As filed with the Securities and Exchange Commission on February   , 1999

                                                   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)

                   Porta Systems Corp. Stock Purchase Program
                Porta Systems Corp. Employee Stock Purchase Plan
                  Porta Systems Corp. Employee Stock Bonus 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

                         CALCULATION OF REGISTRATION FEE
================================================================================
                                    Proposed      Proposed
    Title of                         maximum       maximum
   securities            Amount     offering      aggregate
      to be              to be        price        offering         Amount of
   registered          registered    per unit       price       registration fee
--------------------------------------------------------------------------------
Common Stock issued
pursuant to Porta
Systems Corp. Stock
Purchase Program         186,000      $1.50        $279,000          $77.56
--------------------------------------------------------------------------------
Common Stock to be    
issued pursuant to the
Porta Systems Employee
Stock Purchase Plan    1,000,000      $2.25(1)   $2,250,000         $625.50
--------------------------------------------------------------------------------
Common Stock to be    
issued pursuant to the
Porta System Employee
Stock Bonus Program      100,000      $2.25(1)     $225,000          $62.55
================================================================================
(1)   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 February 8, 1999.

      This Registration Statement also serves as Post-Effective  Amendment No. 1
to  Registration  Statement on Form S-8, File No.  333-68321,  which covered our
1996 Stock Option Plan and our 1998 Non-Qualified Stock Option Plan.

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

<PAGE>

PROSPECTUS

                                 186,000 Shares
                               PORTA SYSTEMS CORP.
                                  Common Stock

      This prospectus relates to 186,000 shares of common stock of Porta Systems
Corp.,  a  Delaware  corporation,  which  may be sold  from  time to time by the
Selling  Stockholders  named under the caption "Selling  Stockholders."  We will
issue the shares to the  Selling  Stockholders  pursuant  to our Stock  Purchase
Program. We will receive $1.50 per share for each share that we sell pursuant to
the Stock  Purchase  Program.  We will not receive any of the proceeds  from the
sale of shares owned by the Selling Stockholders. We are paying the cost of this
registration statement,  which is estimated at approximately $5,000. The Selling
Stockholders  will pay for their own  selling and other  expenses in  connection
with the sale of their shares.

      The  Selling  Stockholders  may sell  their  shares  from  time to time in
transactions  (which may  include  block  transactions)  on the  American  Stock
Exchange or in negotiated transactions, a combination of such methods of sale or
otherwise.  The Selling Stockholders may sell their shares at fixed prices which
may  be  changed,  at  market  prices,  in  negotiated  transactions,  or  by  a
combination  of  fixed,   negotiated   and  open  market  prices.   The  Selling
Stockholders  may also  transfer  their  shares by gift,  by will or by the laws
governing the distribution of property not covered by a will.

      The Selling Stockholders may sell their shares through broker-dealers, who
may act as  brokers  or may  purchase  the  shares as  principals  for their own
account  and then  sell  the  shares  from  time to time on the  American  Stock
Exchange or otherwise on their own behalf. The Selling Stockholders may pay such
broker-dealers   compensation   in  the  form  of  discounts,   concessions   or
commissions.  The  purchasers  of the shares may also pay  commissions  or other
compensation  when they purchase shares.  The compensation  paid to a particular
broker-dealer may exceed the commissions it normally receives.  We are not aware
of any arrangements by any Selling Stockholder for the sale of any of the shares
included in this Prospectus.

                                   ----------

THE PURCHASE OF THE SHARES IS A HIGH RISK  INVESTMENT.  YOU SHOULD ONLY PURCHASE
THE SHARES IF YOU CAN AFFORD TO SUSTAIN A LOSS OF YOUR  ENTIRE  INVESTMENT.  SEE
"RISK FACTORS," WHICH BEGIN ON PAGE 3.

                                   ----------

NEITHER  THE  SECURITIES  AND  EXCHANGE  COMMISSION  NOR  ANY  STATE  SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED WHETHER
THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

                The date of this Prospectus is February ___, 1999

<PAGE>

                              AVAILABLE INFORMATION

      We file annual,  quarterly,  and periodic  reports,  proxy  statements and
other  information  with the Securities and Exchange  Commission using the SEC's
EDGAR system.  You may inspect these documents and copy information from them at
the SEC's Public Reference Section,  450 Fifth Street,  N.W.,  Washington,  D.C.
20549,  where copies of such material can also be obtained at prescribed  rates.
The SEC can be  reached  at  1-800-SEC-0330  for  further  information.  The SEC
maintains a Web site that contains reports, proxy and information statements and
other information  regarding  registrants that file electronically with the SEC.
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 our
Common Stock is listed.

      We have  filed a  registration  statement  with  the SEC  relating  to the
offering of the shares. The registration statement contains information which is
not  included  in this  Prospectus.  You may  inspect  or copy the  registration
statement at the SEC's public reference facilities or its Web site.

      We  furnish  our  stockholders  with  annual  reports  containing  audited
financial  statements  and with such other  periodic  reports as we from time to
time deems appropriate or as may be required by law. We use the calendar year as
our fiscal year.

      YOU SHOULD RELY ONLY ON THE  INFORMATION  CONTAINED IN THIS PROSPECTUS AND
THE INFORMATION  THAT WE HAVE REFERRED YOU TO. WE HAVE NOT AUTHORIZED ANY PERSON
TO PROVIDE YOU WITH ANY INFORMATION THAT IS DIFFERENT.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

      We have filed the following  documents with the SEC. We are  incorporating
these documents in this Prospectus, and they are part of this Prospectus.

      (1)   Our Annual Report on Form 10-K for the year ended December 31, 1997;

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

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

      (4)   Our Proxy Statement for our 1998 Annual Meeting of Stockholders;

      (5)   Our Current Report on Form 8-K, dated January 2, 1998, as filed with
            the SEC on February 6, 1998; and

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

      We are also  incorporating  by reference in this  Prospectus all documents
which we file  pursuant  to Section  13(a),  13(c),  14 or 15 of the  Securities
Exchange  Act of 1934,  as  amended,  after  the date of this  Prospectus.  Such
documents are  incorporated  by reference in this Prospectus and are a part this
Prospectus from the date we file the documents with the SEC.

      If we file with the SEC any document  that contains  information  which is
different from the information  contained in this Prospectus,  you may rely only
on the most recent information which we have filed with the SEC.

      We will provide a copy of the documents  referred to above without  charge
if you request the information from us. However,  we may charge you for the cost
of  providing  any  exhibits to any of these  documents  unless we  specifically


                                       2
<PAGE>

incorporate  the exhibits in this  Prospectus.  You should contact 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 if you wish to receive any of such material.

                                  RISK FACTORS

      You 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 our intentions, beliefs, expectations, strategies, predictions or any
other variations  thereof or comparable  phraseology of our 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 our
Form 10-K for the year ended  December 31,  1997,  our Form 10-Q for the quarter
ended  September 30, 1998,  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 our Common Stock  involves a high degree of risk. If you
purchase any shares of Common Stock, you should consider  carefully,  along with
other factors,  the following risks and should consult with your own legal,  tax
and financial advisors with respect thereto.

