As filed with the Securities and Exchange Commission on December 2, 1996

                                         Registration Statement No. 33-_______
-------------------------------------------------------------------------------


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                ELXSI Corporation
                               -----------------

             (Exact Name of Registrant as Specified in Its Charter)

         (State or Other Jurisdiction of Incorporation or Organization)

                                   77-0151523
                                   ----------
                      (I.R.S. Employer Identification No.)

             4209 Vineland Road, Suite J-1, Orlando, Florida 32811
             -----------------------------------------------------
                    (Address of Principal Executive Offices)

               ELXSI Corporation 1996 Incentive Stock Option Plan
               --------------------------------------------------
                            (Full Title of the Plan)

                               Alexander M. Milley
                      President and Chief Executive Officer
                          4209 Vineland Road, Suite J-1
                             Orlando, Florida 32811
                           ------------------------
                      (Name and Address of Agent For Service)

                                 (407) 849-1090
                                  -------------
         (Telephone Number, Including Area Code, of Agent for Service)


                 Copy to:         Claude A. Baum, Esq.
                                 Dechert Price & Rhoads
                                   477 Madison Avenue
                              New York, New York 10022-5891


                         CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------
Title of                         Proposed          Proposed
Securities                        Maximum           Maximum         Amount of
to be           Amount to be   Offering Price      Aggregate       Registration
Registered       Registered     Per Share(1)     Offering Price(1)     Fee
-------------------------------------------------------------------------------


Common Stock      125,000           $5.125          $640,625         $220.91
(par value        shares
$.001 per share)
-------------------------------------------------------------------------------

(1) This estimate is made solely for the purpose of determining the amount of
    the registration fee pursuant to Rule 457(c) under the Securities Act of
    1933 and is based upon the average of the high and low prices of the
    Company's Common Stock as reported in the NASDAQ National Market System on
    November 26, 1996.


<PAGE>


                                     PART I

             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information.

Information required by Part I to be contained in the Section 10(a) prospectus
is omitted from this Registration Statement in accordance with the Introductory
Note to Part I of Form S-8.


Item 2. Registrant Information and Employee Plan Annual Information.

Information required by Part I to be contained in the Section 10(a) prospectus
is omittedfrom this Registration Statement in accordance with the Introductory
Note to Part I of Form S-8.


                                PART II

Item 3. Incorporation of Documents by Reference.

The following documents of ELXSI Corporation (the "Registrant") and the 1996
Incentive Stock Option Plan are hereby incorporated by reference in this
Registration Statement as of their respective dates:

        (a)    The Registrant's Annual Report on Form 10-K for the Registrant's
               fiscal year ended December 31, 1995, including the portions of
               the Company's Proxy Statement dated April 9, 1996 incorporated by
               reference into Part III of such Form 10-K;

        (b)    The Registrant's Quarterly Report on Form 10-Q for the quarterly
               period ended March 31, 1996;

        (c)    The Registrant's Quarterly Report on Form 10-Q for the quarterly
               period ended June 30, 1996; and

        (d)    The Registrant's Quarterly Report on Form 10-Q for the quarterly
               period ended September 30, 1996.

All documents subsequently filed by the Registrant pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, prior to
the filing of a post-effective amendment to this Registration Statement which
indicates that all securities offered hereby have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of filing of such reports
and documents. Any statement contained herein or in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such

                                      II-1
<PAGE>


statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Prospectus.


Item 4. Description of Securities.

The authorized capital stock of the Registrant consists of 165,000,000 shares of
capital stock, 160,000,000 of such shares being Common Stock, par value $.001
per share, and 5,000,000 of such shares being preferred stock, par value $.002
per share ("Preferred Stock"). At November 30, 1996: (i) there were
outstanding 4,660,855 shares of Common Stock and no shares of Preferred
Stock, and (ii) the Registrant had granted to directors, officers and employees
options to purchase 588,710 shares of Common Stock.

