As filed with the Securities and Exchange Commission on June 28, 2002
                                                    Registration No. 333-_______
--------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                            ELCOM INTERNATIONAL, INC.
             (Exact Name of Registrant as Specified in its Charter)

              Delaware                                   04-3175156
   (State or Other Jurisdiction of          (I.R.S. Employer Identification No.)
   Incorporation or Organization)

                            Elcom International, Inc.
                                  10 Oceana Way
                          Norwood, Massachusetts 02062
          (Address of Principal Executive Offices, including Zip Code)


            THE 2002 STOCK OPTION PLAN OF ELCOM INTERNATIONAL, INC.,
                            (Full Title of the Plan)

                                   ----------

Robert J. Crowell                                With a copy to:
Chairman of the Board of Directors               Douglas A. Neary, Esq.
and Chief Executive Officer                      Calfee, Halter & Griswold LLP
Elcom International, Inc.                        1400 McDonald Investment Center
10 Oceana Way                                    800 Superior Avenue
Norwood, Massachusetts 02062                     Cleveland, Ohio 44114
(781) 440-3333                                   (216) 622-8200


 (Name, Address and Telephone Number, including Area Code, of Agent for Service)


                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------
                                                           Proposed         Proposed
                                                            maximum         maximum
                                             Amount        offering         aggregate       Amount of
                                             to be           Price          offering       registration
Title of securities to be registered       registered    per share (1)      Price (1)          fee
----------------------------------------------------------------------------------------------------------
<S>                                       <C>                <C>            <C>               <C>
                                          1,800,000(2)
Common Stock, par value $.01 per share        (3)            $0.40          $720,000          $67.00
----------------------------------------------------------------------------------------------------------
</TABLE>

(1)   Estimated in accordance with Rule 457(c) under the Securities Act of 1933,
      as amended (the "Securities Act") solely for the purpose of calculating
      the registration fee and based upon the average of the high and low sales
      price of the common stock, par value $.01 per share, of Elcom
      International, Inc. (the "Common Stock") reported on the Nasdaq National
      Market on June 24, 2002.

(2)   The 1,800,000 shares of Common Stock being registered are issuable
      pursuant to The 2002 Stock Option Plan of Elcom International, Inc.(the
      "Plan").

(3)   Pursuant to Rule 416 under the Securities Act, this registration statement
      also covers such additional shares of Common Stock which may be issued or
      become issuable under the terms of the Plan in order to prevent dilution
      resulting from any stock split, stock dividend or similar transaction.


<PAGE>


                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3. Incorporation of Certain Documents by Reference.

      The following documents of Elcom International, Inc. (the "Company")
previously filed with the Securities and Exchange Commission (the "Commission"),
are incorporated herein by reference:

      1.    The Company's Annual Report on Form 10-K for the year ended December
            31, 2001;

      2.    The Company's Quarterly Report on Form 10-Q for the quarterly period
            ended March 31, 2002;

      3.    The Company's Current Report on Form 8-K, filed on April 10, 2002;

      4.    The Company's Current Report on Form 8-K, filed on January 11, 2002;
            and

      5.    The description of the Common Stock contained in the Company's
            Registration Statement on Form 8-A (Reg. No. 00-27376);

other than the portions of such documents that, by statute, by designation in
such document or otherwise, are not deemed to be filed with the Commission or
are not required to be incorporated herein by reference.

      All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 (the "Exchange
Act") after the date of this Registration Statement, prior to the filing of a
post-effective amendment which indicates that all securities offered 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, other than the portions of
such documents which by statute, by designation in such document or otherwise,
are not deemed to be filed with the Commission or are not required to be
incorporated herein by reference.

      Any statement contained in a document incorporated or deemed to be
incorporated by reference in this Registration Statement shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained in this Registration Statement or in any other
subsequently filed document that also is or is deemed to be incorporated by
reference in this Registration Statement modifies or supersedes such statement.
Any such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities.

      Not applicable.

Item 5. Interests of Named Experts and Counsel.

      Not applicable.


                                      II-1
<PAGE>


Item 6. Indemnification of Directors and Officers.

