As filed with the Securities and Exchange Commission on January 23, 1998

                                                  Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                              --------------------

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

                              COMPUTONE CORPORATION
             (Exact name of registrant as specified in its charter)

           Delaware                                      23-2472952
-------------------------------              -----------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

     1060 Windward Ridge Parkway
              Suite 100
         Alpharetta, Georgia                              30005-3992
----------------------------------------                  ----------
(Address of Principal Executive Offices)                  (Zip Code)

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

                              COMPUTONE CORPORATION
                           1997 EQUITY INCENTIVE PLAN
                              (Full title of plan)

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


            Thomas J. Anderson, President and Chief Executive Officer
                              Computone Corporation
                           1060 Windward Ridge Parkway
                                    Suite 100
                         Alpharetta, Georgia 30005-3992
                     (Name and address of agent for service)

                                 (770) 625-0000
                     (Telephone number, including area code,
                              of agent for service)

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

                                    Copy to:
                          Frederick W. Dreher, Esquire
                          Duane, Morris & Heckscher LLP
                             4200 One Liberty Place
                      Philadelphia, Pennsylvania 19103-7396

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=======================================================================================================================
                                                        Proposed                Proposed
  Title of securities         Amount to be          maximum offering        maximum aggregate            Amount of
   to be registered           registered(1)        price per share(2)       offering price(2)        registration fee
-----------------------------------------------------------------------------------------------------------------------
<S>                           <C>                  <C>                      <C>                      <C>
Common Stock,                250,000 shares             $3.56                  $890,000.00                $262.55
par value $.01
=======================================================================================================================
</TABLE>

(1)   In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
      this registration statement also covers an indeterminate amount of
      interests to be offered or sold pursuant to the 1997 Equity Incentive
      Plan.

(2)   Pursuant to paragraph (h) of Rule 457, the proposed maximum offering price
      per share and the proposed maximum aggregate offering price have been
      computed on the basis of the average of the high and low prices of the
      Common Stock of Computone Corporation on the Nasdaq Small-Cap Market on
      January 20, 1998.


<PAGE>

                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT


Item 3.   Incorporation of Documents by Reference.

         The following material is incorporated herein by reference:

         (a) The Annual Report on Form 10-KSB of Computone Corporation (the
"Company") for the fiscal year ended April 4, 1997 as filed by the Company with
the Securities and Exchange Commission (the "Commission") on July 2, 1997;

         (b) The Company's Form 10-QSB Report for the quarter ended July 4, 1997
as filed by the Company with the Commission on July 22, 1997;

         (c) The Company's Form 10-QSB Report for the quarter ended October 3,
1997 as filed by the Company with the Commission on November 10, 1997; and

         (d) The description of the Company's Common Stock set forth in
Registration Statement No. 33-46463 on Form S-1 filed with the Commission under
the Securities Act of 1933, as amended (the "Act"), on March 18, 1992, as
amended on July 28, 1994 and as declared effective on August 15, 1994, under the
caption "Description of Capital Stock."

         All reports or other documents filed pursuant to Sections 13, 14 and
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")
subsequent to the date of this Registration Statement, in each case filed by the
Company prior to the termination of the offering of the securities offered
hereby, shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing of such reports and
documents. Any statement contained in a document incorporated or deemed to be
incorporated herein by reference shall be deemed to be modified or superseded
for the purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document, which also is or
is deemed to be incorporated herein by reference, modifies or supersedes such
statement. Any 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.

         No answer to this item is required because the class of securities to
be offered is registered under Section 12 of the Exchange Act.

Item 5.  Interests of Named Experts and Counsel.

         The financial statements of the Company have been audited and reported
on by BDO Seidman LLP, independent certified public accountants, for the two
fiscal years ended April 4, 1997, and

                                      II-1

<PAGE>



April 5, 1996, as indicated in its report with respect thereto, and are
incorporated by reference in reliance upon the authority of said firm as experts
in accounting and auditing.

         The validity of the issuance of the shares of Common Stock registered
hereby will be passed upon for the Company by Duane, Morris & Heckscher LLP,
Philadelphia, Pennsylvania. As of December 31, 1997, the law firm of Duane,
Morris & Heckscher LLP owned 55,000 shares of the Company's Common Stock and
partners of such firm owned an aggregate of 843 shares of the Company's Common
Stock.

Item 6.  Indemnification of Directors and Officers.

