<PAGE>   1
     As filed with the Securities and Exchange Commission on October 9, 1996
                                                              NO. 333-__________


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


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


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


         DELAWARE                                         NONE
(State or other jurisdiction of           (I. R. S. Employer Identification No.)
incorporation or organization)
                                12725 STOWE DRIVE
                             POWAY, CALIFORNIA 92064
                (Address of Principal Executive Office)(Zip Code)

                            CONSULTANT'S STOCK BONUS
                            (Full title of the plan)

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

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


<TABLE>
<CAPTION>
                                                   CALCULATION OF REGISTRATION FEE
====================================================================================================================================
                                                                 PROPOSED MAXIMUM      PROPOSED MAXIMUM
 TITLE OF SECURITIES TO BE      AMOUNT TO BE REGISTERED         OFFERING PRICE PER    AGGREGATE OFFERING   AMOUNT OF REGISTRATION
         REGISTERED                                                 SHARE (1)              PRICE (1)                 FEE
------------------------------------------------------------------------------------------------------------------------------------
<S>                                      <C>                           <C>                 <C>                    <C>     
Common Stock, $.001 par
value                                    200,000                       $0.89               $178,000               $ 100.00
------------------------------------------------------------------------------------------------------------------------------------
Warrants to purchase 150,000
shares of Common Stock,
$.001 par value                          150,000                      --- (2)               --- (2)                  ---
------------------------------------------------------------------------------------------------------------------------------------
Common Stock, $.001 par
value, issuable upon exercise
of warrants (3)                          150,000                       $0.89               $133,500               $ 100.00
------------------------------------------------------------------------------------------------------------------------------------
     Total Fee                                                                                                    $ 200.00
====================================================================================================================================
</TABLE>

(1)      These figures are estimates made solely for the purpose of calculating
         the registration fee pursuant to Rule 457(c). The average of the bid
         and asked prices for the Common Stock on October 2, 1996, as reported
         by NASDAQ, was $0.89.

(2)      The Warrants will be issued for nominal consideration.

(3)      The exercise price of the Warrants is not presently determinable. The
         price is estimated solely for the purpose of calculating the
         registration fee pursuant to Rule 457(c) as described in Note (1),
         above.




<PAGE>   2



                                     PART I

                           INFORMATION REQUIRED IN THE
                            SECTION 10(a) PROSPECTUS

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




                                        2

<PAGE>   3



                                     PART II

                           INFORMATION REQUIRED IN THE
                             REGISTRATION STATEMENT


ITEM 3.           INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

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

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

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

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

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

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

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


ITEM 4.           DESCRIPTION OF SECURITIES

                  The authorized capital stock of the Company consists of
60,000,000 shares of Common Stock, $.001 per share par value and 5,000,000
shares of Preferred Stock, $.001 per share par value. As of October 8, 1996,
there were 22,308,611 shares of Common Stock issued and outstanding. No shares
of Preferred Stock are outstanding.

Common Stock

                  Holders of shares of Common Stock are entitled to one vote per
share on matters to be voted upon by the stockholders of the Company. Holders of
shares of Common Stock do not have cumulative voting rights; therefore, the
holder of more than 50% of the Common Stock will have the ability to elect all
of the Company's directors. Holders of shares of Common Stock will be entitled
to receive dividends when, as and if declared by the Board of Directors and to
share ratably in the assets


                                        3

<PAGE>   4



of the Company legally available for distribution to its stockholders in the
event of the liquidation, dissolution or winding up of the Company, in each case
subject to the rights of the holders of any shares of Preferred Stock issued by
the Company. Holders of Common Stock have no preemptive, subscription,
redemption or conversion rights.

Warrants

                  Each Warrant entitles the registered holder to purchase one
share of Common Stock at a price of $0.65625 per share until 2001, subject to
adjustment.

                  The exercise price of the Warrants and the number and kind of
Common Stock or other securities or property to be obtained upon exercise of the
Warrants are subject to adjustment in certain circumstances, including a stock
split of, or stock dividend on, or a subdivision, combination or
recapitalization of, the Common Stock. The exercise price of the Warrants is
subject to adjustment in the event that the Company issues and sells Common
Stock at a price which is less than the then current market price of the Common
Stock. Additionally, an adjustment would be made upon a merger or consolidation
of the Company into or with another company or the sale of all or substantially
all of the assets of the Company so as to enable Warrantholders to purchase the
kind and number of shares of stock or other securities or property (including
cash) receivable in such event by a holder of the number of shares of Common
Stock that might otherwise have been purchased upon exercise of such Warrants.
Warrantholders, under such circumstances, also may be entitled to receive
additional consideration. The Warrants do not confer upon the holder any voting
or any other rights of a stockholder of the Company.

                  Each Warrant may be exercised upon surrender of the Warrant
certificate at any time on or prior to the expiration date, if earlier, of such
warrant at the offices of Interwest Transfer Company (the "Warrant Agent"), with
the form of "Election to Purchase" on the reverse side of the Warrant
certificate completed and executed as indicated, accompanied by payment of the
full exercise price (by certified check payable to the order of the Company) for
the number of shares of Common Stock being purchased.