      Section 145 of the Delaware General Corporation Law (the "DGCL") sets
forth the conditions and limitations governing the indemnification of officers,
directors and other persons. Section 145 provides that a corporation shall have
the power to indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an action
by or in the right of the corporation) by reason of the fact that he or she is
or was a director, officer, employee or agent of the corporation, or was serving
at the request of the corporation in a similar capacity with another corporation
or other entity, against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement incurred in connection therewith if he or she
acted in good faith and in a manner that he or she reasonably believed to be in
or not opposed to the best interests of the corporation. With respect to a suit
by or in the right of the corporation, indemnity may be provided to the
foregoing persons under Section 145 on a basis similar to that set forth above,
except that no indemnity may be provided in respect of any claim, issue or
matter as to which such person has been adjudged to be liable to the corporation
unless and to the extent that the Delaware Court of Chancery or the court in
which such action, suit or proceeding was brought determines that despite the
adjudication of liability, but in view of all the circumstances of the case,
such person is entitled to indemnity for such expenses as the court deems
proper. Moreover, Section 145 provides for mandatory indemnification of a
Director, officer, employee or agent of the corporation to the extent that such
person has been successful in defense of any such action, suit or proceeding and
provides that a corporation may pay the expenses of an officer or director in
defending an action, suit or proceeding upon receipt of an undertaking to repay
such amounts if it is ultimately determined that such person is not entitled to
be indemnified. Section 145 establishes provisions for determining that a given
person is entitled to indemnification, and also provides that the
indemnification provided by or granted under Section 145 is not exclusive of any
rights to indemnity or advancement of expenses to which such person may be
entitled under any by-law, agreement, vote of stockholders or disinterested
Directors or otherwise.

      Article SEVENTH of the Company's Second Restated Certificate of
Incorporation (the "Certificate"), provides that the directors of the Company
shall incur no personal liability to the Company or its stockholders for
monetary damages for the breach of fiduciary duty as a director; provided, that
such director liability shall not be limited or eliminated (i) for any breach of
the director's duty of loyalty to the Company or its stockholders, (ii) for any
acts or omissions by the director not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL,
or (iv) for any transaction from which the director derived an improper personal
benefit.

      Article EIGHTH of the Company's Certificate provides in part that the
Company shall indemnify any director or officer who was or is a party or is
threatened to be made a party to, or is involved in, any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that he or she is or was a director or
officer of the Company, or is or was serving at the request of the Company, as a
director, officer, partner, trustee, employee or agent of certain other
entities, against all expense, liability and loss (including attorneys' fees,
judgments, fines, excise taxes or penalties and amounts paid or to be paid in
settlement) actually or reasonably incurred or suffered by such person in
connection with such action, suit or proceeding.

      The Company also has entered into indemnity agreements (the "Indemnity
Agreements") with its directors and executive officers that expand the
protection provided to the Company's directors and officers and are based upon
sections of the DGCL and Article EIGHTH of the Company's Certificate that
recognize the validity of additional indemnity rights granted by agreement. The
substantive content of the Indemnity Agreements and Article EIGHTH of the
Certificate is substantially the same except that, pursuant to the Indemnity
Agreements, indemnity is expressly provided for settlements in derivative


                                      II-2
<PAGE>


actions and partial indemnification is permitted in the event that the director
or executive officer is not entitled to full indemnification.

      Both the DGCL and Article EIGHTH of the Company's Certificate provide that
the Company may maintain insurance to cover losses incurred pursuant to
liability of directors and officers of the Company. The Company maintains
insurance policies insuring its directors and officers against certain losses
incurred by them as a result of claims based upon their actions or statements
(including omissions to act or to make statements) as directors and officers.
The aggregate amount payable for individual directors and officers under such
policies during the one-year policy term is limited to $10 million. After
certain deductibles, the Company is entitled to reimbursement of up to $10
million under such policies in connection with its indemnification of directors
and officers.

