AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 4, 2004


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

                               -------------------
                               LECROY CORPORATION
             (Exact Name of Registrant as Specified in its Charter)

              DELAWARE                                 13-2507777
     (State or Other Jurisdiction                    (I.R.S. Employer
    of Incorporation or Organization)                Identification No.)

             700 CHESTNUT RIDGE ROAD, CHESTNUT RIDGE, NEW YORK 10977
               (Address of Principal Executive Offices) (Zip Code)

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

        LeCroy Corporation Amended and Restated 1993 Stock Incentive Plan
    LeCroy Corporation Amended and Restated 1995 Employee Stock Purchase Plan
                  LeCroy Corporation 2003 Stock Incentive Plan
                            (Full title of the plans)

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

                   THOMAS H. RESLEWIC, CHIEF EXECUTIVE OFFICER
                               LECROY CORPORATION
                             700 CHESTNUT RIDGE ROAD
                         CHESTNUT RIDGE, NEW YORK 10977
                     (Name and address of agent for service)

                                 (845) 425-2000
          (Telephone number, including area code, of agent for service)

                                    Copy to:
                             ROGER D. FELDMAN, ESQ.
                             FISH & RICHARDSON P.C.
                               225 FRANKLIN STREET
                           BOSTON, MASSACHUSETTS 02110
                                 (617) 956-5924

                         CALCULATION OF REGISTRATION FEE
================================================================================
                                        Proposed       Proposed      Amount Of
Title Of Each Class Of                   Maximum        Maximum     Registration
      Securities           Amount       Offering       Aggregate        Fee
        To Be               To Be       Price Per      Offering
      Registered        Registered (1)  Share (2)      Price (2)
--------------------------------------------------------------------------------
Common Stock, $0.01      2,570,088       $22.22     $57,107,355.36   $7,235.50
par value per share
================================================================================

(1) In accordance with Rule 416(c) under the Securities Act of 1933, as
amended, this Registration Statement shall also cover any additional shares
of the Registrant's Common Stock which become issuable under the plans by
reason of a stock dividend, stock split, recapitalization or other similar
transaction.

(2) This estimate is made pursuant to Rule 457(h) solely for the purpose of
calculating the registration fee. It is not known how many shares will be
purchased under the plans or at what price such shares will be purchased. The
above calculation is based on the offering of 2,570,088 shares registered
hereunder at a purchase price of $22.22 per share, which is the average of
the high and low prices of the Registrant's Common Stock as listed on The
Nasdaq National Market on February 26, 2004.


<PAGE>
                                      -1-


                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.  PLAN INFORMATION.

         The information required by Item 1 is included in documents sent or
given to participants in the plans covered by this Registration Statement
pursuant to Rule 428(b)(1) of the Securities Act of 1933, as amended (the
"Securities Act").

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

         The information required by Item 2 is included in documents sent or
given to participants in the plans covered by this Registration Statement
pursuant to Rule 428(b)(1) of the Securities Act.


                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed by LeCroy Corporation (the "Registrant")
with the SEC are incorporated by reference into this Registration Statement:

         1. The Registrant's Annual Report on Form 10-K/A for the fiscal year
ended June 30, 2003;

         2. All other reports filed by the Registrant pursuant to Sections
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), since the end of the Registrant's 2003 fiscal year; and

         3. The descriptions of the Registrant's common stock that are
contained in the registration statements filed under Section 12 of the Exchange
Act, including any amendment or report filed for the purpose of updating such
descriptions.

         In addition, all documents filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of filing
of this Registration Statement and prior to the filing of a post-effective
amendment that indicates that all securities registered hereby have been sold or
that deregisters all of such securities then remaining unsold, shall be deemed
to be incorporated by reference into this Registration Statement from the
respective dates of filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Fish & Richardson P.C., Boston, Massachusetts, will provide the Registrant
with a legal opinion in connection with the securities being registered hereby.
Roger D. Feldman, a principal of Fish & Richardson  P.C., is an  Assistant
Secretary of the Registrant. Mr. Feldman holds as trustee of certain trusts an
aggregate of 76,607 shares of common stock of the Registrant. Mr. Feldman
disclaims beneficial ownership of these shares.

<PAGE>
                                       -2-


ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 145 of the Delaware General Corporation Law empowers a Delaware
corporation to indemnify its officers and directors and certain other persons to
the extent and under the circumstances set forth therein.