The Registrant's Certificate of Incorporation authorizes the Registrant's Board
of Directors to provide for the issuance, from time to time, of Preferred Stock
in one or more series, to establish the number of shares to be included in each
such series and to fix the designations, powers, preferences and rights of the
shares of each such series and any qualifications, limitations or restrictions
thereon. Because the Board of Directors has the power to establish the
preferences and rights of the shares of each series of Preferred Stock, it may
afford the holders of any Preferred Stock preferences, powers and rights
(including voting rights) senior to the rights of the holders of Common Stock,
which could adversely affect the rights, including voting rights, of holders of
Common Stock. The Registrant has authorized the issuance of 604,656 shares of
Series A Non-Voting Convertible Preferred Stock, par value $.002 per share. If
and when issued, the Series A Preferred Stock will be convertible under certain
specified conditions into 241,862 shares of the Registrant's Common Stock. The
Series A Preferred Stock will carry a liquidation preference of $.01 per share
and will be non-voting, except as otherwise required by law.

Subject to the rights of holders of Preferred Stock, holders of Common Stock are
entitled to receive dividends when, as and if declared by the Board of
Directors, to share ratably in the assets of the Registrant legally available
for distribution to holders of Common Stock in the event of liquidation and to
one vote per share on all matters to be voted upon by the stockholders. Holders
of Common Stock do not have cumulative voting rights in the election of
directors and have no preemptive, subscription, redemption or conversion rights.

The transfer agent and registrar for the Registrant's Common Stock is
Continental Stock Transfer & Trust Company.


Item 5. Interest of Named Experts and Counsel.

                                  LEGAL OPINION

The legality of the shares of Common Stock of the Registrant offered hereby has
been passed upon for the Company by Dechert Price & Rhoads, 477 Madison Avenue,
New York, New York 10022-5891.


                                      II-2
<PAGE>



                                     EXPERTS

The consolidated financial statements incorporated in this Registration
Statement by reference to the Company's Annual Report on Form 10-K for the year
ended December 31, 1994 have been so incorporated in reliance on the report of
Price Waterhouse LLP, independent accountants, given on the authority of said
firm as experts in auditing and accounting.


Item 6. Indemnification of Directors and Officers.

As provided in Article XI of the Registrant's By-Laws, the Registrant shall, to
the fullest extent permitted by the Delaware General Corporation Law, indemnify
all nonemployee directors. The Registrant shall have the power to indemnify its
officers, employees and other agents as set forth in the Delaware General
Corporation Law. The Registrant has obtained a directors and officers liability
insurance policy which insures such persons against loss arising from certain
claims made by reason of their being directors or officers of the Registrant.


Item 7. Exemption from Registration Claimed.

Not applicable.



Item 8. Exhibits.

The following exhibits are filed herewith:


Exhibit No.    Description

4.1            ELXSI Corporation 1996 Incentive Stock Option Plan

5.1            Opinion of Dechert Price & Rhoads

23.1           Consent of Dechert Price & Rhoads (included in Exhibit 5.1)

23.2           Consent of Price Waterhouse LLP, independent accountants

24.1           Power of Attorney (included on page II-7)


Item 9.  Undertakings.

Undertakings required by Item 512(a) of Regulation S-K

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:


                                      II-3
<PAGE>



                      (a) To include any prospectus required by
                          Section 10(a)(3)of the Securities Act of 1933;

                      (b) To reflect in the prospectus any facts or events
                          arising after the effective date of this 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 this registration statement (Notwithstanding
                          the foregoing, any increase or decrease in volume of
                          securities offered (if the total dollar value of
                          securities offered would not exceed that which was
                          registered) and any deviation from the low or high end
                          of the estimated maximum offering range may be
                          reflected in the form of prospectus filed with the
                          Commission pursuant to Rule 424(b) if, in the
                          aggregate, 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.); and

                      (c) To include any material information with respect to
                          the plan of distribution not previously disclosed in
                          this registration statement or any material change to
                          such information in this registration statement;

               provided, however, that paragraphs (1)(a) and (1)(b) shall not
               apply if the information required to be included in a
               post-effective amendment by those paragraphs is contained in
               periodic reports filed by the registrant pursuant to Section 13
               or 15(d) of the Securities Exchange Act of 1934 that are
               incorporated by reference in this Registration Statement;

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

       (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.


Undertakings required by Item 512(b) of Regulation S-K
------------------------------------------------------

The undersigned Registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in this 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.


Undertakings required by Item 512(h) of Regulation S-K
------------------------------------------------------

Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the


                                      II-4
<PAGE>


foregoing provisions, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by 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 counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act of 1933 and will be governed by the final
adjudication of such.



                                      II-5

<PAGE>




                                    SIGNATURE


     Registrant. Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Orlando, Florida on November 26, 1996.