      The Company also maintains an insurance policy insuring those individuals
who are fiduciaries, as defined by the Employee Retirement Income Security Act
of 1974, under certain employee benefit plans of the Company and its
subsidiaries against certain losses incurred by them as a result of claims based
on their responsibilities, obligations and duties under such Act. This fiduciary
policy is subject to certain deductibles and has an annual aggregate limit of $3
million.

Item 7. Exemption From Registration Claimed.

      Not applicable.

Item 8. Exhibits.

      See the Exhibit Index at Page E-1 of this Registration Statement.

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;

      (ii) To reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the Registration Statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent 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
registration statement is on


                                      II-3
<PAGE>


Form S-3, Form S-8 or Form F-3, and the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed with or furnished to the Commission by the registrant pursuant to Section
13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the 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.

      (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 of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) 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 of 1933 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 Act and will
be governed by the final adjudication of such issue.


                                      II-4
<PAGE>


                                   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 Norwood, State of Massachusetts, on the 28th day of
June, 2002


                                     ELCOM INTERNATIONAL, INC.

                                     By: /s/ Robert J. Crowell
                                         ---------------------------------------
                                           Robert J. Crowell
                                           Chairman of the Board of Directors
                                           and Chief Executive Officer
                                           (Principal Executive Officer)


      Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on June 28, 2002.


           Signature                              Title
           ---------                              -----

/s/ Robert J. Crowell               Chairman of the Board of Directors
------------------------------
Robert J. Crowell                   and Chief Executive Officer
                                    (Principal Executive Officer)

/s/ Peter A. Rendall                Chief Financial Officer and Secretary
------------------------------      (Principal Financial and Accounting Officer)
Peter A. Rendall


/s/ William W. Smith                Vice Chairman and a Director
------------------------------
William W. Smith


/s/ Richard J. Harries, Jr.         Director
------------------------------
Richard J. Harries, Jr.


/s/ John W. Ortiz                   Director
------------------------------
John W. Ortiz


                                      II-5
<PAGE>


                            ELCOM INTERNATIONAL, INC.
                                  EXHIBIT INDEX


Exhibit                              Exhibit
Number                             Description
-------                            -----------

4.1       Second Restated Certificate of Incorporation of the Registrant. (1)

4.2       By-Laws of the Registrant, amended as of November 6, 1995. (2)

4.4       Specimen certificate for the Common Stock, par value $.01, of the
          Registrant. (2)

4.5       Form of 8% Series A Convertible Preferred Stock Purchase Agreement,
          with attached list of purchasers and number of shares purchased, as of
          December 10, 1993. (2)

4.6       Form of Series B Preferred Stock Purchase Agreement for Closings held
          on April 15, June 21 and August 11, 1994, with attached list of
          purchasers and number of shares purchased. (2)

4.7       Form of Series B Preferred Stock Purchase Agreement for Closings held
          on December 30, 1994 and February 6, 1995, with attached list of
          purchasers and number of shares purchased. (2)

4.8       Form of Series C Preferred Stock Purchase Agreement for Closings held
          on June 22 and June 30, 1995, with attached list of purchasers and
          number of shares purchased. (2)

4.9       Securities Agreement, dated December 1, 1993, as amended February 1,
          1994, by and among the Registrant, Robert J. Crowell, and 19 other
          listed purchasers, as of June 2, 1995 (2) and list of other assignees
          of certain registration rights thereunder. (3)

4.10      Securities Agreement, dated October 28, 1994, by and among the former
          stockholders of Computer Specialties, Inc. and the Registrant. (2)

4.11      Computerware Stockholders' Agreement, dated February 6, 1995, by and
          among the Registrant, Robert J. Crowell and the former shareholders of
          Computerware Business Trust. (2)

4.12      Amended and Restated Lantec Stockholders' Agreement, dated April 6,
          1996, by and among the Registrant, Robert J. Crowell and the former
          shareholders of a group of related United Kingdom corporations known
          as "Lantec" (4), and Renouncement of related Board Observer Right
          effective December 16, 1999. (5)

4.13      Form of Lantec Warrant Agreement, dated January 7, 2000, with attached
          Second Amended List of Holders of Warrants to Purchase Common Shares
          of the Registrant. (5)