         Section 145 of the General Corporation Law of the State of Delaware
empowers a Delaware corporation 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 the person is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by the person in connection with such action, suit or proceeding if the
person acted in good faith and in a manner the person reasonably believed to be
in or not opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe the
person's conduct was unlawful. The termination of any action, suit or proceeding
by judgment, order, settlement, conviction, or upon plea of nolo contendere or
its equivalent, does not, of itself, create a presumption that the person did
not act in good faith and in a manner which the person reasonably believed to be
in or not opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, had reasonable cause to believe that the
person's conduct was unlawful.

         In the case of an action or suit by or in the right of the corporation
to procure a judgment in its favor, Section 145 empowers a corporation 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 or suit by reason of the fact
that the person is or was acting in any of the capacities set forth above
against expenses (including attorneys' fees) actually and reasonably incurred by
the person in connection with the defense or settlement of such action or suit
if the person acted in good faith and in a manner the person reasonably believed
to be in or not opposed to the best interests of the corporation, except that
indemnification is not permitted in respect of any claim, issue or matter as to
which such person is adjudged to be liable to the corporation unless and only to
the extent that the Court of Chancery or the court in which such action or suit
was brought determines upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the Court of
Chancery or such other court deems proper.

         Section 145 further provides that a Delaware corporation is required to
indemnify a director, officer, employee or agent against expenses (including
attorneys' fees) actually and

                                      II-2

<PAGE>


reasonably incurred by such person in connection with any action, suit or
proceeding or in defense of any claim, issue or matter therein as to which such
person has been successful on the merits or otherwise; that indemnification
provided for by Section 145 shall not be deemed exclusive of any other rights to
which the indemnified party may be entitled; that indemnification provided for
by Section 145 shall, unless otherwise provided when authorized or ratified,
continue as to a person who has ceased to be a director, officer, employee or
agent and shall inure to the benefit of such person's heirs, executors and
administrators and empowers the corporation to purchase and maintain insurance
on behalf of a director or officer against any liability asserted against him or
her and incurred by him or her in any such capacity or arising out of his or her
status as such whether or not the corporation would have the power to indemnify
him or her against such liability under Section 145. A Delaware corporation may
provide indemnification only as authorized in the specific case upon a
determination that indemnification of the director, officer, employee or agent
is proper in the circumstances because he or she has met the applicable standard
of conduct. Such determination is to be made (i) by the board of directors by a
majority vote of a quorum consisting of directors who were not party to such
action, suit or proceeding, even though less than a quorum, (ii) if there are no
such directors or if such directors so direct, by independent legal counsel in a
written opinion or (iii) by the stockholders.

         Article VI of the Company's By-laws provides for indemnification of
directors and officers of the Company to the fullest extent permitted by the
General Corporation Law of the State of Delaware, as presently or hereafter in
effect.

         Additionally, as permitted by the General Corporation Law of the State
of Delaware, Article VI of the Company's Certificate of Incorporation provides
that no director of the Company shall incur personal liability to the Company or
its stockholders for monetary damages for breach of his or her fiduciary duty as
a director; provided, however, that this provision does not eliminate or limit
the liability of a director for (i) any breach of the director's duty of loyalty
to the Company or its stockholders; (ii) acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law; (iii) the
unlawful payment of dividends or unlawful purchase or redemption of stock under
Section 174 of the General Corporation Law of the State of Delaware or (iv) any
transaction from which the director derived an improper personal benefit.

Item 7.  Exemption from Registration Claimed.

         No answer to this item is required because no restricted securities are
to be reoffered or resold pursuant to this Registration Statement.

Item 8.    Exhibits.

(4)        Computone Corporation 1997 Equity Incentive Plan.

(5)        Opinion of Duane, Morris & Heckscher LLP.

(23)(A)    Consent of Duane, Morris & Heckscher LLP (included in their
           opinion filed as Exhibit 5).

                                  II-3

<PAGE>


(23)(B)    Consent of BDO Seidman LLP.

(24)       Power of Attorney (see page II-5 of this Registration Statement).

(99)       Computone Corporation 1997 Equity Incentive Plan Memorandum to
           Participants.


Item 9.   Undertakings.

         The registrant hereby undertakes:

         (a) 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;

         (e) that for purposes of determining any liability under the 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 offer thereof; and

         (f) 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.

         The undersigned registrant hereby further undertakes that, insofar as
indemnification for liabilities arising under the Act may be permitted to
directors, officers and controlling persons of the registrant, the registrant
has been advised that in the opinion of the 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 Alpharetta, Georgia on January 8, 1998.