      We recently  incurred  losses from our  operations.  We incurred losses in
1997, 1995 and 1994. We incurred a net loss of $6.9 million,  or $2.22 per share
(basic and diluted),  on sales of $62.2 million, for 1997. Although we 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 1996,  prior to
1996,  we sustained  significant  losses  (before  extraordinary  gain) of $32.8
million,  or $22.45 per share,  on sales of $61.2  million  for 1995,  and $40.0
million,  or $27.51 per share,  on sales of $69.0 million for 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 our Zero Coupon
Senior  Subordinated  Notes due January 2, 1998 and the conversion of those Zero
Coupon Notes into Common Stock at the reduced  conversion  price.  The losses in
1995 and 1994 reflect  declining  gross margins,  resulting from our illiquidity
and other cash problems,  and reflected (i) our inability 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 our 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, we sold our
fiber optics  division,  which had been operating at a loss. For the nine months
ended September 30, 1998, we 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.  However, we may
sustain losses in the future.

      We have significant need to finance our working capital  requirements.  At
September 30, 1998, we had working capital of $12.7 million. Our working capital
improved  from  December  31,  1997  as  a  result  of  (a)  increased  accounts
receivable,   (b)  reduced  in  the  principal  amount  of  our  6%  Convertible
Subordinated  Debentures and (iii) lower balances of accounts  payable,  accrued
expenses and accrued commissions.

      Although we have  positive  working  capital,  we remain  dependent on our
lines of credit to operate our business.  Our revolving  credit  agreement  with
Foothill  Capital  Corporation has been our principal  source of funding for our
operations  since  November  1994,  and we will need to extend  the line or find
another  lender.  We may not be able to extend our loan agreement with Foothill,
which expires in January 2001, or enter into  acceptable  agreements  with other
lenders to finance our working  capital  needs.  At September  30, 1998, we owed
Foothill $10.7 million in addition to standby letters of credit of approximately


                                       3
<PAGE>

$9.0 million and notes payable of $2.8 million.  Our obligations to Foothill are
secured by a security  interest in substantially all of our assets. In addition,
in January  1998,  we borrowed $6.0 million from a group of investors to whom we
issued our 12%  debentures  due  January 3, 2000.  If we are unable to extend or
refinance these  obligations,  which mature in January 2000 and in January 2001,
our business and operations will be materially and adversely affected.

      We are heavily dependent on sales overseas for our revenues. Approximately
71%, 70% and 73% of our sales for 1997, 1996 and 1995,  respectively,  were made
to  foreign  telephone  operating   companies.   In  foreign  markets,  we  face
considerable   competition  from  other  United  States  and  foreign  telephone
equipment  manufacturers most of which are larger and have substantially greater
financial  resources than us. In selling to customers in foreign  countries,  we
are exposed to inherent  risks not normally  present in the case of our sales to
United States  customers,  including  greater  difficulty in meeting  customers'
technical requirements, extended delays in completing and customer final payment
for our  Operational  Support  Systems  contracts,  and  political  and economic
change. In addition,  if we establish  facilities in foreign countries,  we face
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,  we often
market Operational Support Systems 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.

      We rely on heavily on a few customers for most of our sales.  From 1995 to
1997,  almost  half of our sales were from our five  largest  customers.  During
1997,  1996 and 1995,  our 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.  Our
largest   customer  is  British   Telecommunications,   plc.  Sales  to  British
Telecommunications  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 our  sales  for  such  years.  Therefore,  any
significant  interruption or decline in sales to British  Telecommunications may
have a materially  adverse  effect upon our  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 our
sales for any of such years. Approximately 64% and 33% of accounts receivable at
December  31,  1997 and  1996,  respectively,  are due  from  our  five  largest
customers.

      In  November   1996,  we  amended  our  supply   agreement   with  British
Telecommunications pursuant to which we sold line connecting/protecting products
to British Telecommunications.  The amended agreement lowered our selling prices
to British Telecommunications for existing products and reduced our gross margin
for new  products  sold to British  Telecommunications.  Pursuant to the amended
agreement,  we are no longer the exclusive supplier of these products to British
Telecommunications.  The amended  contract  also  provides  for a  cross-license
which,  in effect,  enables  British  Telecommunications  to use  certain of our
proprietary  information  to modify or  enhance  products  provided  to  British
Telecommunications  and permits  those  products to be  manufactured  by British
Telecommunications or others for its own purposes.

      In  addition,  the former  Bell  operating  companies  continue  to be the
ultimate  purchasers of a significant portion of our products sold in the United
States,  while sales to foreign  telephone  operating  companies  constitute the
major portion of our foreign sales.  Our contracts with these customers  require
no minimum purchases.  Significant  customers for our signal processing products
include the major domestic  aerospace  companies,  Department of Defense service
depots and original  equipment  manufacturers in the medical imaging and process
control equipment industries.  We sell both catalog and custom designed products
to these customers.

      We  have  difficulties  with  Operational  Support  System  contracts.  We
experience delays in purchaser acceptance of the Operational Support Systems and
our receipt of final  contract  payments in 


                                       4
<PAGE>

connection  with a number of foreign  sales.  In addition,  we have no steady or
predictable  flow of orders for  Operational  Support  Systems.  The Operational
Support System is complex system 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 Operational Support System is an individualized
and highly technical process. Contracts for these 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 us and clauses  imposing  penalties on us 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.

      Our competitors are larger and have vastly greater financial resources. We
compete  directly  with  a  number  of  large  and  small  telephone   equipment
manufacturers in the United States, with Lucent Technologies, Inc. continuing to
be our principal United States competitor. Lucent's greater resources, extensive
research   and   development   facilities,    long-standing   equipment   supply
relationships   with  the  regional   "baby  bell"   companies  and  history  of
manufacturing and marketing products similar in function to those produced by us
continue to be significant factors in our competitive environment.  Furthermore,
in the past, competitors have used our financial difficulties as a sales tool.

      Our industry 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, we operate in a market  characterized by
distributors and installers of equipment and by commodity pricing.

      We rely primarily on the  performance  and design  characteristics  of our
products  and we try to offer our  products at prices and with  warranties  that
will make our products competitive.  Access to current technological advances is
important to our ability to market our products. Our business could be adversely
affected if we cannot get access to or offer  products  which  incorporate  such
technology.

      In  connection  with  overseas  sales  of our  line  connecting/protecting
equipment,  we have 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 our  overseas  competitors  have
significantly greater resources than us.

      We  compete   directly   with  a  number  of   substantial   domestic  and
international  companies  with  respect  to our  sales  of  Operational  Support
Systems.  In meeting this competition,  we rely primarily on the features of our
line testing  equipment,  our ability to customize  systems and our endeavors to
offer  such  equipment  at  prices  and  with   warranties  that  will  make  us
competitive.

      We rely on certain key  employees.  We may be dependent upon the continued
employment of certain key employees,  including our senior  executive  officers.
Our failure to retain such employees may have a material adverse effect upon our
business.