                                       ELXSI CORPORATION


                                       By:/s/ Alexander M. Milley
                                          -----------------------
                                           Alexander M. Milley
                                           President and Chief
                                           Executive Officer



                                      II-6

<PAGE>



                        POWER OF ATTORNEY AND SIGNATURES

     Each person whose signature appears below constitutes and appoints
Alexander M. Milley, Thomas R. Druggish and David M. Doolittle, and each of
them, 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 all documents in connection therewith, with the Securities
and Exchange Commission under the Securities Act of 1933.

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



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


/s/ Alexander M. Milley     Chairman, President and         November 26, 1996
--------------------------  Chief Executive Officer
Alexander M. Milley         (Principal Executive
                            Officer)



/s/ Thomas R. Druggish      Vice President, Treasurer       November 26, 1996
--------------------------  and Secretary (Principal
Thomas R. Druggish          Financial and Accounting
                            Officer)



/s/ Robert C. Shaw          Director                        November 26, 1996
--------------------------
Robert C. Shaw



/s/ Farrokh K. Kavarana     Director                        November 26, 1996
--------------------------
Farrokh K. Kavarana



/s/ Kevin P. Lynch          Director                        November 26, 1996
--------------------------
Kevin P. Lynch



/s/ Denis M. O'Donnell      Director                        November 18, 1996
--------------------------
Denis M. O'Donnell



                                      II-7
<PAGE>



                                  EXHIBIT INDEX


Exhibit No.     Description                                  Page
-----------     -----------                                  ----

 4.1            ELXSI Corporation 1996 Incentive
                Stock Option Plan

 5.1            Opinion of Dechert Price & Rhoads

23.1            Consent of Dechert Price & Rhoads
                (included in Exhibit 5.1)

23.2            Consent of Price Waterhouse LLP

24.1            Power of Attorney (included on page II-7)

<PAGE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 18393}]
{"company-data": {"conformed-name": "ELXSI CORP /DE//", "cik": "0000712843", "assigned-sic": "5812", "irs-number": "770151523", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-17131", "film-number": "96674901"}, "business-address": {"street1": "4209 VINELAND ROAD SUITE J-I", "city": "ORLANDO", "state": "FL", "zip": "32811", "phone": "4078491090"}, "mail-address": {"street1": "4209 VINELAND ROAD", "street2": "SUITE J-1", "city": "ORLANDO", "state": "FL", "zip": "32811"}, "former-company": [{"former-conformed-name": "ELXSI CORP /DE/", "date-changed": "19920703"}, {"former-conformed-name": "ELXSI LTD", "date-changed": "19870920"}, {"former-conformed-name": "TRILOGY LTD", "date-changed": "19870127"}]}
As filed with the Securities and Exchange Commission on December 2, 1996

                                         Registration Statement No. 33-_______
-------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                ELXSI Corporation
                               -----------------

             (Exact Name of Registrant as Specified in Its Charter)

         (State or Other Jurisdiction of Incorporation or Organization)

                                   77-0151523
                                   ----------
                      (I.R.S. Employer Identification No.)

             4209 Vineland Road, Suite J-1, Orlando, Florida 32811
             -----------------------------------------------------
                    (Address of Principal Executive Offices)

               ELXSI Corporation 1996 Incentive Stock Option Plan
               --------------------------------------------------
                            (Full Title of the Plan)

                               Alexander M. Milley
                      President and Chief Executive Officer
                          4209 Vineland Road, Suite J-1
                             Orlando, Florida 32811
                           ------------------------
                      (Name and Address of Agent For Service)

                                 (407) 849-1090
                                  -------------
         (Telephone Number, Including Area Code, of Agent for Service)

                 Copy to:         Claude A. Baum, Esq.
                                 Dechert Price & Rhoads
                                   477 Madison Avenue
                              New York, New York 10022-5891

                         CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------
Title of                         Proposed          Proposed
Securities                        Maximum           Maximum         Amount of
to be           Amount to be   Offering Price      Aggregate       Registration
Registered       Registered     Per Share(1)     Offering Price(1)     Fee
-------------------------------------------------------------------------------

Common Stock      125,000           $5.125          $640,625         $220.91
(par value        shares
$.001 per share)
-------------------------------------------------------------------------------

(1) This estimate is made solely for the purpose of determining the amount of
    the registration fee pursuant to Rule 457(c) under the Securities Act of
    1933 and is based upon the average of the high and low prices of the
    Company's Common Stock as reported in the NASDAQ National Market System on
    November 26, 1996.
PART I

             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information.

