Selling Stockholders,  such proceeds will be used
by the Company for working capital and general corporate purposes.

                              SELLING STOCKHOLDERS

      The following  table sets forth (i) the name of each Selling  Stockholder,
(ii) the nature of any position, office or other material relationship,  if any,
which each Selling Stockholder has had with the Company or any of its affiliates
within the last three years, (iii) the number of shares of Common Stock owned by
each Selling  Stockholder  prior to the  offering,  (iv) the number of shares of
Common Stock offered for each Selling  Stockholder's  account, (v) the number of
shares of Common Stock owned by each Selling Stockholder after completion of the
offering,  and  (vi) the  percentage  owned by each  Selling  Stockholder  after
completion of the offering.
Shares of           Shares of
                                Common Stock        Common Stock            Shares of           Percentage
                                Owned Prior     Offered For Account        Common Stock           Owned
 Selling Stockholder           to Offering (1)  of Selling Stockholder  Owned After Offering  After Offering (2)
 -------------------           --------------- -----------------------  --------------------  ------------------
William V. Carney (3,5)            137,423             180,000                44,273                  *
Seymour Joffe (6)                   94,196             127,000                26,646                  *
Michael A. Tancredi (7)             58,827              75,000                17,657                  *
Howard D. Brous (3,4,8)             19,000              36,000                     0                  *
Warren H. Esanu (3,4,9)             57,000              34,000                30,000                  *
Herbert H. Feldman (3,4,10)         19,000              36,000                     0                  *
Stanley Kreitman (3,4 and 11)       19,500              36,000                     0                  *
Lloyd I. Miller III (12)         1,742,948               2,000             1,742,948                18.6%
Robert Schreiber (13)               19,000              34,000                     0                  *
Edward B. Kornfeld (14)             48,000              85,000                     0                  *
John J. Gazzo (15)                  28,057              16,750                16,157                  *
Prem G. Chandran (16)                  240              10,240                     0                  *
Edmund A. Chiodo (17)                  438              10,438                     0                  *
David L. Rawlings (18)                 820              12,820                     0                  *
William J. Novelli (19)                360              10,360                     0                  *
Gerald C. Hammond (20)                   0              10,000                     0                  *
(1)   Includes  shares of Common  Stock  issuable  upon the  exercise of Options
      granted  under  the  1996  Plan  and the  1998  Plan  that  are  currently
      exercisable or exerciable within 60 days of November 9, 1998.

(2)   Assumes  exercise  of  all  of  such  Selling  Stockholder's  Options  and
      securities  convertible  into, or exercisable or exchangable for shares of
      Common Stock. Based on 9,298,713 shares of Common Stock outstanding.

                                        7
(3)   Member of the Executive Committee of the Board of Directors.

(4)   Member of the Audit and Compensation Committees of the Board of Directors.

(5)   Mr.  Carney has been  Chairman  of the Board and Chief  Executive  Officer
      since October 1996. He was Vice Chairman from 1988 to October 1996, Senior
      Vice President from 1989 to October 1996,  Chief  Technical  Officer since
      1990 and  Secretary  from 1977 to October  1996 and 1,186 shares of Common
      Stock pledged to the Company to secure certain obligations to the Company.
      He also served as Senior Vice  President-Mechanical  Engineering from 1988
      to 1989,  Senior  Vice  President-Connector  Products  from  1985 to 1988,
      Senior  Vice  President-Manufacturing  from 1984 to 1985 and  Senior  Vice
      President-Operations  from 1977 to 1984.  Includes 93,150 shares of Common
      Stock issuable upon the exercise of Options held by Mr.  Carney,and  1,186
      shares  of  Common  Stock  pledged  to  the  Company  to  secure   certain
      obligations to the Company.

(6)   Mr. Joffe was elected  President and Chief Operating Officer in October of
      1996. Mr. Joffe,  who served as director of the Company from 1987 to 1992,
      has  most  recently  served  the  Company  as  senior  consultant  to  its
      Operations Support Systems (OSS) business. Includes 3,500 shares of Common
      Stock owned by Mr.  Joffe's  wife,  19,196 shares of Common Stock owned by
      Joffe Marketing  International,  Inc. ("JMI"), and 67,500 shares of Common
      Stock  issuable  upon the  exercise of Options held by Mr.  Joffe.  JMI is
      owned 80% by Mr. Joffe and 20% by an unrelated  Party. Mr. Joffe disclaims
      beneficial  ownership  of the shares owned by (a) JMI except to the extent
      of his equity interest therein and (b) his wife.

(7)   Mr. Tancredi has been Senior Vice President, Secretary and Treasurer since
      January  1997.  He has been Vice  President-Administration  since 1995 and
      Treasurer  since  1978,  having  served  as  Vice   President-Finance  and
      Administration   from  1989  to  1995  and   Vice-President-Finance   from
      1984-1989.  Includes  47,170  shares of  Common  Stock  issuable  upon the
      exercise of Options  held by Mr.  Tancredi  and 798 shares of Common Stock
      pledged to the Company to secure certain obligations to the Company.