      We are subject to litigation.  In July 1996,  certain of our  stockholders
and warrant  holders,  who acquired  their  securities  in  connection  with our
acquisition of Aster Corporation,  sued us and certain of our present and former
directors in the Supreme Court of the State of New York, New York County.  These
plaintiffs  alleged  that we  breached  an  agreement  with  them  and  that the
directors  breached their fiduciary duty to them. These claims were based on the
allegation  that we failed to register  certain  restricted  shares and warrants
owned by the  plaintiffs.  The  plaintiffs  seek damages of  $413,000;  however,
counsel for the  plaintiff  have advised us that  additional  plaintiffs  may be
added  and,  as a result,  the amount of damages  claimed  may be  substantially
greater than the amount presently  claimed.  We believe that the defendants have
valid defenses to the claims. The case is in the discovery stage.


                                       5
<PAGE>

      In July 1996, the SEC issued an order directing a private investigation of
us to determine  whether there has been a violation of Federal  securities laws.
The SEC indicated to our counsel that the investigation  relates to the position
of the SEC staff  that the  independence  of our  auditors  for 1995,  KPMG Peat
Marwick  LLP,  was  tainted  because  our  former  interim  president  and chief
operating  officer,  Edward R.  Olson,  was at that time the  President  of KPMG
BayMark  Strategies  LLC, an affiliate of Peat  Marwick.  We are  continuing  to
cooperate with the SEC's investigation.  We retained BDO Seidman, LLP to reaudit
our 1995 financial statements,  which reaudit resulted in no changes to our 1995
financial statements as audited by KPMG Peat Marwick. We do not believe that the
investigation will result in any material liability on our part. The SEC has not
contacted us regarding this investigation since November 1996.

      We may have  problems  with the 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" or "Y2K." We initiated a  company-wide  program to prepare
our  computer  systems and  applications  to deal with the Year 2000  issue.  We
expect to incur  internal  staff costs and other expenses to prepare our systems
for the year 2000.  We expect  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 we do
not expect such costs to be material,  it is possible  that our actual costs may
significantly exceed our expectations.

      We do not pay dividends on Common Stock. We have not paid dividends on our
Common Stock and do not anticipate  paying dividends in the foreseeable  future.
We presently intend to retain future earnings, if any, in order to provide funds
for use in the operation and expansion of our business and, accordingly,  do not
anticipate paying cash dividends on our Common Stock in the foreseeable  future.
In addition, our agreement with Foothill prohibits payment of dividends.

                                 USE OF PROCEEDS

      We will not  receive  any  proceeds  from the sale of the  shares.  To the
extent that we receive any proceeds from the purchase of any shares issued or to
be issued to the Selling  Stockholders,  we will use such  proceeds  for working
capital and general corporate purposes.

                              SELLING STOCKHOLDERS

      The following  table sets forth,  as of February 8, 1999,  (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 us or
any of our 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
                                                Common Stock
                                  Shares of      Offered For    Shares of
                                Common Stock     Account of    Common Stock    Percentage
                                 Owned Prior      Selling      Owned After       Owned
  Selling Stockholder           to Offering(1)   Stockholder    Offering    After Offering(2)
  -------------------           --------------   -----------    --------    -----------------
<S>                                <C>             <C>           <C>               <C>         
William V. Carney(2),(4)           243,423         16,000        227,423           *
Seymour Joffe(5)                   160,863          6,667        154,196           *
</TABLE>


                                       6
<PAGE>

<TABLE>
<CAPTION>
                                                  Shares of
                                                Common Stock
                                  Shares of      Offered For    Shares of
                                Common Stock      Account of   Common Stock    Percentage
                                 Owned Prior       Selling     Owned After       Owned
  Selling Stockholder           to Offering(1)   Stockholder    Offering    After Offering(2)
  -------------------           --------------   -----------    --------    -----------------
<S>                                <C>             <C>           <C>               <C>         
Michael A. Tancredi(6)              98,827         10,000         88,827           *
Warren H. Esanu(2),(3),(7)          96,500         20,000         76,500           *
Herbert H. Feldman(2),(3),(8)       56,000         20,000         36,000           *
Stanley Kreitman(2),(3),(9)         56,500         20,000         36,500           *
Lloyd I. Miller III(3),(10)      1,991,730         20,000      1,971,730           20.7%
Robert Schreiber(3),(11)            54,000         20,000         34,000           *
Edward B. Kornfeld(12)             100,000         12,000         88,000           *
John J. Gazzo(13)                   43,020          9,333         33,687           *
Ron Wilkins(14)                     42,000         12,000         30,000           *
</TABLE>
                                                                               
(1)   Assumes  exercise  of  all  of  such  Selling  Stockholder's  options  and
      securities  convertible into, or exercisable or exchangeable for shares of
      Common Stock  including  stock being  purchased  under the Stock  Purchase
      Program.

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

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

(4)   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 Porta  Systems to secure  certain  obligations  to Porta
      Systems.  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 183,150 shares of
      Common Stock  issuable  upon the  exercise of options held by Mr.  Carney,
      1,186 shares of Common Stock  pledged to Porta  Systems to secure  certain
      obligations  to Porta Systems and 16,000 shares of Common Stock  purchased
      under the Stock Purchase Program.

(5)   Mr. Joffe was elected  President and Chief Operating Officer in October of
      1996.  Mr.  Joffe,  who served as director of Porta  Systems  from 1987 to
      1992, has most recently  served Porta Systems as senior  consultant to its
      Operations Support Systems 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., and 127,500 shares of Common Stock issuable
      upon  the  exercise  of  options  held  by  Mr.  Joffe.   Joffe  Marketing
      International is owned 80% by Mr. Joffe and 20% by an unrelated Party. Mr.
      Joffe  disclaims  beneficial  ownership  of the shares  owned by (a) Joffe
      Marketing  International  except  to the  extent  of his  equity  interest
      therein and (b) his wife.  Includes 6,667 shares of Common Stock purchased
      under the Stock Purchase Program.

(6)   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  77,170  shares of  Common  Stock  issuable  upon the
      exercise  of options  held by Mr.  Tancredi,  798  shares of Common  Stock
      pledged to Porta Systems to secure  certain  obligations  to Porta Systems
      and  10,000  shares of Common  Stock  purchased  under the Stock  Purchase
      Program.

(7)   Mr.  Esanu was  Chairman of the Board of Porta  Systems 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 Porta Systems,  for more than the
      past three years. Includes 46,500 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 


                                       7
<PAGE>


      Plan.  Under the terms of this pension plan, Mr. Esanu has sole voting and
      dispositive power with respect to the shares issuable upon the exercise of
      the warrant.  Includes  20,000 shares of Common Stock  purchased under the
      Stock Purchase Program.

(8)   Mr.  Feldman has been a director of Porta Systems  since 1989.  Represents
      36,000  shares of Common Stock  issuable upon the exercise of options held
      by Mr. Feldman and 20,000 shares of Common Stock purchased under the Stock
      Purchase Program.

(9)   Mr.  Kreitman has been a director of Porta Systems since 1970.  Represents
      36,500  shares of Common Stock  issuable upon the exercise of options held
      by Mr.  Kreitman  and 20,000  shares of Common Stock  purchased  under the
      Stock Purchase Program.