4.14      AMA Securities Agreement, dated February 29, 1996, by and among the
          Registrant and the former stockholders of AMA (UK) Limited. (3)


                                       E-1

<PAGE>


4.15      Amended and Restated Structured Equity Line Flexible Financing
          Agreement ("Equity Line Agreement"), dated April 7, 2000, between the
          registrant and Cripple Creek Securities, LLC. (6)

4.15.1    Amendment No. 1 to the Equity Line Agreement, dated April 27, 2000.
          (7)

4.15.2    Amendment No. 2 to the Equity Line Agreement, dated June 12, 2000. (8)

4.16      Amended and Restated Registration Rights Agreement, dated April 7,
          2000, between the Registrant and Cripple Creek Securities, LLC. (6)

4.17.1    Warrant Agreement, dated December 3, 2001, between Registrant and
          Cripple Creek Securities, LLC, related to the issuance of 145,200
          shares of common stock to Cripple Creek. (9)

4.17.2    Warrant Agreement, dated December 3, 2001, between Registrant and
          Cripple Creek Securities, LLC, related to the issuance of 4,800 shares
          of common stock to Cripple Creek. (9)

4.18      Warrant Agreement, dated as of December 30, 1999, between the Company
          and Wit Capital Corporation. (10)

4.19      Asset Purchase and Sale Agreement by and between Elcom Services Group
          and ePlus Technology, Inc., dated March 25, 2002. (11)

4.20      Amendment to Asset Purchase Agreement by and between Elcom Services
          Group and ePlus Technology, Inc. (11)

4.21      Registration Rights Agreement by and between Registrant and ePlus
          Technology, Inc., dated March 29, 2002. (11)

4.22      Warrant by and between Registrant and ePlus Technology, Inc., dated
          March 29, 2002. (11)

4.23      The 2002 Stock Option Plan of the Registrant. (x)

5.1       Opinion of Calfee, Halter & Griswold LLP as to the validity of the
          securities being offered. (x)

23.1      Consent of KPMG LLP. (x)

23.2      Consent of Calfee, Halter & Griswold LLP (included in Exhibit 5.1).


(1)   Previously filed as an exhibit to Registrant's Annual Report on Form 10-K
      for the year ended December 31, 1995 (File No. 000-27376), and
      incorporated herein by reference.


                                      E-2
<PAGE>


(2)   Previously filed as an exhibit to Registration Statement No. 33-98866 on
      Form S-1, and incorporated herein by reference.

(3)   Previously filed as an exhibit to Registrant's Annual Report on Form 10-K
      (File No. 000-27376) for the year ended December 31, 1996, and
      incorporated herein by reference.

(4)   Previously filed as an exhibit to Registrant's Quarterly Report on Form
      10-Q (File No. 000-27376) for the quarter ended March 31, 1996, and
      incorporated herein by reference.

(5)   Previously filed as an exhibit to Registrant's Annual Report on Form 10-K
      (File No. 000-27376) for the year ended December 31, 1999, and
      incorporated herein by reference.

(6)   Previously filed as an exhibit to Registration Statement No. 333-94743 on
      April 11, 2000, on Form S-3 and incorporated herein by reference.

(7)   Previously filed as an exhibit to Registration Statement No. 333-94743, on
      April 28, 2000, and incorporated herein by reference.

(8)   Previously filed as an exhibit to Registrant's Quarterly Report on Form
      10-Q (File No. 000-27376) for the quarter ended June 30, 2000 and
      incorporated herein by reference.

(9)   Previously filed as an exhibit to Registrant's Annual Report on Form 10-K
      (File No. 000-27376) for the year ended December 31, 2001, and
      incorporated herein by reference.

(10)  Previously filed as an exhibit to Registration No. 333-94743 on January 1,
      2000, on Form S-3 and incorporated herein by reference.

(11)  Previously filed as an exhibit to the Registrant's Current Report on Form
      8-K filed on April 10, 2002, and incorporated herein by reference.

(x)   Filed herewith.