(8)   Mr. Brous has been a director of the Company since 1989. Represents shares
      of Common Stock issuable upon the exercise of Options held by Mr. Brous.

(9)   Mr.  Esanu was  Chairman  of the Board of the  Company  from March 1996 to
      October 1996 and director from 1989 to 1996, and re-appointed to the Board
      of  Directors  in April of 1997.  He has been of counsel  to Esanu  Katsky
      Korins & Siger,  LLP,  which is counsel to the Company,  for more than the
      past three years. Includes 27,000 shares of Common Stock issuable upon the
      exercise of (a) options held by Mr. Esanu and (b) a warrant held by Elmira
      Realty Management Corp. Pension and Profit Sharing Plan (the "ERMC Plan").
      Under  the  terms  of the  ERMC  Plan,  Mr.  Esanu  has  sole  voting  and
      dispositive power with respect to the shares issuable upon the exercise of
      the warrant.

(10)  Mr.  Feldman  has been a director of the  Company  since 1989.  Represents
      shares of Common Stock  issuable  upon the exercise of Options held by Mr.
      Feldman.

(11)  Mr.  Kreitman  has been a director of the Company  since 1970.  Represents
      shares of Common Stock  issuable  upon the exercise of Options held by Mr.
      Kreitman.

(12)  Mr. Miller has been a director of the Company  since March 1998.  Includes
      2,000 shares of Common Stock issuable upon the exercise of Options granted
      under the 1998 Plan.

(13)  Mr.  Schreiber  has been a  director  of the  Company  since  April  1997.
      Includes  shares of Common  Stock  issuable  upon the  exercise of Options
      granted under the 1996 Plan and the 1998 Plan.

(14)  Mr. Kornfeld has been Senior Vice President-Operations  since 1996. He was
      Vice  President-Finance  and Chief  Financial  Officer of the Company from
      October 1995 until 1996. Includes shares of Common Stock issuable upon the
      exercise of Options granted under the 1996 Plan and the 1998 Plan.

                                        8
(15)  Mr.  Gazzo has been Senior Vice  President  since March 1996.  He was Vice
      President-Marketing  of the  Company  from April 1993 until March 1996 and
      was general manager of its Porta  Electronics  Division from November 1989
      to  April  1993;  he  was  the  Company's  Vice   President-Research   and
      Development   from   March   1984  to   November   1989   and   was   Vice
      President-Engineering  from February 1978 to February 184. Includes shares
      of Common Stock  issuable  upon the exercise of Options  granted under the
      1996 Plan and the 1998 Plan.

(16)  Mr. Chandran has been Vice President since December 1995.  Includes shares
      of Common Stock  issuable  upon the exercise of Options  granted under the
      1996 Plan and the 1998 Plan.

(17)  Mr. Chiodo has been elected Vice  President  since March 1996.  Mr. Chiodo
      had been with the Company since 1980. During that time he has held various
      positions in the Company, most recently as Assistant Vice President of OSS
      operations.  Includes shares of Common Stock issuable upon the exercise of
      Options granted under the 1996 Plan and the 1998 Plan.

(18)  Mr.  Rawlings  has been  elected  Vice  President  since March  1996.  Mr.
      Rawlings   was   the   Assistant    Vice   President   of   Research   and
      Development-Copper Products from 1992 until March 1996. Includes shares of
      Common Stock issuable upon the exercise of Options  granted under the 1996
      Plan and the 1998 Plan.

(19)  Mr. Novelli has been Vice  President  since December 1996. Mr. Novelli was
      the Assistant Vice President of Sales and  Marketing-Copper  Products from
      1989 until  December 1996.  Includes  shares of Common Stock issuable upon
      the exercise of Options granted under the 1996 Plan and the 1998 Plan.

(20)  Mr.  Hammond  has been Vice  President-Strategic  Development  since March
      1997. He was an Assistant Vice  President-Research  and  Development  from
      September 1992 until March 1997.  Includes shares of Common Stock issuable
      upon the  exercise  of  Options  granted  under the 1996 Plan and the 1998
      Plan.

Interests of Name Experts and Counsel.

      Warren H. Esanu, a director of the Company,  is of counsel to Esanu Katsky
Korins & Siger, LLP, counsel to the Company.  Mr. Esanu has been granted Options
exercisable for 35,000 and 15,000 shares of Common Stock under the 1996 Plan and
1998  Plan,  respectively.  The  Options  granted  under  the 1998  Plan have an
exercise  price of $3.25,  and the Options  granted  under the 1996 Plan have an
exercise price of $1.4188 and $1.50.