                                        COMPUTONE CORPORATION


                                        By: /s/ Thomas J. Anderson
                                           -------------------------------------
                                           Thomas J. Anderson, President and
                                           Chief Executive Officer


         Know all men by these presents, that each person whose signature
appears below constitutes and appoints Thomas J. Anderson and Gregory A. Alba,
and each or either of them, as such person's true and lawful attorney-in-fact
and agent, with full power of substitution, for such person, and in such
person's name, place and stead, in any and all capacities to sign any or all
amendments or post-effective amendments to this Registration Statement, and to
file the same, with all exhibits thereto and other documents in connection
therewith, with the Commission, granting unto said attorneys-in-fact and agents
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as such person might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them or their substitutes, may lawfully do or cause to be done by virtue hereof.

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

<TABLE>
<CAPTION>

      Signature                                Title                                            Date
      ---------                                -----                                            ----
<S>                                 <C>                                                    <C>

/s/ Richard A. Hansen               Chairman of the Board                                   January 8, 1998
---------------------------
Richard A. Hansen

/s/ Thomas J. Anderson              President, Chief Executive Officer                      January 8, 1998
----------------------------        and Director (principal executive officer)
Thomas J. Anderson

/s/ Gregory A. Alba                 Vice President, Finance and Administration,             January 8, 1998
----------------------------        and Chief Financial Officer (principal
Gregory A. Alba                     financial and accounting officer)
                                    

----------------------------        Director                                                January _, 1998
John D. Freitag

</TABLE>


                                      II-5

<PAGE>

                                  EXHIBIT INDEX

                    (Pursuant to Item 601 of Regulation S-K)


<TABLE>
<CAPTION>
Exhibit No.                         Exhibit                                                Reference
<S>               <C>                                                                   <C>

(4)               Computone Corporation 1997 Equity Incentive Plan.                     Filed herewith

(5)               Opinion of Duane, Morris & Heckscher LLP.                             Filed herewith

(23)(A)           Consent of Duane, Morris & Heckscher LLP (included in their
                  opinion filed as Exhibit 5).

(23)(B)           Consent of BDO Seidman LLP.                                           Filed herewith

(24)              Power of Attorney (see page II-5 of this Registration Statement).

(99)              Computone Corporation 1997 Equity Incentive Plan
                  Memorandum to Participants.                                           Filed herewith
</TABLE>




                                      II-6
[{"type": "S-8", "sequence": "1", "description": "INITIAL STATEMENT", "secsgml_size_bytes": 19960}]
{"company-data": {"conformed-name": "COMPUTONE CORPORATION", "cik": "0000819479", "assigned-sic": "3576", "irs-number": "232472952", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-44847", "film-number": "98512304"}, "business-address": {"street1": "1060 WINDWARD RIDGE PARKWAY", "street2": "SUITE 100", "city": "ALPHARETTA", "state": "GA", "zip": "30005-3992", "phone": "7706250000"}, "mail-address": {"street1": "1100 NORTHMEADOW"}, "former-company": [{"former-conformed-name": "WORLD WIDE TECHNOLOGY INC", "date-changed": "19910513"}, {"former-conformed-name": "COMPUTONE SYSTEMS INC/DE", "date-changed": "19880607"}, {"former-conformed-name": "CPX INC", "date-changed": "19870903"}]}
As filed with the Securities and Exchange Commission on January 23, 1998

                                                  Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                              --------------------

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

                              COMPUTONE CORPORATION
             (Exact name of registrant as specified in its charter)

           Delaware                                      23-2472952
-------------------------------              -----------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

     1060 Windward Ridge Parkway
              Suite 100
         Alpharetta, Georgia                              30005-3992
----------------------------------------                  ----------
(Address of Principal Executive Offices)                  (Zip Code)

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

                              COMPUTONE CORPORATION
                           1997 EQUITY INCENTIVE PLAN
                              (Full title of plan)

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

            Thomas J. Anderson, President and Chief Executive Officer
                              Computone Corporation
                           1060 Windward Ridge Parkway
                                    Suite 100
                         Alpharetta, Georgia 30005-3992
                     (Name and address of agent for service)

                                 (770) 625-0000
                     (Telephone number, including area code,
                              of agent for service)

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

                                    Copy to:
                          Frederick W. Dreher, Esquire
                          Duane, Morris & Heckscher LLP
                             4200 One Liberty Place
                      Philadelphia, Pennsylvania 19103-7396

                         CALCULATION OF REGISTRATION FEE
=======================================================================================================================
                                                        Proposed                Proposed
  Title of securities         Amount to be          maximum offering        maximum aggregate            Amount of
   to be registered           registered(1)        price per share(2)       offering price(2)        registration fee
-----------------------------------------------------------------------------------------------------------------------
Common Stock,                250,000 shares             $3.56                  $890,000.00                $262.55
par value $.01
=======================================================================================================================
(1)   In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
      this registration statement also covers an indeterminate amount of
      interests to be offered or sold pursuant to the 1997 Equity Incentive
      Plan.