(10)  Mr. Miller has been a director of Porta Systems since March 1998. Includes
      2,000 shares of Common Stock issuable upon the exercise of options held by
      Mr.  Miller and 20,000  shares of Common Stock  purchased  under the Stock
      Purchase Program.

(11)  Mr.  Schreiber  has been a director  of Porta  Systems  since  April 1997.
      Includes  34,000  shares of Common  Stock  issuable  upon the  exercise of
      options held by Mr.  Schreiber and 20,000 shares of Common Stock purchased
      under the Stock Purchase Program.

(12)  Mr. Kornfeld has been Senior Vice President-Operations  since 1996 and has
      been Vice  President-Finance  and Chief  Financial  Officer  since October
      1995.  Represents 88,000 shares of Common Stock issuable upon the exercise
      of  options  held by Mr.  Kornfeld  and  12,000  shares  of  Common  Stock
      purchased under the Stock Purchase Program.

(13)  Mr.  Gazzo has been Senior Vice  President  since March 1996.  He was Vice
      President-Marketing  of Porta Systems from April 1993 until March 1996 and
      was general manager of its Porta  Electronics  Division from November 1989
      to  April  1993;  he  was  Porta  Systems'  Vice   President-Research  and
      Development   from   March   1984  to   November   1989   and   was   Vice
      President-Engineering  from February 1978 to February 184. Includes 19,900
      shares of Common Stock  issuable  upon the exercise of options held by Mr.
      Gazzo,  9,333 shares of Common Stock  purchased  under the Stock  Purchase
      Program and 798 shares of Common Stock  pledged to Porta Systems to secure
      certain obligations to Porta Systems.

(14)  Mr.  Wilkins has been Senior Vice  President and Managing  Director of OSS
      Division since September 1998.  Represents  12,000 shares  purchased under
      the Stock Purchase Program and 30,000 shares of Common Stock issuable upon
      the exercise of an option held by Mr. Wilkins.

                     INTERESTS OF NAMED EXPERTS AND COUNSEL

      Warren H.  Esanu,  one of our  directors,  is of counsel  to Esanu  Katsky
Korins & Siger,  LLP, our counsel.  Mr. Esanu has  subscribed  for 20,000 shares
pursuant  to our Stock  Purchase  Program and we granted him options to purchase
34,000 shares under our stock option plans.  The options  granted under our 1998
stock option plan have an exercise  price of $3.25 as to 15,000 shares of Common
Stock,  and the options  granted  under the 1996 stock option plan have exercise
prices of $3.85, $1.4188 and $1.50 as to an aggregate of 19,000 shares of Common
Stock.

                              PLAN OF DISTRIBUTION

      The  Selling  Stockholders  may  sell  the  shares  from  time  to time in
transactions  (which may  include  block  transactions)  on the  American  Stock
Exchange, in negotiated  transactions or both. They may sell the shares at fixed
prices which may be changed, at market prices or in negotiated  transactions,  a
combination of such methods of sale or otherwise.  The Selling  Stockholders may
also transfer shares by gift, by will or by the laws governing the  distribution
of property not covered by a will.

      The  Selling  Stockholders  may sell the shares  directly  to  purchasers,
through  broker-dealers  acting as agents  for the  Selling  Stockholders  or to
broker-dealers who may purchase  securities as principals for their own account.
The Selling  Stockholders  pay the  broker-dealers a brokerage fee or a discount
from the sales price.  The  purchaser of the shares may also pay a brokerage fee
or other charge.  The compensation to a particular  broker-dealer may exceed the
commissions  they normally  receive.  We do not know of any  arrangements by any
Selling Stockholder for the sale of any of the shares.

      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 of 1933 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 of 1933.


                                       8
<PAGE>

      The Selling Stockholders understand that the anti-manipulative rules under
the  Securities  Exchange Act of 1934,  which are set forth in Regulation M, may
apply to its sales in the market.  We have  furnished  the Selling  Stockholders
with a copy of Regulation M, and we have informed them that they should  deliver
a copy of this Prospectus when they sell any shares.

                                  LEGAL MATTERS

      The  validity of the Common Stock  offered  hereby has been passed upon by
Esanu Katsky Korins & Siger, LLP, legal counsel to Porta Systems.  Mr. Warren H.
Esanu, one of our directors, 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.  Incorporation of Documents by Relevance.

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

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

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

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

            (4) Porta  Systems'  Current  Report on Form 8-K,  dated  January 2,
      1998, as filed with the SEC on February 6, 1998;

            (5) All other  reports  filed by Porta  Systems  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 Porta  Systems'  Common Stock  contained in
      Porta  Systems'  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.  Description of Securities.

      Not applicable.

Item 5.  Interests of Named Experts and Counsel.

      Warren H.  Esanu,  a  director  of Porta  Systems,  is of counsel to Esanu
Katsky Korins & Siger,  LLP, counsel to Porta Systems.  Mr. Esanu has subscribed
for 20,000  shares  pursuant  to our Stock  Purchase  Program and we granted him
options to purchase  34,000  shares  under our stock option  plans.  The options
granted  under our 1998 stock option plan have an exercise  price of $3.25 as to
15,000  shares of Common  Stock,  and the options  granted  under our 1996 stock
option plan have a strike  price of $3.85,  $1.4188 and $1.50 as to an aggregate
of 19,000 shares of Common Stock.

Item 6.  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.


                                      II-1
<PAGE>

      Porta Systems' Certificate of Incorporation provides,  among other things,
that Porta Systems 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 Porta  Systems  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 Porta Systems), by reason of the fact that such person (i)
is or was a director or officer of Porta  Systems,  or (ii) is or was serving at
the request of Porta Systems 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 Porta  Systems  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.

      Porta Systems 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 Porta  Systems 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. Exemption from Registration Claimed.

      Not applicable.

Item 8.  Exhibits

4.1   Porta Systems Employee Stock Purchase Plan.

4.2   Porta Systems Stock Purchase Program

4.3   Porta Systems Employee Stock Bonus Program

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.  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  


                                      II-2
<PAGE>

            maximum  offering  range may be reflected in the form of  prospectus
            filed with the SEC 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;

            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 SEC 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 SEC 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  11th day of
February, 1999.