                              PLAN OF DISTRIBUTION

      The sale of Shares by Selling Stockholders may be effected by selling such
securities directly to purchasers,  through  broker-dealers acting as agents for
the Selling  Stockholders or to broker-dealers who may purchase shares of Common
Stock as principals and thereafter  sell the securities from time to time on the
ASE, in negotiated transactions or otherwise.  Such broker-dealers,  if any, may
receive  compensation in the form of discounts,  concessions or commissions from
the Selling  Stockholder  and/or the purchasers from whom such broker-dealer may
act as  agents  or to whom  they  may sell as  principals  or  otherwise  (which
compensation as to a particular broker-dealer may exceed customary commissions).

     The Selling  Stockholders and broker-dealers,  if any, acting in connection
with such  sales  might be deemed to be  "underwriters"  within  the  meaning of
Section 2(11) of the Securities Act and any commission  received by them and any
profit on the  resale  of the  securities  might be  deemed  to be  underwriting
discounts and commissions under the Securities Act.

                                  LEGAL MATTERS

     The  validity of the Common  Stock  offered  hereby has been passed upon by
Esanu Katsky Korins & Siger,  LLP,  legal counsel to the Company.  Mr. Warren H.
Esanu, a director of the Company, is of counsel to Esanu Katsky  Korins & Siger,
LLP.

                                     EXPERTS

     The  consolidated  financial  statements  incorporated by reference in this
Prospectus and elsewhere in the Registration Statement to the extent and for the
periods  indicated  in their  report  have been  audited  by BDO  Seidman,  LLP,
independent  certified public  accountants,  and are included herein in reliance
upon the authority of such firm as experts in accounting  and auditing in giving
such report.

                                        9
PART II

               INFORMATION REQUESTED IN THE REGISTRATION STATEMENT

Item 3 (Form S-8).  Incorporation of Documents by Relevance.

      The  following  documents  have been  filed by Porta  Systems  Corp.  (the
"Company") with the Securities and Exchange  Commission (the "Commission") (File
No. 1-8191) and are incorporated herein by reference:

      (1)   The Company's Annual Report on Form 10-K for the year ended December
            31, 1997;

      (2)   Amendment No. 1 to the Company's  Annual Report on Form 10-K for the
            year ended December 31, 1997;

      (3)   The Company's  Quarterly  Report on Form 10-Q for the fiscal quarter
            ended September 30, 1998;

      (4)   The Company's  Current Report on Form 8-K, dated January 2, 1998, as
            filed with the Commission on February 6, 1998;

      (5)   All other reports filed by the Company pursuant to Section 13(a) and
            15(d) of the  Securities  and Exchange Act of 1934,  as amended (the
            "Exchange Act"), since December 31, 1997; and

      (6)   The  description  of the  Company's  Common  Stock  contained in the
            Company's  Registration  Statement  on Form 8-A,  filed on April 26,
            1977, which became effective on April 26, 1977.

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

      The exhibit index appears on page II-2 of this Registration Statement.

Item 4 (Form S-8).  Description of Securities.

      Not applicable.

Item 5 (Form S-8).  Interests of Named Experts and Counsel.

      Warren H. Esanu, a director of the Company,  is of counsel to Esanu Katsky
Korins & Siger, LLP, counsel to the Company.  Mr. Esanu has been granted Options
exercisable for 35,000 and 15,000 shares of Common Stock under the 1996 Plan and
1998 Plan,  respectively.  The Options granted under the 1998 Plan have a strike
price of $3.25,  and the Options granted under the 1996 Plan have a strike price
of $1.4188 and $1.50.

Item 6 (Form  S-8 and Item 15  (Form  S-3)).  Indemnification  of  Officers  and
       Directors.

      Under the Delaware  General  Corporation  Law ("DGCL"),  a corporation may
indemnify any director,  officer,  employee or agent against expense  (including
attorneys' fees), judgments,  fines and amounts paid in settlement in connection
with any specified threatened,  pending or completed action, suit or proceeding,
whether civil,  criminal,  administrative or investigative (other than an action
by or in the right of the corporation) if such person acted in good faith and in
a manner  such  person  reasonably  believed to be in or not opposed to the best
interests of the corporation,  and, with respect to any criminal proceeding, had
no reasonable cause to believe that his or her conduct was unlawful.