Information required by Part I to be contained in the Section 10(a) prospectus
is omitted from this Registration Statement in accordance with the Introductory
Note to Part I of Form S-8.

Item 2. Registrant Information and Employee Plan Annual Information.

Information required by Part I to be contained in the Section 10(a) prospectus
is omittedfrom this Registration Statement in accordance with the Introductory
Note to Part I of Form S-8.

                                PART II

Item 3. Incorporation of Documents by Reference.

The following documents of ELXSI Corporation (the "Registrant") and the 1996
Incentive Stock Option Plan are hereby incorporated by reference in this
Registration Statement as of their respective dates:

        (a)    The Registrant's Annual Report on Form 10-K for the Registrant's
               fiscal year ended December 31, 1995, including the portions of
               the Company's Proxy Statement dated April 9, 1996 incorporated by
               reference into Part III of such Form 10-K;

        (b)    The Registrant's Quarterly Report on Form 10-Q for the quarterly
               period ended March 31, 1996;

        (c)    The Registrant's Quarterly Report on Form 10-Q for the quarterly
               period ended June 30, 1996; and

        (d)    The Registrant's Quarterly Report on Form 10-Q for the quarterly
               period ended September 30, 1996.

All documents subsequently filed by the Registrant pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, prior to
the filing of a post-effective amendment to this Registration Statement which
indicates that all securities offered hereby have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of filing of such reports
and documents. Any statement contained herein or in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such

                                      II-1
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Prospectus.

Item 4. Description of Securities.

The authorized capital stock of the Registrant consists of 165,000,000 shares of
capital stock, 160,000,000 of such shares being Common Stock, par value $.001
per share, and 5,000,000 of such shares being preferred stock, par value $.002
per share ("Preferred Stock"). At November 30, 1996: (i) there were
outstanding 4,660,855 shares of Common Stock and no shares of Preferred
Stock, and (ii) the Registrant had granted to directors, officers and employees
options to purchase 588,710 shares of Common Stock.

The Registrant's Certificate of Incorporation authorizes the Registrant's Board
of Directors to provide for the issuance, from time to time, of Preferred Stock
in one or more series, to establish the number of shares to be included in each
such series and to fix the designations, powers, preferences and rights of the
shares of each such series and any qualifications, limitations or restrictions
thereon. Because the Board of Directors has the power to establish the
preferences and rights of the shares of each series of Preferred Stock, it may
afford the holders of any Preferred Stock preferences, powers and rights
(including voting rights) senior to the rights of the holders of Common Stock,
which could adversely affect the rights, including voting rights, of holders of
Common Stock. The Registrant has authorized the issuance of 604,656 shares of
Series A Non-Voting Convertible Preferred Stock, par value $.002 per share. If
and when issued, the Series A Preferred Stock will be convertible under certain
specified conditions into 241,862 shares of the Registrant's Common Stock. The
Series A Preferred Stock will carry a liquidation preference of $.01 per share
and will be non-voting, except as otherwise required by law.

Subject to the rights of holders of Preferred Stock, holders of Common Stock are
entitled to receive dividends when, as and if declared by the Board of
Directors, to share ratably in the assets of the Registrant legally available
for distribution to holders of Common Stock in the event of liquidation and to
one vote per share on all matters to be voted upon by the stockholders. Holders
of Common Stock do not have cumulative voting rights in the election of
directors and have no preemptive, subscription, redemption or conversion rights.

The transfer agent and registrar for the Registrant's Common Stock is
Continental Stock Transfer & Trust Company.

Item 5. Interest of Named Experts and Counsel.

                                  LEGAL OPINION

The legality of the shares of Common Stock of the Registrant offered hereby has
been passed upon for the Company by Dechert Price & Rhoads, 477 Madison Avenue,
New York, New York 10022-5891.

                                      II-2
EXPERTS

The consolidated financial statements incorporated in this Registration
Statement by reference to the Company's Annual Report on Form 10-K for the year
ended December 31, 1994 have been so incorporated in reliance on the report of
Price Waterhouse LLP, independent accountants, given on the authority of said
firm as experts in auditing and accounting.