                                     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,          February 11, 1999
-----------------------------  Chief Executive Officer 
William V. Carney              and Director
(Principal Executive Officer)

/s/ Edward B. Kornfeld         Senior Vice President and       February 11, 1999
-----------------------------  Chief Financial Officer
Edward B. Kornfeld           
(Principal Financial
and Accounting Officer)

/s/ Seymour Joffe              Director                        February 11, 1999
-----------------------------
Seymour Joffe

/s/ Michael A. Tancredi        Director                        February 11, 1999
-----------------------------
Michael A. Tancredi

/s/ Warren H.Esanu             Director                        February 11, 1999
-----------------------------
Warren H. Esanu

/s/ Herbert H. Feldman         Director                        February 11, 1999
-----------------------------
Herbert H. Feldman

/s/ Stanley Kreitman           Director                        February 11, 1999
-----------------------------
Stanley Kreitman

/s/ Lloyd I. Miller            Director                        February 11, 1999
-----------------------------
Lloyd I. Miller, III

/s/ Robert Schreiber           Director                        February 11, 1999
-----------------------------
Robert Schreiber
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 54525}]
{"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": "333-72369", "film-number": "99538564"}, "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 February   , 1999

                                                   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)

                   Porta Systems Corp. Stock Purchase Program
                Porta Systems Corp. Employee Stock Purchase Plan
                  Porta Systems Corp. Employee Stock Bonus 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

                         CALCULATION OF REGISTRATION FEE
================================================================================
                                    Proposed      Proposed
    Title of                         maximum       maximum
   securities            Amount     offering      aggregate
      to be              to be        price        offering         Amount of
   registered          registered    per unit       price       registration fee
--------------------------------------------------------------------------------
Common Stock issued
pursuant to Porta
Systems Corp. Stock
Purchase Program         186,000      $1.50        $279,000          $77.56
--------------------------------------------------------------------------------
Common Stock to be    
issued pursuant to the
Porta Systems Employee
Stock Purchase Plan    1,000,000      $2.25(1)   $2,250,000         $625.50
--------------------------------------------------------------------------------
Common Stock to be    
issued pursuant to the
Porta System Employee
Stock Bonus Program      100,000      $2.25(1)     $225,000          $62.55
================================================================================
(1)   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 February 8, 1999.

      This Registration Statement also serves as Post-Effective  Amendment No. 1
to  Registration  Statement on Form S-8, File No.  333-68321,  which covered our
1996 Stock Option Plan and our 1998 Non-Qualified Stock Option Plan.

================================================================================
PROSPECTUS

                                 186,000 Shares
                               PORTA SYSTEMS CORP.
                                  Common Stock

      This prospectus relates to 186,000 shares of common stock of Porta Systems
Corp.,  a  Delaware  corporation,  which  may be sold  from  time to time by the
Selling  Stockholders  named under the caption "Selling  Stockholders."  We will
issue the shares to the  Selling  Stockholders  pursuant  to our Stock  Purchase
Program. We will receive $1.50 per share for each share that we sell pursuant to
the Stock  Purchase  Program.  We will not receive any of the proceeds  from the
sale of shares owned by the Selling Stockholders. We are paying the cost of this
registration statement,  which is estimated at approximately $5,000. The Selling
Stockholders  will pay for their own  selling and other  expenses in  connection
with the sale of their shares.

      The  Selling  Stockholders  may sell  their  shares  from  time to time in
transactions  (which may  include  block  transactions)  on the  American  Stock
Exchange or in negotiated transactions, a combination of such methods of sale or
otherwise.  The Selling Stockholders may sell their shares at fixed prices which
may  be  changed,  at  market  prices,  in  negotiated  transactions,  or  by  a
combination  of  fixed,   negotiated   and  open  market  prices.   The  Selling
Stockholders  may also  transfer  their  shares by gift,  by will or by the laws
governing the distribution of property not covered by a will.

      The Selling Stockholders may sell their shares through broker-dealers, who
may act as  brokers  or may  purchase  the  shares as  principals  for their own
account  and then  sell  the  shares  from  time to time on the  American  Stock
Exchange or otherwise on their own behalf. The Selling Stockholders may pay such
broker-dealers   compensation   in  the  form  of  discounts,   concessions   or
commissions.  The  purchasers  of the shares may also pay  commissions  or other
compensation  when they purchase shares.  The compensation  paid to a particular
broker-dealer may exceed the commissions it normally receives.  We are not aware
of any arrangements by any Selling Stockholder for the sale of any of the shares
included in this Prospectus.

                                   ----------

THE PURCHASE OF THE SHARES IS A HIGH RISK  INVESTMENT.  YOU SHOULD ONLY PURCHASE
THE SHARES IF YOU CAN AFFORD TO SUSTAIN A LOSS OF YOUR  ENTIRE  INVESTMENT.  SEE
"RISK FACTORS," WHICH BEGIN ON PAGE 3.

                                   ----------

NEITHER  THE  SECURITIES  AND  EXCHANGE  COMMISSION  NOR  ANY  STATE  SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED WHETHER
THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

                The date of this Prospectus is February ___, 1999
AVAILABLE INFORMATION

      We file annual,  quarterly,  and periodic  reports,  proxy  statements and
other  information  with the Securities and Exchange  Commission using the SEC's
EDGAR system.  You may inspect these documents and copy information from them at
the SEC's Public Reference Section,  450 Fifth Street,  N.W.,  Washington,  D.C.
20549,  where copies of such material can also be obtained at prescribed  rates.
The SEC can be  reached  at  1-800-SEC-0330  for  further  information.  The SEC
maintains a Web site that contains reports, proxy and information statements and
other information  regarding  registrants that file electronically with the SEC.
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 our
Common Stock is listed.

      We have  filed a  registration  statement  with  the SEC  relating  to the
offering of the shares. The registration statement contains information which is
not  included  in this  Prospectus.  You may  inspect  or copy the  registration
statement at the SEC's public reference facilities or its Web site.

      We  furnish  our  stockholders  with  annual  reports  containing  audited
financial  statements  and with such other  periodic  reports as we from time to
time deems appropriate or as may be required by law. We use the calendar year as
our fiscal year.

      YOU SHOULD RELY ONLY ON THE  INFORMATION  CONTAINED IN THIS PROSPECTUS AND
THE INFORMATION  THAT WE HAVE REFERRED YOU TO. WE HAVE NOT AUTHORIZED ANY PERSON
TO PROVIDE YOU WITH ANY INFORMATION THAT IS DIFFERENT.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

      We have filed the following  documents with the SEC. We are  incorporating
these documents in this Prospectus, and they are part of this Prospectus.

      (1)   Our Annual Report on Form 10-K for the year ended December 31, 1997;

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

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

      (4)   Our Proxy Statement for our 1998 Annual Meeting of Stockholders;

      (5)   Our Current Report on Form 8-K, dated January 2, 1998, as filed with
            the SEC on February 6, 1998; and

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

      We are also  incorporating  by reference in this  Prospectus all documents
which we file  pursuant  to Section  13(a),  13(c),  14 or 15 of the  Securities
Exchange  Act of 1934,  as  amended,  after  the date of this  Prospectus.  Such
documents are  incorporated  by reference in this Prospectus and are a part this
Prospectus from the date we file the documents with the SEC.

      If we file with the SEC any document  that contains  information  which is
different from the information  contained in this Prospectus,  you may rely only
on the most recent information which we have filed with the SEC.

      We will provide a copy of the documents  referred to above without  charge
if you request the information from us. However,  we may charge you for the cost
of  providing  any  exhibits to any of these  documents  unless we  specifically

                                       2
incorporate  the exhibits in this  Prospectus.  You should contact 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 if you wish to receive any of such material.

                                  RISK FACTORS

      You 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 our intentions, beliefs, expectations, strategies, predictions or any
other variations  thereof or comparable  phraseology of our 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 our
Form 10-K for the year ended  December 31,  1997,  our Form 10-Q for the quarter
ended  September 30, 1998,  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 our Common Stock  involves a high degree of risk. If you
purchase any shares of Common Stock, you should consider  carefully,  along with
other factors,  the following risks and should consult with your own legal,  tax
and financial advisors with respect thereto.