Delaware Anti-Takeover Law

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

ITEM 5.           INTERESTS OF NAMED EXPERTS AND COUNSEL

                  The validity of the securities registered hereunder (the
"Plan") has been passed upon by Higham, McConnell & Dunning. Higham, McConnell &
Dunning will receive the shares of Common Stock and Warrants registered
hereunder.



                                        4

<PAGE>   5




ITEM 6.           INDEMNIFICATION OF DIRECTORS AND OFFICERS.

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

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

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

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

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

ITEM 7.           EXEMPTION FROM REGISTRATION CLAIMED.

                  Not applicable.

ITEM 8.           EXHIBITS.

                  See Exhibit Index appearing at sequentially numbered page 7.



                                        5

<PAGE>   6



ITEM 9.           UNDERTAKINGS.

                  The undersigned registrant hereby undertakes:

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

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

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

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

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




                                        6

<PAGE>   7



                                  EXHIBIT INDEX


<TABLE>
<CAPTION>
Exhibit                                                                                               Sequentially
Number            Description                                                                         Numbered Page
------            -----------                                                                         -------------


<S>                                                                                                     <C>
4.1               Form of Fee Agreement with Higham, McConnell & Dunning.                                  9

4.2               Form of Warrant Agreement.                                                              12

5.1               Opinion of Higham, McConnell & Dunning                                                  23

23.1              Consent of Higham, McConnell & Dunning                                                  23
                  (included in Exhibit 5.1).

23.2              Consent of Ernst & Young, Independent Chartered Public Accountants.                     25
</TABLE>





                                        7

<PAGE>   8



                                   SIGNATURES

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

                                    NORRIS COMMUNICATIONS, INC.


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

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

                                POWER OF ATTORNEY

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

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

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

         Name                       Position                     Date   
         ----                       --------                     ----   
                                                                             
/s/ R. Gordon Root            President and Chief            October 8, 1996 
R. Gordon Root                Executive Officer                              
                              and Director                          
                                                                             
/s/ Kathleen E. Terry         Chief Financial Officer and    October 8, 1996 
Kathleen E. Terry             (principal financial and                       
                              accounting officer)                            
                                                                             
/s/ Elwood G. Norris          Director                       October 8, 1996 
Elwood G. Norris                                                             
                                                                             
                                                                             
/s/ Robert Putnam             Director                       October 8, 1996 
Robert Putnam                                                                
                                                                             
                                                                             
/s/ James D. Miller           Director                       October 8, 1996 
James D. Miller                                              







                                        8
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 21243}]
{"company-data": {"conformed-name": "NORRIS COMMUNICATIONS CORP", "cik": "0000886328", "assigned-sic": "3672", "irs-number": "330591385", "state-of-incorporation": "A0", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-13779", "film-number": "96641212"}, "business-address": {"street1": "12725 STOWE DRIVE", "city": "POWAY", "state": "CA", "zip": "92064", "phone": "6196791504"}}
1
     As filed with the Securities and Exchange Commission on October 9, 1996
                                                              NO. 333-__________

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

         DELAWARE                                         NONE
(State or other jurisdiction of           (I. R. S. Employer Identification No.)
incorporation or organization)
                                12725 STOWE DRIVE
                             POWAY, CALIFORNIA 92064
                (Address of Principal Executive Office)(Zip Code)

                            CONSULTANT'S STOCK BONUS
                            (Full title of the plan)

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

                                 (619) 679-1504
          (Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
====================================================================================================================================
                                                                 PROPOSED MAXIMUM      PROPOSED MAXIMUM
 TITLE OF SECURITIES TO BE      AMOUNT TO BE REGISTERED         OFFERING PRICE PER    AGGREGATE OFFERING   AMOUNT OF REGISTRATION
         REGISTERED                                                 SHARE (1)              PRICE (1)                 FEE
------------------------------------------------------------------------------------------------------------------------------------
Common Stock, $.001 par
value                                    200,000                       $0.89               $178,000               $ 100.00
------------------------------------------------------------------------------------------------------------------------------------
Warrants to purchase 150,000
shares of Common Stock,
$.001 par value                          150,000                      --- (2)               --- (2)                  ---
------------------------------------------------------------------------------------------------------------------------------------
Common Stock, $.001 par
value, issuable upon exercise
of warrants (3)                          150,000                       $0.89               $133,500               $ 100.00
------------------------------------------------------------------------------------------------------------------------------------
     Total Fee                                                                                                    $ 200.00
====================================================================================================================================
(1)      These figures are estimates made solely for the purpose of calculating
         the registration fee pursuant to Rule 457(c). The average of the bid
         and asked prices for the Common Stock on October 2, 1996, as reported
         by NASDAQ, was $0.89.

(2)      The Warrants will be issued for nominal consideration.