                                      E-3
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{"company-data": {"conformed-name": "ELCOM INTERNATIONAL INC", "cik": "0000900096", "assigned-sic": "7371", "irs-number": "043175156", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-91488", "film-number": "02691405"}, "business-address": {"street1": "10 OCEANA WAY", "street2": "SUITE 102", "city": "NORWOOD", "state": "MA", "zip": "02062", "phone": "7814403333"}, "mail-address": {"street1": "10 OCEANA WAY", "city": "NORWOOD", "state": "MA", "zip": "02062"}, "former-company": {"former-conformed-name": "CATALINK DIRECT INC", "date-changed": "19951103"}}
As filed with the Securities and Exchange Commission on June 28, 2002
                                                    Registration No. 333-_______
--------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                            ELCOM INTERNATIONAL, INC.
             (Exact Name of Registrant as Specified in its Charter)

              Delaware                                   04-3175156
   (State or Other Jurisdiction of          (I.R.S. Employer Identification No.)
   Incorporation or Organization)

                            Elcom International, Inc.
                                  10 Oceana Way
                          Norwood, Massachusetts 02062
          (Address of Principal Executive Offices, including Zip Code)

            THE 2002 STOCK OPTION PLAN OF ELCOM INTERNATIONAL, INC.,
                            (Full Title of the Plan)

                                   ----------

Robert J. Crowell                                With a copy to:
Chairman of the Board of Directors               Douglas A. Neary, Esq.
and Chief Executive Officer                      Calfee, Halter & Griswold LLP
Elcom International, Inc.                        1400 McDonald Investment Center
10 Oceana Way                                    800 Superior Avenue
Norwood, Massachusetts 02062                     Cleveland, Ohio 44114
(781) 440-3333                                   (216) 622-8200

 (Name, Address and Telephone Number, including Area Code, of Agent for Service)

                         CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------------------------------------------------
                                                           Proposed         Proposed
                                                            maximum         maximum
                                             Amount        offering         aggregate       Amount of
                                             to be           Price          offering       registration
Title of securities to be registered       registered    per share (1)      Price (1)          fee
----------------------------------------------------------------------------------------------------------
1,800,000(2)
Common Stock, par value $.01 per share        (3)            $0.40          $720,000          $67.00
----------------------------------------------------------------------------------------------------------
(1)   Estimated in accordance with Rule 457(c) under the Securities Act of 1933,
      as amended (the "Securities Act") solely for the purpose of calculating
      the registration fee and based upon the average of the high and low sales
      price of the common stock, par value $.01 per share, of Elcom
      International, Inc. (the "Common Stock") reported on the Nasdaq National
      Market on June 24, 2002.

(2)   The 1,800,000 shares of Common Stock being registered are issuable
      pursuant to The 2002 Stock Option Plan of Elcom International, Inc.(the
      "Plan").

(3)   Pursuant to Rule 416 under the Securities Act, this registration statement
      also covers such additional shares of Common Stock which may be issued or
      become issuable under the terms of the Plan in order to prevent dilution
      resulting from any stock split, stock dividend or similar transaction.
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Certain Documents by Reference.

      The following documents of Elcom International, Inc. (the "Company")
previously filed with the Securities and Exchange Commission (the "Commission"),
are incorporated herein by reference:

      1.    The Company's Annual Report on Form 10-K for the year ended December
            31, 2001;

      2.    The Company's Quarterly Report on Form 10-Q for the quarterly period
            ended March 31, 2002;

      3.    The Company's Current Report on Form 8-K, filed on April 10, 2002;

      4.    The Company's Current Report on Form 8-K, filed on January 11, 2002;
            and

      5.    The description of the Common Stock contained in the Company's
            Registration Statement on Form 8-A (Reg. No. 00-27376);

other than the portions of such documents that, by statute, by designation in
such document or otherwise, are not deemed to be filed with the Commission or
are not required to be incorporated herein by reference.

      All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 (the "Exchange
Act") after the date of this Registration Statement, prior to the filing of a
post-effective amendment which indicates that all securities offered 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, other than the portions of
such documents which by statute, by designation in such document or otherwise,
are not deemed to be filed with the Commission or are not required to be
incorporated herein by reference.