      We recently  incurred  losses from our  operations.  We incurred losses in
1997, 1995 and 1994. We incurred a net loss of $6.9 million,  or $2.22 per share
(basic and diluted),  on sales of $62.2 million, for 1997. Although we 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 1996,  prior to
1996,  we sustained  significant  losses  (before  extraordinary  gain) of $32.8
million,  or $22.45 per share,  on sales of $61.2  million  for 1995,  and $40.0
million,  or $27.51 per share,  on sales of $69.0 million for 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 our Zero Coupon
Senior  Subordinated  Notes due January 2, 1998 and the conversion of those Zero
Coupon Notes into Common Stock at the reduced  conversion  price.  The losses in
1995 and 1994 reflect  declining  gross margins,  resulting from our illiquidity
and other cash problems,  and reflected (i) our inability 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 our 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, we sold our
fiber optics  division,  which had been operating at a loss. For the nine months
ended September 30, 1998, we 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.  However, we may
sustain losses in the future.

      We have significant need to finance our working capital  requirements.  At
September 30, 1998, we had working capital of $12.7 million. Our working capital
improved  from  December  31,  1997  as  a  result  of  (a)  increased  accounts
receivable,   (b)  reduced  in  the  principal  amount  of  our  6%  Convertible
Subordinated  Debentures and (iii) lower balances of accounts  payable,  accrued
expenses and accrued commissions.

      Although we have  positive  working  capital,  we remain  dependent on our
lines of credit to operate our business.  Our revolving  credit  agreement  with
Foothill  Capital  Corporation has been our principal  source of funding for our
operations  since  November  1994,  and we will need to extend  the line or find
another  lender.  We may not be able to extend our loan agreement with Foothill,
which expires in January 2001, or enter into  acceptable  agreements  with other
lenders to finance our working  capital  needs.  At September  30, 1998, we owed
Foothill $10.7 million in addition to standby letters of credit of approximately

                                       3
$9.0 million and notes payable of $2.8 million.  Our obligations to Foothill are
secured by a security  interest in substantially all of our assets. In addition,
in January  1998,  we borrowed $6.0 million from a group of investors to whom we
issued our 12%  debentures  due  January 3, 2000.  If we are unable to extend or
refinance these  obligations,  which mature in January 2000 and in January 2001,
our business and operations will be materially and adversely affected.

      We are heavily dependent on sales overseas for our revenues. Approximately
71%, 70% and 73% of our sales for 1997, 1996 and 1995,  respectively,  were made
to  foreign  telephone  operating   companies.   In  foreign  markets,  we  face
considerable   competition  from  other  United  States  and  foreign  telephone
equipment  manufacturers most of which are larger and have substantially greater
financial  resources than us. In selling to customers in foreign  countries,  we
are exposed to inherent  risks not normally  present in the case of our sales to
United States  customers,  including  greater  difficulty in meeting  customers'
technical requirements, extended delays in completing and customer final payment
for our  Operational  Support  Systems  contracts,  and  political  and economic
change. In addition,  if we establish  facilities in foreign countries,  we face
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,  we often
market Operational Support Systems 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.

      We rely on heavily on a few customers for most of our sales.  From 1995 to
1997,  almost  half of our sales were from our five  largest  customers.  During
1997,  1996 and 1995,  our 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.  Our
largest   customer  is  British   Telecommunications,   plc.  Sales  to  British
Telecommunications  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 our  sales  for  such  years.  Therefore,  any
significant  interruption or decline in sales to British  Telecommunications may
have a materially  adverse  effect upon our  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 our
sales for any of such years. Approximately 64% and 33% of accounts receivable at
December  31,  1997 and  1996,  respectively,  are due  from  our  five  largest
customers.

      In  November   1996,  we  amended  our  supply   agreement   with  British
Telecommunications pursuant to which we sold line connecting/protecting products
to British Telecommunications.  The amended agreement lowered our selling prices
to British Telecommunications for existing products and reduced our gross margin
for new  products  sold to British  Telecommunications.  Pursuant to the amended
agreement,  we are no longer the exclusive supplier of these products to British
Telecommunications.  The amended  contract  also  provides  for a  cross-license
which,  in effect,  enables  British  Telecommunications  to use  certain of our
proprietary  information  to modify or  enhance  products  provided  to  British
Telecommunications  and permits  those  products to be  manufactured  by British
Telecommunications or others for its own purposes.

      In  addition,  the former  Bell  operating  companies  continue  to be the
ultimate  purchasers of a significant portion of our products sold in the United
States,  while sales to foreign  telephone  operating  companies  constitute the
major portion of our foreign sales.  Our contracts with these customers  require
no minimum purchases.  Significant  customers for our signal processing products
include the major domestic  aerospace  companies,  Department of Defense service
depots and original  equipment  manufacturers in the medical imaging and process
control equipment industries.  We sell both catalog and custom designed products
to these customers.

      We  have  difficulties  with  Operational  Support  System  contracts.  We
experience delays in purchaser acceptance of the Operational Support Systems and
our receipt of final  contract  payments in 

                                       4
connection  with a number of foreign  sales.  In addition,  we have no steady or
predictable  flow of orders for  Operational  Support  Systems.  The Operational
Support System is complex system 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 Operational Support System is an individualized
and highly technical process. Contracts for these 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 us and clauses  imposing  penalties on us 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.

      Our competitors are larger and have vastly greater financial resources. We
compete  directly  with  a  number  of  large  and  small  telephone   equipment
manufacturers in the United States, with Lucent Technologies, Inc. continuing to
be our principal United States competitor. Lucent's greater resources, extensive
research   and   development   facilities,    long-standing   equipment   supply
relationships   with  the  regional   "baby  bell"   companies  and  history  of
manufacturing and marketing products similar in function to those produced by us
continue to be significant factors in our competitive environment.  Furthermore,
in the past, competitors have used our financial difficulties as a sales tool.

      Our industry 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, we operate in a market  characterized by
distributors and installers of equipment and by commodity pricing.

      We rely primarily on the  performance  and design  characteristics  of our
products  and we try to offer our  products at prices and with  warranties  that
will make our products competitive.  Access to current technological advances is
important to our ability to market our products. Our business could be adversely
affected if we cannot get access to or offer  products  which  incorporate  such
technology.

      In  connection  with  overseas  sales  of our  line  connecting/protecting
equipment,  we have 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 our  overseas  competitors  have
significantly greater resources than us.

      We  compete   directly   with  a  number  of   substantial   domestic  and
international  companies  with  respect  to our  sales  of  Operational  Support
Systems.  In meeting this competition,  we rely primarily on the features of our
line testing  equipment,  our ability to customize  systems and our endeavors to
offer  such  equipment  at  prices  and  with   warranties  that  will  make  us
competitive.

      We rely on certain key  employees.  We may be dependent upon the continued
employment of certain key employees,  including our senior  executive  officers.
Our failure to retain such employees may have a material adverse effect upon our
business.

