U. S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                          COMMUNICATIONS RESEARCH, INC.


             (Exact name of registrant as specified in its charter)

                                     NEVADA
         (State or other jurisdiction of incorporation or organization)

                                   22-2991753
                      (IRS Employer Identification Number)

                67 Ramapo Valley Road, Suite103, Mahwah, NJ 07430
                    (Address of principal executive offices)

                              Incorp Services, Inc.
                       6075 South Eastern Avenue, Suite 1
                            Las Vegas, NV 89119-3146
                     (Name and address of agent for service)

                                 (201) 684-0880
          (Telephone number, including area code of agent for service)

                              CONSULTING AGREEMENT
                            (Full title of the Plans)

                                    Copy to:
                                 Carl R. Ceragno
                         67 Ramapo Valley Road, Suite103
                                Mahwah, NJ 07430

                         CALCULATION OF REGISTRATION FEE

-------------------------------------------------------------------------------
                                        Proposed       Proposed
                                        maximum        maximum
                                        offering       aggregate   Amount of
Title of securities   Amount to be      price          offering    registration
to be registered      registered        per share(2)   price (2)   fee (3)
-------------------------------------------------------------------------------
Common Stock,        1,500,000          $.001          $1,500         $0.19
$.001 par value      ------------                                   ------------
      TOTAL          1,500,000                                        $0.19
-------------------------------------------------------------------------------

<PAGE>

                                     PART I

The documents containing the information specified in Part I of Form S-8 (plan
information and registrant information) will be sent or given to employees as
specified by Rule 428(b)(1) of the Securities Act of 1933, as amended (the
"Act"). 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, which include the
statement of availability required by Item 2 of Form S-8, and the documents
incorporated by reference in this Registration Statement pursuant to Item 3 of
Form S-8 (Part II hereof), taken together, constitute a prospectus that meets
the requirements of Section 10(a) of the Act.

                                     PART II

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

The following documents filed with the Securities and Exchange Commission are
hereby incorporated by reference:

(a) Form 10K filed for the Company for the fiscal year ended December 31, 2002,
filed March 27, 2003.

(b) Form S-8Registration Statement filed on March 27, 2003, as amended on April
4, 2003.

(b) Form 10-Q for the three-month period ending March 31, 2003, filed May 21,
2003

(c) Form 10-Q for the three- and six-month periods ending June 30, 2003, filed
August 19, 2003

(d) Form 10-Q for the three- and nine-month periods ending September 30, 2003,
filed November 13, 2003.

(e) Form 8K filed on February 13, 2004.

All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, 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 this Registration
Statement and to be a part hereof from the date of filing such documents.

ITEM 4. DESCRIPTION OF SECURITIES

Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

As permitted by Nevada General Corporation Law ("NGCL"), the Company has
included in its Certificate of Incorporation a provision to eliminate the
personal liability of its directors for monetary damages for breach or alleged
breach of their fiduciary duties as directors, except for liability (i) for any
breach of director's duty of loyalty to the Company or its stockholders, (ii)
for acts or omissions not in good faith or which involved intentional misconduct
or a knowing violation of law, (iii) in respect of certain unlawful dividend
payments or stock redemptions or repurchases, as provided in Section 174 of the
NGCL, or (iv) for any transaction from which the director derived an improper
personal benefit. The effect of this provision in the Company's Certificate of
Incorporation is to eliminate the rights of the Company and its stockholders
(through stockholders' derivative suits on behalf of the Company) to recover
monetary damages against a director for breach of the fiduciary duty of care as
a director except in the situations described in (i) through (iv) above. This
provision does not limit nor eliminate the rights of the Company or any
stockholder to seek non-monetary relief such as an injunction or rescission in
the event of a breach of a director's duty of care. These provisions will not
alter the liability of directors under federal securities laws.

The Certificate of Incorporation and the by-laws of the Company provide that the
Company is required and permitted to indemnify its officers and directors,
employees and agents under certain circumstances. In addition, if permitted by
law, the Company is required to advance expenses to its officers and directors
as incurred in connection with proceedings against them in their capacity as a

<PAGE>

director or officers for which they may be indemnified upon receipt of an
undertaking by or on behalf of such director or officer to repay such amount if
it shall ultimately be determined that such person is not entitled to
indemnification. At present, the Company is not aware of any pending or
threatened litigation or proceeding involving a director, officer, employee or
agent of the Company in which indemnification would be required or permitted.
The Company has obtained directors and officers liability insurance. The Company
believes that its charter provisions and indemnification agreements are
necessary to attract and retain qualified persons as directors and officers.

Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to directors and officers of the Company pursuant to the foregoing
provisions or otherwise, the Company has been advised that in the opinion of the
Securities and Exchange Commission, such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

Not Applicable

ITEM 8. EXHIBITS

EXHIBIT

5.1      Opinion re: legality

10.1     Consulting Agreement between Communications  Research,  Inc. and Destin
         Sands International

23.1     Consent of Chisholm & Associates, current independent auditors of
         Communications Research, Inc.

23.2     Consent of  Lawrence S. Hartman (included in Exhibit 5.1 opinion
         letter)

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 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
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 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 connected 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.

                                       2
<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 Mahwah, State of New Jersey, on March 11, 2004.

                                          COMMUNICATIONS RESEARCH, INC.





                                          By: /s/  Carl R. Ceragno
                                          ---------------------------------
                                          Carl R. Ceragno, President



                                       3
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U. S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                          COMMUNICATIONS RESEARCH, INC.