         The Registrant's By-Laws and Certificate of Incorporation provide for
indemnification of officers and directors of the Registrant and certain other
persons against liabilities and expenses incurred by any of them in certain
stated proceedings and under certain stated conditions. The Registrant has
entered into indemnification agreements with its executive officers and
directors, pursuant to which the Registrant has agreed to indemnify such persons
to the fullest extent permitted by law, and providing for certain other
protections.

         The Registrant maintains insurance for the benefit of its directors and
officers insuring such persons against certain liabilities, including
liabilities under applicable securities laws.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

         The following exhibits are filed as part of this Registration
Statement:

Exhibit No.                      Description

4.1      LeCroy Corporation Amended and Restated 1993 Stock Incentive Plan
         (incorporated by reference to Exhibit 10.1 to the Registrant's
         Registration Statement on Form S-1 (Registration No. 33-95620) filed
         with the SEC on August 9,1995).

4.2      Amendment to the LeCroy Corporation Amended and Restated 1993 Stock
         Incentive Plan, dated August 16, 2000 (incorporated by reference to
         Exhibit 10.33 to the Registrant's Form 10-Q filed with the SEC on
         November 3, 2000).

4.3      LeCroy Corporation Amended and Restated 1995 Employee Stock Purchase
         Plan (incorporated by reference to Appendix B to the Registrant's Proxy
         Statement filed with the SEC on September 26, 2003).

4.4      LeCroy Corporation 2003 Stock Incentive Plan (incorporated by reference
         to Appendix A to the Registrant's Proxy Statement filed with the SEC on
         September 26, 2003).

5        Opinion of Fish & Richardson P.C. as to the legality of the securities
         being registered.

23.1     Consent of Fish & Richardson P.C. (included in Exhibit 5).

23.2     Consent of KPMG LLP.

23.3     Consent of Ernst & Young LLP.

24       Power of Attorney (included on the signature pages of this Registration
         Statement).
<PAGE>

                                      -3-

ITEM 9.  UNDERTAKINGS.

         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 to include any material information with respect to
                  the plan of distribution not previously disclosed in this
                  Registration Statement or any material change to such
                  information in this Registration Statement.

         (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 that remain
                  unsold at the termination of the offering.

         (4)      That, for purposes of determining any liability under the
                  Securities Act, each filing of the Registrant's annual report
                  pursuant to Sections 13(a) or 15(d) of the Securities Exchange
                  Act of 1934, as amended (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 this Registration Statement shall
                  be deemed to be a new registration statement relating to the
                  securities offered therein, and the offering of such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof.

         (5)      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 SEC such indemnification is
                  against public policy as expressed in the Securities Act and
                  is, therefore, unenforceable. In the event that a claim for
                  indemnification against such liabilities (other than the
                  payment by the Registrant 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.


<PAGE>
                                      -4-

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all 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 Town of Chestnut Ridge, State of New York, on March 4,
2004.


                                          LECROY CORPORATION


                                          By:   /s/ Thomas H. Reslewic
                                              ------------------------------
                                          Name:  Thomas H. Reslewic
                                          Title: President, Chief Executive
                                                 Officer and Director



                                POWER OF ATTORNEY

         Each person whose signature appears below hereby appoints Scott D.
Kantor and Roger D. Feldman, and each of them singly, acting alone and without
the other, his true and lawful attorney-in-fact and agent with full power of
substitution and resubstitution in each of them, for him and his name, place and
stead, and in any and all capacities, to do and perform any and all acts and to
sign any and all amendments (including without limitation post-effective
amendments) to this registration statement on Form S-8 and to file the same,
with all exhibits thereto and other documents in connection therewith necessary
or advisable to enable the Registrant to comply with the Securities Act of 1933,
as amended, and any rules, regulations and requirements of the Securities and
Exchange Commission in respect thereof, which amendments may make such other
changes in the Registration Statement as the aforesaid attorney-in-fact
executing the same deems 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:


       SIGNATURE                      TITLE                            DATE


/s/ Charles A. Dickinson           Chairman of the Board          March 4, 2004
---------------------------------  of Directors
    Charles A. Dickinson


/s/ Thomas H. Reslewic             President, Chief Executive     March 4, 2004
---------------------------------  Officer and Director
    Thomas H. Reslewic


<PAGE>

                                      -5-

/s/ Scott D. Kantor                Vice President, Finance,       March 4, 2004
---------------------------------  Chief Financial Officer,
    Scott D. Kantor                Secretary  and Treasurer
                                   (Principal Financial and
                                   Accounting Officer)


/s/ Robert E. Anderson             Director                       March 4, 2004
---------------------------------
    Robert E. Anderson


/s/ Peter H. Kamin                 Director                       March 4, 2004
---------------------------------
    Peter H. Kamin


/s/ Walter O. LeCroy, Jr,          Director                       March 4, 2004
---------------------------------
    Walter O. LeCroy, Jr.