      We are subject to litigation.  In July 1996,  certain of our  stockholders
and warrant  holders,  who acquired  their  securities  in  connection  with our
acquisition of Aster Corporation,  sued us and certain of our present and former
directors in the Supreme Court of the State of New York, New York County.  These
plaintiffs  alleged  that we  breached  an  agreement  with  them  and  that the
directors  breached their fiduciary duty to them. These claims were based on the
allegation  that we failed to register  certain  restricted  shares and warrants
owned by the  plaintiffs.  The  plaintiffs  seek damages of  $413,000;  however,
counsel for the  plaintiff  have advised us that  additional  plaintiffs  may be
added  and,  as a result,  the amount of damages  claimed  may be  substantially
greater than the amount presently  claimed.  We believe that the defendants have
valid defenses to the claims. The case is in the discovery stage.

                                       5
In July 1996, the SEC issued an order directing a private investigation of
us to determine  whether there has been a violation of Federal  securities laws.
The SEC indicated to our counsel that the investigation  relates to the position
of the SEC staff  that the  independence  of our  auditors  for 1995,  KPMG Peat
Marwick  LLP,  was  tainted  because  our  former  interim  president  and chief
operating  officer,  Edward R.  Olson,  was at that time the  President  of KPMG
BayMark  Strategies  LLC, an affiliate of Peat  Marwick.  We are  continuing  to
cooperate with the SEC's investigation.  We retained BDO Seidman, LLP to reaudit
our 1995 financial statements,  which reaudit resulted in no changes to our 1995
financial statements as audited by KPMG Peat Marwick. We do not believe that the
investigation will result in any material liability on our part. The SEC has not
contacted us regarding this investigation since November 1996.

      We may have  problems  with the 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" or "Y2K." We initiated a  company-wide  program to prepare
our  computer  systems and  applications  to deal with the Year 2000  issue.  We
expect to incur  internal  staff costs and other expenses to prepare our systems
for the year 2000.  We expect  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 we do
not expect such costs to be material,  it is possible  that our actual costs may
significantly exceed our expectations.

      We do not pay dividends on Common Stock. We have not paid dividends on our
Common Stock and do not anticipate  paying dividends in the foreseeable  future.
We presently intend to retain future earnings, if any, in order to provide funds
for use in the operation and expansion of our business and, accordingly,  do not
anticipate paying cash dividends on our Common Stock in the foreseeable  future.
In addition, our agreement with Foothill prohibits payment of dividends.

                                 USE OF PROCEEDS

      We will not  receive  any  proceeds  from the sale of the  shares.  To the
extent that we receive any proceeds from the purchase of any shares issued or to
be issued to the Selling  Stockholders,  we will use such  proceeds  for working
capital and general corporate purposes.

                              SELLING STOCKHOLDERS

      The following  table sets forth,  as of February 8, 1999,  (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 us or
any of our 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
                                                Common Stock
                                  Shares of      Offered For    Shares of
                                Common Stock     Account of    Common Stock    Percentage
                                 Owned Prior      Selling      Owned After       Owned
  Selling Stockholder           to Offering(1)   Stockholder    Offering    After Offering(2)
  -------------------           --------------   -----------    --------    -----------------
William V. Carney(2),(4)           243,423         16,000        227,423           *
Seymour Joffe(5)                   160,863          6,667        154,196           *
6
Shares of
                                                Common Stock
                                  Shares of      Offered For    Shares of
                                Common Stock      Account of   Common Stock    Percentage
                                 Owned Prior       Selling     Owned After       Owned
  Selling Stockholder           to Offering(1)   Stockholder    Offering    After Offering(2)
  -------------------           --------------   -----------    --------    -----------------
Michael A. Tancredi(6)              98,827         10,000         88,827           *
Warren H. Esanu(2),(3),(7)          96,500         20,000         76,500           *
Herbert H. Feldman(2),(3),(8)       56,000         20,000         36,000           *
Stanley Kreitman(2),(3),(9)         56,500         20,000         36,500           *
Lloyd I. Miller III(3),(10)      1,991,730         20,000      1,971,730           20.7%
Robert Schreiber(3),(11)            54,000         20,000         34,000           *
Edward B. Kornfeld(12)             100,000         12,000         88,000           *
John J. Gazzo(13)                   43,020          9,333         33,687           *
Ron Wilkins(14)                     42,000         12,000         30,000           *
(1)   Assumes  exercise  of  all  of  such  Selling  Stockholder's  options  and
      securities  convertible into, or exercisable or exchangeable for shares of
      Common Stock  including  stock being  purchased  under the Stock  Purchase
      Program.

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

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

(4)   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 Porta  Systems to secure  certain  obligations  to Porta
      Systems.  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 183,150 shares of
      Common Stock  issuable  upon the  exercise of options held by Mr.  Carney,
      1,186 shares of Common Stock  pledged to Porta  Systems to secure  certain
      obligations  to Porta Systems and 16,000 shares of Common Stock  purchased
      under the Stock Purchase Program.

(5)   Mr. Joffe was elected  President and Chief Operating Officer in October of
      1996.  Mr.  Joffe,  who served as director of Porta  Systems  from 1987 to
      1992, has most recently  served Porta Systems as senior  consultant to its
      Operations Support Systems 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., and 127,500 shares of Common Stock issuable
      upon  the  exercise  of  options  held  by  Mr.  Joffe.   Joffe  Marketing
      International is owned 80% by Mr. Joffe and 20% by an unrelated Party. Mr.
      Joffe  disclaims  beneficial  ownership  of the shares  owned by (a) Joffe
      Marketing  International  except  to the  extent  of his  equity  interest
      therein and (b) his wife.  Includes 6,667 shares of Common Stock purchased
      under the Stock Purchase Program.

(6)   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  77,170  shares of  Common  Stock  issuable  upon the
      exercise  of options  held by Mr.  Tancredi,  798  shares of Common  Stock
      pledged to Porta Systems to secure  certain  obligations  to Porta Systems
      and  10,000  shares of Common  Stock  purchased  under the Stock  Purchase
      Program.

(7)   Mr.  Esanu was  Chairman of the Board of Porta  Systems 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 Porta Systems,  for more than the
      past three years. Includes 46,500 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 

                                       7
Plan.  Under the terms of this pension plan, Mr. Esanu has sole voting and
      dispositive power with respect to the shares issuable upon the exercise of
      the warrant.  Includes  20,000 shares of Common Stock  purchased under the
      Stock Purchase Program.

(8)   Mr.  Feldman has been a director of Porta Systems  since 1989.  Represents
      36,000  shares of Common Stock  issuable upon the exercise of options held
      by Mr. Feldman and 20,000 shares of Common Stock purchased under the Stock
      Purchase Program.

(9)   Mr.  Kreitman has been a director of Porta Systems since 1970.  Represents
      36,500  shares of Common Stock  issuable upon the exercise of options held
      by Mr.  Kreitman  and 20,000  shares of Common Stock  purchased  under the
      Stock Purchase Program.