      Any statement contained in a document incorporated or deemed to be
incorporated by reference in this Registration Statement shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained in this Registration Statement or in any other
subsequently filed document that also is or is deemed to be incorporated by
reference in this Registration Statement modifies or supersedes such statement.
Any such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities.

      Not applicable.

Item 5. Interests of Named Experts and Counsel.

      Not applicable.

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

      Section 145 of the Delaware General Corporation Law (the "DGCL") sets
forth the conditions and limitations governing the indemnification of officers,
directors and other persons. Section 145 provides that a corporation shall have
the power to indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an action
by or in the right of the corporation) by reason of the fact that he or she is
or was a director, officer, employee or agent of the corporation, or was serving
at the request of the corporation in a similar capacity with another corporation
or other entity, against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement incurred in connection therewith if he or she
acted in good faith and in a manner that he or she reasonably believed to be in
or not opposed to the best interests of the corporation. With respect to a suit
by or in the right of the corporation, indemnity may be provided to the
foregoing persons under Section 145 on a basis similar to that set forth above,
except that no indemnity may be provided in respect of any claim, issue or
matter as to which such person has been adjudged to be liable to the corporation
unless and to the extent that the Delaware Court of Chancery or the court in
which such action, suit or proceeding was brought determines that despite the
adjudication of liability, but in view of all the circumstances of the case,
such person is entitled to indemnity for such expenses as the court deems
proper. Moreover, Section 145 provides for mandatory indemnification of a
Director, officer, employee or agent of the corporation to the extent that such
person has been successful in defense of any such action, suit or proceeding and
provides that a corporation may pay the expenses of an officer or director in
defending an action, suit or proceeding upon receipt of an undertaking to repay
such amounts if it is ultimately determined that such person is not entitled to
be indemnified. Section 145 establishes provisions for determining that a given
person is entitled to indemnification, and also provides that the
indemnification provided by or granted under Section 145 is not exclusive of any
rights to indemnity or advancement of expenses to which such person may be
entitled under any by-law, agreement, vote of stockholders or disinterested
Directors or otherwise.

      Article SEVENTH of the Company's Second Restated Certificate of
Incorporation (the "Certificate"), provides that the directors of the Company
shall incur no personal liability to the Company or its stockholders for
monetary damages for the breach of fiduciary duty as a director; provided, that
such director liability shall not be limited or eliminated (i) for any breach of
the director's duty of loyalty to the Company or its stockholders, (ii) for any
acts or omissions by the director not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL,
or (iv) for any transaction from which the director derived an improper personal
benefit.

      Article EIGHTH of the Company's Certificate provides in part that the
Company shall indemnify any director or officer who was or is a party or is
threatened to be made a party to, or is involved in, any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that he or she is or was a director or
officer of the Company, or is or was serving at the request of the Company, as a
director, officer, partner, trustee, employee or agent of certain other
entities, against all expense, liability and loss (including attorneys' fees,
judgments, fines, excise taxes or penalties and amounts paid or to be paid in
settlement) actually or reasonably incurred or suffered by such person in
connection with such action, suit or proceeding.

      The Company also has entered into indemnity agreements (the "Indemnity
Agreements") with its directors and executive officers that expand the
protection provided to the Company's directors and officers and are based upon
sections of the DGCL and Article EIGHTH of the Company's Certificate that
recognize the validity of additional indemnity rights granted by agreement. The
substantive content of the Indemnity Agreements and Article EIGHTH of the
Certificate is substantially the same except that, pursuant to the Indemnity
Agreements, indemnity is expressly provided for settlements in derivative

                                      II-2
actions and partial indemnification is permitted in the event that the director
or executive officer is not entitled to full indemnification.

      Both the DGCL and Article EIGHTH of the Company's Certificate provide that
the Company may maintain insurance to cover losses incurred pursuant to
liability of directors and officers of the Company. The Company maintains
insurance policies insuring its directors and officers against certain losses
incurred by them as a result of claims based upon their actions or statements
(including omissions to act or to make statements) as directors and officers.
The aggregate amount payable for individual directors and officers under such
policies during the one-year policy term is limited to $10 million. After
certain deductibles, the Company is entitled to reimbursement of up to $10
million under such policies in connection with its indemnification of directors
and officers.