/s/ William G. Scheerer            Director                       March 4, 2004
---------------------------------
    William G. Scheerer


/s/ Allyn C. Woodward, Jr.         Director                       March 4, 2004
---------------------------------
    Allyn C. Woodward, Jr.





<PAGE>

                                      -6-

                                  EXHIBIT INDEX


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

4.1      LeCroy Corporation Amended and Restated 1993 Stock Incentive
         Plan (incorporated by reference to Exhibit 10.1 to the
         Registrant's Registration Statement on Form S-1
         (Registration No. 33-95620) filed with the SEC on
         August 9,1995).

4.2      Amendment to LeCroy Corporation Amended and Restated
         1993 Stock Incentive Plan, dated August 16, 2000
         (incorporated by reference to Exhibit 10.33 to the
         Registrant's Form 10-Q filed with the SEC on
         November 3, 2000).

4.3      LeCroy Corporation Amended and Restated 1995 Employee
         Stock Purchase Plan (incorporated by reference to
         Appendix B to the Registrant's Proxy Statement filed
         with the SEC on September 26, 2003).

4.4      LeCroy Corporation 2003 Stock Incentive Plan (incorporated
         by reference to Appendix A to the Registrant's Proxy
         Statement filed with the SEC on September 26, 2003).

5        Opinion of Fish & Richardson P.C. as to the legality of the
         securities being registered.

23.1     Consent of Fish & Richardson P.C. (included in Exhibit 5).

23.2     Consent of KPMG LLP.

23.3     Consent of Ernst & Young LLP.

24       Power of Attorney (included on the signature pages of this
         Registration Statement).

* Refers to page number in sequentially numbered copy.
[{"type": "S-8", "sequence": "1", "filename": "s15-4306_s8.txt", "description": "FORM S-8", "secsgml_size_bytes": 17517}]
{"company-data": {"conformed-name": "LECROY CORP", "cik": "0000943580", "assigned-sic": "3825", "irs-number": "132507777", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-113271", "film-number": "04648775"}, "business-address": {"street1": "700 CHESTNUT RIDGE RD", "city": "CHESTNUT RIDGE", "state": "NY", "zip": "10977", "phone": "9144252000"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 4, 2004

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

                               -------------------
                               LECROY CORPORATION
             (Exact Name of Registrant as Specified in its Charter)

              DELAWARE                                 13-2507777
     (State or Other Jurisdiction                    (I.R.S. Employer
    of Incorporation or Organization)                Identification No.)

             700 CHESTNUT RIDGE ROAD, CHESTNUT RIDGE, NEW YORK 10977
               (Address of Principal Executive Offices) (Zip Code)

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

        LeCroy Corporation Amended and Restated 1993 Stock Incentive Plan
    LeCroy Corporation Amended and Restated 1995 Employee Stock Purchase Plan
                  LeCroy Corporation 2003 Stock Incentive Plan
                            (Full title of the plans)

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

                   THOMAS H. RESLEWIC, CHIEF EXECUTIVE OFFICER
                               LECROY CORPORATION
                             700 CHESTNUT RIDGE ROAD
                         CHESTNUT RIDGE, NEW YORK 10977
                     (Name and address of agent for service)

                                 (845) 425-2000
          (Telephone number, including area code, of agent for service)

                                    Copy to:
                             ROGER D. FELDMAN, ESQ.
                             FISH & RICHARDSON P.C.
                               225 FRANKLIN STREET
                           BOSTON, MASSACHUSETTS 02110
                                 (617) 956-5924

                         CALCULATION OF REGISTRATION FEE
================================================================================
                                        Proposed       Proposed      Amount Of
Title Of Each Class Of                   Maximum        Maximum     Registration
      Securities           Amount       Offering       Aggregate        Fee
        To Be               To Be       Price Per      Offering
      Registered        Registered (1)  Share (2)      Price (2)
--------------------------------------------------------------------------------
Common Stock, $0.01      2,570,088       $22.22     $57,107,355.36   $7,235.50
par value per share
================================================================================

(1) In accordance with Rule 416(c) under the Securities Act of 1933, as
amended, this Registration Statement shall also cover any additional shares
of the Registrant's Common Stock which become issuable under the plans by
reason of a stock dividend, stock split, recapitalization or other similar
transaction.