(10)  Mr. Miller has been a director of Porta Systems since March 1998. Includes
      2,000 shares of Common Stock issuable upon the exercise of options held by
      Mr.  Miller and 20,000  shares of Common Stock  purchased  under the Stock
      Purchase Program.

(11)  Mr.  Schreiber  has been a director  of Porta  Systems  since  April 1997.
      Includes  34,000  shares of Common  Stock  issuable  upon the  exercise of
      options held by Mr.  Schreiber and 20,000 shares of Common Stock purchased
      under the Stock Purchase Program.

(12)  Mr. Kornfeld has been Senior Vice President-Operations  since 1996 and has
      been Vice  President-Finance  and Chief  Financial  Officer  since October
      1995.  Represents 88,000 shares of Common Stock issuable upon the exercise
      of  options  held by Mr.  Kornfeld  and  12,000  shares  of  Common  Stock
      purchased under the Stock Purchase Program.

(13)  Mr.  Gazzo has been Senior Vice  President  since March 1996.  He was Vice
      President-Marketing  of Porta Systems from April 1993 until March 1996 and
      was general manager of its Porta  Electronics  Division from November 1989
      to  April  1993;  he  was  Porta  Systems'  Vice   President-Research  and
      Development   from   March   1984  to   November   1989   and   was   Vice
      President-Engineering  from February 1978 to February 184. Includes 19,900
      shares of Common Stock  issuable  upon the exercise of options held by Mr.
      Gazzo,  9,333 shares of Common Stock  purchased  under the Stock  Purchase
      Program and 798 shares of Common Stock  pledged to Porta Systems to secure
      certain obligations to Porta Systems.

(14)  Mr.  Wilkins has been Senior Vice  President and Managing  Director of OSS
      Division since September 1998.  Represents  12,000 shares  purchased under
      the Stock Purchase Program and 30,000 shares of Common Stock issuable upon
      the exercise of an option held by Mr. Wilkins.

                     INTERESTS OF NAMED EXPERTS AND COUNSEL

      Warren H.  Esanu,  one of our  directors,  is of counsel  to Esanu  Katsky
Korins & Siger,  LLP, our counsel.  Mr. Esanu has  subscribed  for 20,000 shares
pursuant  to our Stock  Purchase  Program and we granted him options to purchase
34,000 shares under our stock option plans.  The options  granted under our 1998
stock option plan have an exercise  price of $3.25 as to 15,000 shares of Common
Stock,  and the options  granted  under the 1996 stock option plan have exercise
prices of $3.85, $1.4188 and $1.50 as to an aggregate of 19,000 shares of Common
Stock.

                              PLAN OF DISTRIBUTION

      The  Selling  Stockholders  may  sell  the  shares  from  time  to time in
transactions  (which may  include  block  transactions)  on the  American  Stock
Exchange, in negotiated  transactions or both. They may sell the shares at fixed
prices which may be changed, at market prices or in negotiated  transactions,  a
combination of such methods of sale or otherwise.  The Selling  Stockholders may
also transfer shares by gift, by will or by the laws governing the  distribution
of property not covered by a will.

      The  Selling  Stockholders  may sell the shares  directly  to  purchasers,
through  broker-dealers  acting as agents  for the  Selling  Stockholders  or to
broker-dealers who may purchase  securities as principals for their own account.
The Selling  Stockholders  pay the  broker-dealers a brokerage fee or a discount
from the sales price.  The  purchaser of the shares may also pay a brokerage fee
or other charge.  The compensation to a particular  broker-dealer may exceed the
commissions  they normally  receive.  We do not know of any  arrangements by any
Selling Stockholder for the sale of any of the shares.

      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 of 1933 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 of 1933.

                                       8
The Selling Stockholders understand that the anti-manipulative rules under
the  Securities  Exchange Act of 1934,  which are set forth in Regulation M, may
apply to its sales in the market.  We have  furnished  the Selling  Stockholders
with a copy of Regulation M, and we have informed them that they should  deliver
a copy of this Prospectus when they sell any shares.

                                  LEGAL MATTERS

      The  validity of the Common Stock  offered  hereby has been passed upon by
Esanu Katsky Korins & Siger, LLP, legal counsel to Porta Systems.  Mr. Warren H.
Esanu, one of our directors, 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.  Incorporation of Documents by Relevance.

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

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

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

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

            (4) Porta  Systems'  Current  Report on Form 8-K,  dated  January 2,
      1998, as filed with the SEC on February 6, 1998;

            (5) All other  reports  filed by Porta  Systems  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 Porta  Systems'  Common Stock  contained in
      Porta  Systems'  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.  Description of Securities.

      Not applicable.

Item 5.  Interests of Named Experts and Counsel.

      Warren H.  Esanu,  a  director  of Porta  Systems,  is of counsel to Esanu
Katsky Korins & Siger,  LLP, counsel to Porta Systems.  Mr. Esanu has subscribed
for 20,000  shares  pursuant  to our Stock  Purchase  Program and we granted him
options to purchase  34,000  shares  under our stock option  plans.  The options
granted  under our 1998 stock option plan have an exercise  price of $3.25 as to
15,000  shares of Common  Stock,  and the options  granted  under our 1996 stock
option plan have a strike  price of $3.85,  $1.4188 and $1.50 as to an aggregate
of 19,000 shares of Common Stock.

Item 6.  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.

                                      II-1
Porta Systems' Certificate of Incorporation provides,  among other things,
that Porta Systems 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 Porta  Systems  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 Porta Systems), by reason of the fact that such person (i)
is or was a director or officer of Porta  Systems,  or (ii) is or was serving at
the request of Porta Systems 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 Porta  Systems  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.

      Porta Systems 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 Porta  Systems 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. Exemption from Registration Claimed.

      Not applicable.

Item 8.  Exhibits

4.1   Porta Systems Employee Stock Purchase Plan.

4.2   Porta Systems Stock Purchase Program

4.3   Porta Systems Employee Stock Bonus Program

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.  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  

                                      II-2
maximum  offering  range may be reflected in the form of  prospectus
            filed with the SEC 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;

            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 SEC 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 SEC 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  11th day of
February, 1999.

                                     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,          February 11, 1999
-----------------------------  Chief Executive Officer 
William V. Carney              and Director
(Principal Executive Officer)

/s/ Edward B. Kornfeld         Senior Vice President and       February 11, 1999
-----------------------------  Chief Financial Officer
Edward B. Kornfeld           
(Principal Financial
and Accounting Officer)

/s/ Seymour Joffe              Director                        February 11, 1999
-----------------------------
Seymour Joffe

/s/ Michael A. Tancredi        Director                        February 11, 1999
-----------------------------
Michael A. Tancredi

/s/ Warren H.Esanu             Director                        February 11, 1999
-----------------------------
Warren H. Esanu

/s/ Herbert H. Feldman         Director                        February 11, 1999
-----------------------------
Herbert H. Feldman

/s/ Stanley Kreitman           Director                        February 11, 1999
-----------------------------
Stanley Kreitman

/s/ Lloyd I. Miller            Director                        February 11, 1999
-----------------------------
Lloyd I. Miller, III

/s/ Robert Schreiber           Director                        February 11, 1999
-----------------------------
Robert Schreiber