Item 6. Indemnification of Directors and Officers.

As provided in Article XI of the Registrant's By-Laws, the Registrant shall, to
the fullest extent permitted by the Delaware General Corporation Law, indemnify
all nonemployee directors. The Registrant shall have the power to indemnify its
officers, employees and other agents as set forth in the Delaware General
Corporation Law. The Registrant has obtained a directors and officers liability
insurance policy which insures such persons against loss arising from certain
claims made by reason of their being directors or officers of the Registrant.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

The following exhibits are filed herewith:

Exhibit No.    Description

4.1            ELXSI Corporation 1996 Incentive Stock Option Plan

5.1            Opinion of Dechert Price & Rhoads

23.1           Consent of Dechert Price & Rhoads (included in Exhibit 5.1)

23.2           Consent of Price Waterhouse LLP, independent accountants

24.1           Power of Attorney (included on page II-7)

Item 9.  Undertakings.

Undertakings required by Item 512(a) of Regulation S-K

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:

                                      II-3
(a) To include any prospectus required by
                          Section 10(a)(3)of the Securities Act of 1933;

                      (b) To reflect in the prospectus any facts or events
                          arising after the effective date of this 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 this registration statement (Notwithstanding
                          the foregoing, any increase or decrease in volume of
                          securities offered (if the total dollar value of
                          securities offered would not exceed that which was
                          registered) and any deviation from the low or high end
                          of the estimated maximum offering range may be
                          reflected in the form of prospectus filed with the
                          Commission pursuant to Rule 424(b) if, in the
                          aggregate, 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.); and

                      (c) To include any material information with respect to
                          the plan of distribution not previously disclosed in
                          this registration statement or any material change to
                          such information in this registration statement;

               provided, however, that paragraphs (1)(a) and (1)(b) shall not
               apply if the information required to be included in a
               post-effective amendment by those paragraphs is contained in
               periodic reports filed by the registrant pursuant to Section 13
               or 15(d) of the Securities Exchange Act of 1934 that are
               incorporated by reference in this Registration Statement;

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

       (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.

Undertakings required by Item 512(b) of Regulation S-K
------------------------------------------------------

The undersigned Registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in this 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.

Undertakings required by Item 512(h) of Regulation S-K
------------------------------------------------------

Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the

                                      II-4
foregoing provisions, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by 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 counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act of 1933 and will be governed by the final
adjudication of such.

                                      II-5
SIGNATURE

     Registrant. Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Orlando, Florida on November 26, 1996.

                                       ELXSI CORPORATION

                                       By:/s/ Alexander M. Milley
                                          -----------------------
                                           Alexander M. Milley
                                           President and Chief
                                           Executive Officer

                                      II-6
POWER OF ATTORNEY AND SIGNATURES

     Each person whose signature appears below constitutes and appoints
Alexander M. Milley, Thomas R. Druggish and David M. Doolittle, and each of
them, 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 all documents in connection therewith, with the Securities
and Exchange Commission under the Securities Act of 1933.

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

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

/s/ Alexander M. Milley     Chairman, President and         November 26, 1996
--------------------------  Chief Executive Officer
Alexander M. Milley         (Principal Executive
                            Officer)

/s/ Thomas R. Druggish      Vice President, Treasurer       November 26, 1996
--------------------------  and Secretary (Principal
Thomas R. Druggish          Financial and Accounting
                            Officer)

/s/ Robert C. Shaw          Director                        November 26, 1996
--------------------------
Robert C. Shaw

/s/ Farrokh K. Kavarana     Director                        November 26, 1996
--------------------------
Farrokh K. Kavarana

/s/ Kevin P. Lynch          Director                        November 26, 1996
--------------------------
Kevin P. Lynch

/s/ Denis M. O'Donnell      Director                        November 18, 1996
--------------------------
Denis M. O'Donnell

                                      II-7
EXHIBIT INDEX

Exhibit No.     Description                                  Page
-----------     -----------                                  ----

 4.1            ELXSI Corporation 1996 Incentive
                Stock Option Plan

 5.1            Opinion of Dechert Price & Rhoads

23.1            Consent of Dechert Price & Rhoads
                (included in Exhibit 5.1)

23.2            Consent of Price Waterhouse LLP

24.1            Power of Attorney (included on page II-7)