(2) This estimate is made pursuant to Rule 457(h) solely for the purpose of
calculating the registration fee. It is not known how many shares will be
purchased under the plans or at what price such shares will be purchased. The
above calculation is based on the offering of 2,570,088 shares registered
hereunder at a purchase price of $22.22 per share, which is the average of
the high and low prices of the Registrant's Common Stock as listed on The
Nasdaq National Market on February 26, 2004.
-1-

                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.  PLAN INFORMATION.

         The information required by Item 1 is included in documents sent or
given to participants in the plans covered by this Registration Statement
pursuant to Rule 428(b)(1) of the Securities Act of 1933, as amended (the
"Securities Act").

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

         The information required by Item 2 is included in documents sent or
given to participants in the plans covered by this Registration Statement
pursuant to Rule 428(b)(1) of the Securities Act.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed by LeCroy Corporation (the "Registrant")
with the SEC are incorporated by reference into this Registration Statement:

         1. The Registrant's Annual Report on Form 10-K/A for the fiscal year
ended June 30, 2003;

         2. All other reports filed by the Registrant pursuant to Sections
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), since the end of the Registrant's 2003 fiscal year; and

         3. The descriptions of the Registrant's common stock that are
contained in the registration statements filed under Section 12 of the Exchange
Act, including any amendment or report filed for the purpose of updating such
descriptions.

         In addition, all documents filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of filing
of this Registration Statement and prior to the filing of a post-effective
amendment that indicates that all securities registered hereby have been sold or
that deregisters all of such securities then remaining unsold, shall be deemed
to be incorporated by reference into this Registration Statement from the
respective dates of filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Fish & Richardson P.C., Boston, Massachusetts, will provide the Registrant
with a legal opinion in connection with the securities being registered hereby.
Roger D. Feldman, a principal of Fish & Richardson  P.C., is an  Assistant
Secretary of the Registrant. Mr. Feldman holds as trustee of certain trusts an
aggregate of 76,607 shares of common stock of the Registrant. Mr. Feldman
disclaims beneficial ownership of these shares.
-2-

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 145 of the Delaware General Corporation Law empowers a Delaware
corporation to indemnify its officers and directors and certain other persons to
the extent and under the circumstances set forth therein.

         The Registrant's By-Laws and Certificate of Incorporation provide for
indemnification of officers and directors of the Registrant and certain other
persons against liabilities and expenses incurred by any of them in certain
stated proceedings and under certain stated conditions. The Registrant has
entered into indemnification agreements with its executive officers and
directors, pursuant to which the Registrant has agreed to indemnify such persons
to the fullest extent permitted by law, and providing for certain other
protections.

         The Registrant maintains insurance for the benefit of its directors and
officers insuring such persons against certain liabilities, including
liabilities under applicable securities laws.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

         The following exhibits are filed as part of this Registration
Statement:

Exhibit No.                      Description

4.1      LeCroy Corporation Amended and Restated 1993 Stock Incentive Plan
         (incorporated by reference to Exhibit 10.1 to the Registrant's
         Registration Statement on Form S-1 (Registration No. 33-95620) filed
         with the SEC on August 9,1995).

4.2      Amendment to the LeCroy Corporation Amended and Restated 1993 Stock
         Incentive Plan, dated August 16, 2000 (incorporated by reference to
         Exhibit 10.33 to the Registrant's Form 10-Q filed with the SEC on
         November 3, 2000).

4.3      LeCroy Corporation Amended and Restated 1995 Employee Stock Purchase
         Plan (incorporated by reference to Appendix B to the Registrant's Proxy
         Statement filed with the SEC on September 26, 2003).

4.4      LeCroy Corporation 2003 Stock Incentive Plan (incorporated by reference
         to Appendix A to the Registrant's Proxy Statement filed with the SEC on
         September 26, 2003).

5        Opinion of Fish & Richardson P.C. as to the legality of the securities
         being registered.

23.1     Consent of Fish & Richardson P.C. (included in Exhibit 5).

23.2     Consent of KPMG LLP.

23.3     Consent of Ernst & Young LLP.

24       Power of Attorney (included on the signature pages of this Registration
         Statement).
-3-

ITEM 9.  UNDERTAKINGS.