      The Company's Certificate of Incorporation  provides,  among other things,
that the Company shall indemnify, to the fullest extent permitted under the DGCL
as it may be amended  from time to time,  any person who is or was a director or
officer of the Company and who is or was a party or is  threatened  to be made a
party to any  threatened,  pending  or  completed  action,  suit or  proceeding,
whether civil,  criminal,  administrative or investigative (other than an action
by or in the right of the  Company),  by reason of the fact that such person (i)
is or was a director or officer of the Company, or (ii) is or was

                                      II-1
serving at the request of the Company as director,  officer,  employee, agent of
another  corporation,  partnership,  joint venture,  trust, or other  enterprise
(including service with respect to employee benefit plans), against all expense,
liability and loss (including  attorneys' fees,  judgments,  fines, ERISA excise
taxes or penalties  and amounts paid or to be paid in  settlement)  actually and
reasonably  incurred  by such person in  connection  with such  action,  suit or
proceeding. This indemnification continues as to a person who has ceased to be a
director or officer of the  Company  and inures to the benefit of such  person's
heirs,  executors and  administrators.  The right of  indemnification  under the
Certificate of Incorporation is deemed to be a contract right.

      The Company also  maintains  directors  and officers  liability  insurance
("D&O  Insurance").  The D&O  Insurance  covers any person who has been or is an
officer  or  director  of the  Company  or of any of its  subsidiaries  for  all
expense,  liability and loss (including  attorneys' fees,  investigation  costs,
judgments,  fines,  penalties  and  amounts  paid or to be  paid in  settlement)
actually and reasonably  incurred by such person in connection with such action,
suit or proceeding.

Item 7 (Form S-8). Exemption from Registration Claimed.

      Not applicable.

Item 8 (Form S-8 and Item 16 (Form S-3)).  Exhibits

4.1   1996 Stock  Option Plan  (incorporated  by  reference  to Exhibit A to the
      Proxy Statement for the 1997 Annual Meeting of Stockholders).

4.2   1998 Non-Qualified Stock Option Plan.

5.1   Opinion of Esanu Katsky Korins & Siger, LLP.

23.1  Consent of BDO Seidman, LLP.

23.2  Consent of Esanu  Katsky  Korins & Siger,  LLP  (contained  in Exhibit 5.1
      hereto).

24.1  Power of Attorney (included on the signature page).

Item 9 (Form S-8 and Item 17 (Form S-3)).  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:

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

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

                  (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 such
                        information in the registration statement;

                                      II-2
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
                  not apply if the  information  required  to be  included  in a
                  post-effective  amendment by those  paragraphs is contained in
                  periodic  reports filed with or furnished to the Commission by
                  the Registrant  pursuant to Section 13 or Section 15(d) of the
                  Exchange  Act  that  are  incorporated  by  reference  in  the
                  registration statement.

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

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

      (b) The undersigned  registrant  hereby  undertakes  that, for purposes of
determining any liability under the 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.

      (h) Insofar as indemnification  for liabilities  arising under the 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 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

Pursuant to the  requirements  of the  Securities  Act of 1933, as amended,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
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  Syosset,  State  of New  York on this  30th day of
November, 1998.

                                    Porta Systems Corp.

                                    s/William V. Carney
                                    --------------------------------------------
                                    William V. Carney, Chairman of the Board and
                                    Chief Executive Officer

      Pursuant to the  requirements  of the  Securities Act of 1933, as amended,
this  registration  statement has been signed by the following persons on behalf
of the registrant and in the capacities and on the dates indicated.  Each person
whose signature appears below hereby authorizes William V. Carney, Seymour Joffe
and Edward B.  Kornfeld or any of them  acting in the absence of the others,  as
his true and lawful  attorney-in-fact and agent, with full power of substitution
and  resubstitution  for him and in his name,  place and  stead,  in any and all
capacities to sign any and all amendments (including post-effective  amendments)
to this registration statement,  and to file the same, with all exhibits thereto
and other  documents in connection  therewith,  with the Securities and Exchange
Commission.

Signature                         Title                                   Date

s/William V. Carney               Chairman of the Board,       November 30, 1998
-------------------------------   Chief Executive Officer and
William V. Carney                 Director
 (Principal Executive Officer)             

s/Edward B. Kornfeld              Senior Vice President and    November 30, 1998
-------------------------------   Chief Financial Officer
Edward B. Kornfeld                
 (Principal Financial
 and Accounting Officer)

s/Seymour Joffe                   Director                     November 30, 1998
-------------------------------
Seymour Joffe

s/Michael A. Tancredi             Director                     November 30, 1998
-------------------------------
Michael A. Tancredi

s/Howard D. Brous                 Director                     November 30, 1998
-------------------------------
Howard D. Brous

s/Warren H. Esanu                 Director                     November 30, 1998
-------------------------------
Warren H. Esanu

s/Herbert H. Feldman              Director                     November 30, 1998
-------------------------------
Herbert H. Feldman

s/Stanley Kreitman                Director                     November 30, 1998
-------------------------------
Stanley Kreitman

s/Lloyd I. Miller, III            Director                     November 30, 1998
-------------------------------
Lloyd I. Miller, III

s/Robert Schreiber                Director                     November 30, 1998
-------------------------------
Robert Schreiber

                                      II-4