      The Company also maintains an insurance policy insuring those individuals
who are fiduciaries, as defined by the Employee Retirement Income Security Act
of 1974, under certain employee benefit plans of the Company and its
subsidiaries against certain losses incurred by them as a result of claims based
on their responsibilities, obligations and duties under such Act. This fiduciary
policy is subject to certain deductibles and has an annual aggregate limit of $3
million.

Item 7. Exemption From Registration Claimed.

      Not applicable.

Item 8. Exhibits.

      See the Exhibit Index at Page E-1 of this Registration Statement.

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;

      (ii) To reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the Registration Statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent 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
registration statement is on

                                      II-3
Form S-3, Form S-8 or Form F-3, and the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed with or furnished to the Commission by the registrant pursuant to Section
13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the 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.

      (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 of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) 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 of 1933 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 Act and will
be governed by the final adjudication of such issue.

                                      II-4
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 Norwood, State of Massachusetts, on the 28th day of
June, 2002

                                     ELCOM INTERNATIONAL, INC.

                                     By: /s/ Robert J. Crowell
                                         ---------------------------------------
                                           Robert J. Crowell
                                           Chairman of the Board of Directors
                                           and Chief Executive Officer
                                           (Principal Executive Officer)

      Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on June 28, 2002.

           Signature                              Title
           ---------                              -----

/s/ Robert J. Crowell               Chairman of the Board of Directors
------------------------------
Robert J. Crowell                   and Chief Executive Officer
                                    (Principal Executive Officer)

/s/ Peter A. Rendall                Chief Financial Officer and Secretary
------------------------------      (Principal Financial and Accounting Officer)
Peter A. Rendall

/s/ William W. Smith                Vice Chairman and a Director
------------------------------
William W. Smith

/s/ Richard J. Harries, Jr.         Director
------------------------------
Richard J. Harries, Jr.

/s/ John W. Ortiz                   Director
------------------------------
John W. Ortiz

                                      II-5
ELCOM INTERNATIONAL, INC.
                                  EXHIBIT INDEX

Exhibit                              Exhibit
Number                             Description
-------                            -----------

4.1       Second Restated Certificate of Incorporation of the Registrant. (1)

4.2       By-Laws of the Registrant, amended as of November 6, 1995. (2)

4.4       Specimen certificate for the Common Stock, par value $.01, of the
          Registrant. (2)

4.5       Form of 8% Series A Convertible Preferred Stock Purchase Agreement,
          with attached list of purchasers and number of shares purchased, as of
          December 10, 1993. (2)

4.6       Form of Series B Preferred Stock Purchase Agreement for Closings held
          on April 15, June 21 and August 11, 1994, with attached list of
          purchasers and number of shares purchased. (2)

4.7       Form of Series B Preferred Stock Purchase Agreement for Closings held
          on December 30, 1994 and February 6, 1995, with attached list of
          purchasers and number of shares purchased. (2)

4.8       Form of Series C Preferred Stock Purchase Agreement for Closings held
          on June 22 and June 30, 1995, with attached list of purchasers and
          number of shares purchased. (2)

4.9       Securities Agreement, dated December 1, 1993, as amended February 1,
          1994, by and among the Registrant, Robert J. Crowell, and 19 other
          listed purchasers, as of June 2, 1995 (2) and list of other assignees
          of certain registration rights thereunder. (3)

4.10      Securities Agreement, dated October 28, 1994, by and among the former
          stockholders of Computer Specialties, Inc. and the Registrant. (2)

4.11      Computerware Stockholders' Agreement, dated February 6, 1995, by and
          among the Registrant, Robert J. Crowell and the former shareholders of
          Computerware Business Trust. (2)

4.12      Amended and Restated Lantec Stockholders' Agreement, dated April 6,
          1996, by and among the Registrant, Robert J. Crowell and the former
          shareholders of a group of related United Kingdom corporations known
          as "Lantec" (4), and Renouncement of related Board Observer Right
          effective December 16, 1999. (5)