         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 to include any material information with respect to
                  the plan of distribution not previously disclosed in this
                  Registration Statement or any material change to such
                  information in this Registration Statement.

         (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 that remain
                  unsold at the termination of the offering.

         (4)      That, for purposes of determining any liability under the
                  Securities Act, each filing of the Registrant's annual report
                  pursuant to Sections 13(a) or 15(d) of the Securities Exchange
                  Act of 1934, as amended (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 this Registration Statement shall
                  be deemed to be a new registration statement relating to the
                  securities offered therein, and the offering of such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof.

         (5)      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 SEC such indemnification is
                  against public policy as expressed in the Securities Act and
                  is, therefore, unenforceable. In the event that a claim for
                  indemnification against such liabilities (other than the
                  payment by the Registrant 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.
-4-

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all 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 Town of Chestnut Ridge, State of New York, on March 4,
2004.

                                          LECROY CORPORATION

                                          By:   /s/ Thomas H. Reslewic
                                              ------------------------------
                                          Name:  Thomas H. Reslewic
                                          Title: President, Chief Executive
                                                 Officer and Director

                                POWER OF ATTORNEY

         Each person whose signature appears below hereby appoints Scott D.
Kantor and Roger D. Feldman, and each of them singly, acting alone and without
the other, his true and lawful attorney-in-fact and agent with full power of
substitution and resubstitution in each of them, for him and his name, place and
stead, and in any and all capacities, to do and perform any and all acts and to
sign any and all amendments (including without limitation post-effective
amendments) to this registration statement on Form S-8 and to file the same,
with all exhibits thereto and other documents in connection therewith necessary
or advisable to enable the Registrant to comply with the Securities Act of 1933,
as amended, and any rules, regulations and requirements of the Securities and
Exchange Commission in respect thereof, which amendments may make such other
changes in the Registration Statement as the aforesaid attorney-in-fact
executing the same deems 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:

       SIGNATURE                      TITLE                            DATE

/s/ Charles A. Dickinson           Chairman of the Board          March 4, 2004
---------------------------------  of Directors
    Charles A. Dickinson

/s/ Thomas H. Reslewic             President, Chief Executive     March 4, 2004
---------------------------------  Officer and Director
    Thomas H. Reslewic
-5-

/s/ Scott D. Kantor                Vice President, Finance,       March 4, 2004
---------------------------------  Chief Financial Officer,
    Scott D. Kantor                Secretary  and Treasurer
                                   (Principal Financial and
                                   Accounting Officer)

/s/ Robert E. Anderson             Director                       March 4, 2004
---------------------------------
    Robert E. Anderson

/s/ Peter H. Kamin                 Director                       March 4, 2004
---------------------------------
    Peter H. Kamin

/s/ Walter O. LeCroy, Jr,          Director                       March 4, 2004
---------------------------------
    Walter O. LeCroy, Jr.

/s/ William G. Scheerer            Director                       March 4, 2004
---------------------------------
    William G. Scheerer

/s/ Allyn C. Woodward, Jr.         Director                       March 4, 2004
---------------------------------
    Allyn C. Woodward, Jr.
-6-

                                  EXHIBIT INDEX

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

4.1      LeCroy Corporation Amended and Restated 1993 Stock Incentive
         Plan (incorporated by reference to Exhibit 10.1 to the
         Registrant's Registration Statement on Form S-1
         (Registration No. 33-95620) filed with the SEC on
         August 9,1995).

4.2      Amendment to LeCroy Corporation Amended and Restated
         1993 Stock Incentive Plan, dated August 16, 2000
         (incorporated by reference to Exhibit 10.33 to the
         Registrant's Form 10-Q filed with the SEC on
         November 3, 2000).

4.3      LeCroy Corporation Amended and Restated 1995 Employee
         Stock Purchase Plan (incorporated by reference to
         Appendix B to the Registrant's Proxy Statement filed
         with the SEC on September 26, 2003).

4.4      LeCroy Corporation 2003 Stock Incentive Plan (incorporated
         by reference to Appendix A to the Registrant's Proxy
         Statement filed with the SEC on September 26, 2003).

5        Opinion of Fish & Richardson P.C. as to the legality of the
         securities being registered.

23.1     Consent of Fish & Richardson P.C. (included in Exhibit 5).

23.2     Consent of KPMG LLP.

23.3     Consent of Ernst & Young LLP.

24       Power of Attorney (included on the signature pages of this
         Registration Statement).

* Refers to page number in sequentially numbered copy.