(3)      The exercise price of the Warrants is not presently determinable. The
         price is estimated solely for the purpose of calculating the
         registration fee pursuant to Rule 457(c) as described in Note (1),
         above.
2

                                     PART I

                           INFORMATION REQUIRED IN THE
                            SECTION 10(a) PROSPECTUS

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

                                        2
3

                                     PART II

                           INFORMATION REQUIRED IN THE
                             REGISTRATION STATEMENT

ITEM 3.           INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

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

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

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

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

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

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

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

ITEM 4.           DESCRIPTION OF SECURITIES

                  The authorized capital stock of the Company consists of
60,000,000 shares of Common Stock, $.001 per share par value and 5,000,000
shares of Preferred Stock, $.001 per share par value. As of October 8, 1996,
there were 22,308,611 shares of Common Stock issued and outstanding. No shares
of Preferred Stock are outstanding.

Common Stock

                  Holders of shares of Common Stock are entitled to one vote per
share on matters to be voted upon by the stockholders of the Company. Holders of
shares of Common Stock do not have cumulative voting rights; therefore, the
holder of more than 50% of the Common Stock will have the ability to elect all
of the Company's directors. Holders of shares of Common Stock will be entitled
to receive dividends when, as and if declared by the Board of Directors and to
share ratably in the assets

                                        3
4

of the Company legally available for distribution to its stockholders in the
event of the liquidation, dissolution or winding up of the Company, in each case
subject to the rights of the holders of any shares of Preferred Stock issued by
the Company. Holders of Common Stock have no preemptive, subscription,
redemption or conversion rights.

Warrants

                  Each Warrant entitles the registered holder to purchase one
share of Common Stock at a price of $0.65625 per share until 2001, subject to
adjustment.

                  The exercise price of the Warrants and the number and kind of
Common Stock or other securities or property to be obtained upon exercise of the
Warrants are subject to adjustment in certain circumstances, including a stock
split of, or stock dividend on, or a subdivision, combination or
recapitalization of, the Common Stock. The exercise price of the Warrants is
subject to adjustment in the event that the Company issues and sells Common
Stock at a price which is less than the then current market price of the Common
Stock. Additionally, an adjustment would be made upon a merger or consolidation
of the Company into or with another company or the sale of all or substantially
all of the assets of the Company so as to enable Warrantholders to purchase the
kind and number of shares of stock or other securities or property (including
cash) receivable in such event by a holder of the number of shares of Common
Stock that might otherwise have been purchased upon exercise of such Warrants.
Warrantholders, under such circumstances, also may be entitled to receive
additional consideration. The Warrants do not confer upon the holder any voting
or any other rights of a stockholder of the Company.

                  Each Warrant may be exercised upon surrender of the Warrant
certificate at any time on or prior to the expiration date, if earlier, of such
warrant at the offices of Interwest Transfer Company (the "Warrant Agent"), with
the form of "Election to Purchase" on the reverse side of the Warrant
certificate completed and executed as indicated, accompanied by payment of the
full exercise price (by certified check payable to the order of the Company) for
the number of shares of Common Stock being purchased.

Delaware Anti-Takeover Law

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

ITEM 5.           INTERESTS OF NAMED EXPERTS AND COUNSEL

                  The validity of the securities registered hereunder (the
"Plan") has been passed upon by Higham, McConnell & Dunning. Higham, McConnell &
Dunning will receive the shares of Common Stock and Warrants registered
hereunder.

                                        4
5

ITEM 6.           INDEMNIFICATION OF DIRECTORS AND OFFICERS.

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

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

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

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

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

ITEM 7.           EXEMPTION FROM REGISTRATION CLAIMED.

                  Not applicable.

ITEM 8.           EXHIBITS.

                  See Exhibit Index appearing at sequentially numbered page 7.

                                        5
6

ITEM 9.           UNDERTAKINGS.

                  The undersigned registrant hereby undertakes:

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

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

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

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

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

                                        6
7

                                  EXHIBIT INDEX
Exhibit                                                                                               Sequentially
Number            Description                                                                         Numbered Page
------            -----------                                                                         -------------
4.1               Form of Fee Agreement with Higham, McConnell & Dunning.                                  9

4.2               Form of Warrant Agreement.                                                              12

5.1               Opinion of Higham, McConnell & Dunning                                                  23

23.1              Consent of Higham, McConnell & Dunning                                                  23
                  (included in Exhibit 5.1).

23.2              Consent of Ernst & Young, Independent Chartered Public Accountants.                     25
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                                   SIGNATURES

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

                                    NORRIS COMMUNICATIONS, INC.

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

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

                                POWER OF ATTORNEY

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

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

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

         Name                       Position                     Date   
         ----                       --------                     ----   
                                                                             
/s/ R. Gordon Root            President and Chief            October 8, 1996 
R. Gordon Root                Executive Officer                              
                              and Director                          
                                                                             
/s/ Kathleen E. Terry         Chief Financial Officer and    October 8, 1996 
Kathleen E. Terry             (principal financial and                       
                              accounting officer)                            
                                                                             
/s/ Elwood G. Norris          Director                       October 8, 1996 
Elwood G. Norris                                                             
                                                                             
                                                                             
/s/ Robert Putnam             Director                       October 8, 1996 
Robert Putnam                                                                
                                                                             
                                                                             
/s/ James D. Miller           Director                       October 8, 1996 
James D. Miller                                              

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