             (Exact name of registrant as specified in its charter)

                                     NEVADA
         (State or other jurisdiction of incorporation or organization)

                                   22-2991753
                      (IRS Employer Identification Number)

                67 Ramapo Valley Road, Suite103, Mahwah, NJ 07430
                    (Address of principal executive offices)

                              Incorp Services, Inc.
                       6075 South Eastern Avenue, Suite 1
                            Las Vegas, NV 89119-3146
                     (Name and address of agent for service)

                                 (201) 684-0880
          (Telephone number, including area code of agent for service)

                              CONSULTING AGREEMENT
                            (Full title of the Plans)

                                    Copy to:
                                 Carl R. Ceragno
                         67 Ramapo Valley Road, Suite103
                                Mahwah, NJ 07430

                         CALCULATION OF REGISTRATION FEE

-------------------------------------------------------------------------------
                                        Proposed       Proposed
                                        maximum        maximum
                                        offering       aggregate   Amount of
Title of securities   Amount to be      price          offering    registration
to be registered      registered        per share(2)   price (2)   fee (3)
-------------------------------------------------------------------------------
Common Stock,        1,500,000          $.001          $1,500         $0.19
$.001 par value      ------------                                   ------------
      TOTAL          1,500,000                                        $0.19
-------------------------------------------------------------------------------
PART I

The documents containing the information specified in Part I of Form S-8 (plan
information and registrant information) will be sent or given to employees as
specified by Rule 428(b)(1) of the Securities Act of 1933, as amended (the
"Act"). 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, which include the
statement of availability required by Item 2 of Form S-8, and the documents
incorporated by reference in this Registration Statement pursuant to Item 3 of
Form S-8 (Part II hereof), taken together, constitute a prospectus that meets
the requirements of Section 10(a) of the Act.

                                     PART II

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

The following documents filed with the Securities and Exchange Commission are
hereby incorporated by reference:

(a) Form 10K filed for the Company for the fiscal year ended December 31, 2002,
filed March 27, 2003.

(b) Form S-8Registration Statement filed on March 27, 2003, as amended on April
4, 2003.

(b) Form 10-Q for the three-month period ending March 31, 2003, filed May 21,
2003

(c) Form 10-Q for the three- and six-month periods ending June 30, 2003, filed
August 19, 2003

(d) Form 10-Q for the three- and nine-month periods ending September 30, 2003,
filed November 13, 2003.

(e) Form 8K filed on February 13, 2004.

All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, 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 this Registration
Statement and to be a part hereof from the date of filing such documents.

ITEM 4. DESCRIPTION OF SECURITIES

Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

As permitted by Nevada General Corporation Law ("NGCL"), the Company has
included in its Certificate of Incorporation a provision to eliminate the
personal liability of its directors for monetary damages for breach or alleged
breach of their fiduciary duties as directors, except for liability (i) for any
breach of director's duty of loyalty to the Company or its stockholders, (ii)
for acts or omissions not in good faith or which involved intentional misconduct
or a knowing violation of law, (iii) in respect of certain unlawful dividend
payments or stock redemptions or repurchases, as provided in Section 174 of the
NGCL, or (iv) for any transaction from which the director derived an improper
personal benefit. The effect of this provision in the Company's Certificate of
Incorporation is to eliminate the rights of the Company and its stockholders
(through stockholders' derivative suits on behalf of the Company) to recover
monetary damages against a director for breach of the fiduciary duty of care as
a director except in the situations described in (i) through (iv) above. This
provision does not limit nor eliminate the rights of the Company or any
stockholder to seek non-monetary relief such as an injunction or rescission in
the event of a breach of a director's duty of care. These provisions will not
alter the liability of directors under federal securities laws.

The Certificate of Incorporation and the by-laws of the Company provide that the
Company is required and permitted to indemnify its officers and directors,
employees and agents under certain circumstances. In addition, if permitted by
law, the Company is required to advance expenses to its officers and directors
as incurred in connection with proceedings against them in their capacity as a
director or officers for which they may be indemnified upon receipt of an
undertaking by or on behalf of such director or officer to repay such amount if
it shall ultimately be determined that such person is not entitled to
indemnification. At present, the Company is not aware of any pending or
threatened litigation or proceeding involving a director, officer, employee or
agent of the Company in which indemnification would be required or permitted.
The Company has obtained directors and officers liability insurance. The Company
believes that its charter provisions and indemnification agreements are
necessary to attract and retain qualified persons as directors and officers.

Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to directors and officers of the Company pursuant to the foregoing
provisions or otherwise, the Company has been advised that in the opinion of the
Securities and Exchange Commission, such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

Not Applicable

ITEM 8. EXHIBITS

EXHIBIT

5.1      Opinion re: legality

10.1     Consulting Agreement between Communications  Research,  Inc. and Destin
         Sands International

23.1     Consent of Chisholm & Associates, current independent auditors of
         Communications Research, Inc.

23.2     Consent of  Lawrence S. Hartman (included in Exhibit 5.1 opinion
         letter)

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 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
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 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 connected 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.

                                       2
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 Mahwah, State of New Jersey, on March 11, 2004.

                                          COMMUNICATIONS RESEARCH, INC.

                                          By: /s/  Carl R. Ceragno
                                          ---------------------------------
                                          Carl R. Ceragno, President

                                       3