4.13      Form of Lantec Warrant Agreement, dated January 7, 2000, with attached
          Second Amended List of Holders of Warrants to Purchase Common Shares
          of the Registrant. (5)

4.14      AMA Securities Agreement, dated February 29, 1996, by and among the
          Registrant and the former stockholders of AMA (UK) Limited. (3)

                                       E-1
4.15      Amended and Restated Structured Equity Line Flexible Financing
          Agreement ("Equity Line Agreement"), dated April 7, 2000, between the
          registrant and Cripple Creek Securities, LLC. (6)

4.15.1    Amendment No. 1 to the Equity Line Agreement, dated April 27, 2000.
          (7)

4.15.2    Amendment No. 2 to the Equity Line Agreement, dated June 12, 2000. (8)

4.16      Amended and Restated Registration Rights Agreement, dated April 7,
          2000, between the Registrant and Cripple Creek Securities, LLC. (6)

4.17.1    Warrant Agreement, dated December 3, 2001, between Registrant and
          Cripple Creek Securities, LLC, related to the issuance of 145,200
          shares of common stock to Cripple Creek. (9)

4.17.2    Warrant Agreement, dated December 3, 2001, between Registrant and
          Cripple Creek Securities, LLC, related to the issuance of 4,800 shares
          of common stock to Cripple Creek. (9)

4.18      Warrant Agreement, dated as of December 30, 1999, between the Company
          and Wit Capital Corporation. (10)

4.19      Asset Purchase and Sale Agreement by and between Elcom Services Group
          and ePlus Technology, Inc., dated March 25, 2002. (11)

4.20      Amendment to Asset Purchase Agreement by and between Elcom Services
          Group and ePlus Technology, Inc. (11)

4.21      Registration Rights Agreement by and between Registrant and ePlus
          Technology, Inc., dated March 29, 2002. (11)

4.22      Warrant by and between Registrant and ePlus Technology, Inc., dated
          March 29, 2002. (11)

4.23      The 2002 Stock Option Plan of the Registrant. (x)

5.1       Opinion of Calfee, Halter & Griswold LLP as to the validity of the
          securities being offered. (x)

23.1      Consent of KPMG LLP. (x)

23.2      Consent of Calfee, Halter & Griswold LLP (included in Exhibit 5.1).

(1)   Previously filed as an exhibit to Registrant's Annual Report on Form 10-K
      for the year ended December 31, 1995 (File No. 000-27376), and
      incorporated herein by reference.

                                      E-2
(2)   Previously filed as an exhibit to Registration Statement No. 33-98866 on
      Form S-1, and incorporated herein by reference.

(3)   Previously filed as an exhibit to Registrant's Annual Report on Form 10-K
      (File No. 000-27376) for the year ended December 31, 1996, and
      incorporated herein by reference.

(4)   Previously filed as an exhibit to Registrant's Quarterly Report on Form
      10-Q (File No. 000-27376) for the quarter ended March 31, 1996, and
      incorporated herein by reference.

(5)   Previously filed as an exhibit to Registrant's Annual Report on Form 10-K
      (File No. 000-27376) for the year ended December 31, 1999, and
      incorporated herein by reference.

(6)   Previously filed as an exhibit to Registration Statement No. 333-94743 on
      April 11, 2000, on Form S-3 and incorporated herein by reference.

(7)   Previously filed as an exhibit to Registration Statement No. 333-94743, on
      April 28, 2000, and incorporated herein by reference.

(8)   Previously filed as an exhibit to Registrant's Quarterly Report on Form
      10-Q (File No. 000-27376) for the quarter ended June 30, 2000 and
      incorporated herein by reference.

(9)   Previously filed as an exhibit to Registrant's Annual Report on Form 10-K
      (File No. 000-27376) for the year ended December 31, 2001, and
      incorporated herein by reference.

(10)  Previously filed as an exhibit to Registration No. 333-94743 on January 1,
      2000, on Form S-3 and incorporated herein by reference.

(11)  Previously filed as an exhibit to the Registrant's Current Report on Form
      8-K filed on April 10, 2002, and incorporated herein by reference.

(x)   Filed herewith.

                                      E-3