(2)   Pursuant to paragraph (h) of Rule 457, the proposed maximum offering price
      per share and the proposed maximum aggregate offering price have been
      computed on the basis of the average of the high and low prices of the
      Common Stock of Computone Corporation on the Nasdaq Small-Cap Market on
      January 20, 1998.
PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

         The following material is incorporated herein by reference:

         (a) The Annual Report on Form 10-KSB of Computone Corporation (the
"Company") for the fiscal year ended April 4, 1997 as filed by the Company with
the Securities and Exchange Commission (the "Commission") on July 2, 1997;

         (b) The Company's Form 10-QSB Report for the quarter ended July 4, 1997
as filed by the Company with the Commission on July 22, 1997;

         (c) The Company's Form 10-QSB Report for the quarter ended October 3,
1997 as filed by the Company with the Commission on November 10, 1997; and

         (d) The description of the Company's Common Stock set forth in
Registration Statement No. 33-46463 on Form S-1 filed with the Commission under
the Securities Act of 1933, as amended (the "Act"), on March 18, 1992, as
amended on July 28, 1994 and as declared effective on August 15, 1994, under the
caption "Description of Capital Stock."

         All reports or other documents filed pursuant to Sections 13, 14 and
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")
subsequent to the date of this Registration Statement, in each case filed by the
Company prior to the termination of the offering of the securities offered
hereby, shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing of such reports and
documents. Any statement contained in a document incorporated or deemed to be
incorporated herein by reference shall be deemed to be modified or superseded
for the purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document, which also is or
is deemed to be incorporated herein by reference, modifies or supersedes such
statement. Any 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.

         No answer to this item is required because the class of securities to
be offered is registered under Section 12 of the Exchange Act.

Item 5.  Interests of Named Experts and Counsel.

         The financial statements of the Company have been audited and reported
on by BDO Seidman LLP, independent certified public accountants, for the two
fiscal years ended April 4, 1997, and

                                      II-1
April 5, 1996, as indicated in its report with respect thereto, and are
incorporated by reference in reliance upon the authority of said firm as experts
in accounting and auditing.

         The validity of the issuance of the shares of Common Stock registered
hereby will be passed upon for the Company by Duane, Morris & Heckscher LLP,
Philadelphia, Pennsylvania. As of December 31, 1997, the law firm of Duane,
Morris & Heckscher LLP owned 55,000 shares of the Company's Common Stock and
partners of such firm owned an aggregate of 843 shares of the Company's Common
Stock.

Item 6.  Indemnification of Directors and Officers.

         Section 145 of the General Corporation Law of the State of Delaware
empowers a Delaware corporation 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 the person is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by the person in connection with such action, suit or proceeding if the
person acted in good faith and in a manner the person reasonably believed to be
in or not opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe the
person's conduct was unlawful. The termination of any action, suit or proceeding
by judgment, order, settlement, conviction, or upon plea of nolo contendere or
its equivalent, does not, of itself, create a presumption that the person did
not act in good faith and in a manner which the person reasonably believed to be
in or not opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, had reasonable cause to believe that the
person's conduct was unlawful.

         In the case of an action or suit by or in the right of the corporation
to procure a judgment in its favor, Section 145 empowers a corporation 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 or suit by reason of the fact
that the person is or was acting in any of the capacities set forth above
against expenses (including attorneys' fees) actually and reasonably incurred by
the person in connection with the defense or settlement of such action or suit
if the person acted in good faith and in a manner the person reasonably believed
to be in or not opposed to the best interests of the corporation, except that
indemnification is not permitted in respect of any claim, issue or matter as to
which such person is adjudged to be liable to the corporation unless and only to
the extent that the Court of Chancery or the court in which such action or suit
was brought determines upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the Court of
Chancery or such other court deems proper.

         Section 145 further provides that a Delaware corporation is required to
indemnify a director, officer, employee or agent against expenses (including
attorneys' fees) actually and

                                      II-2
reasonably incurred by such person in connection with any action, suit or
proceeding or in defense of any claim, issue or matter therein as to which such
person has been successful on the merits or otherwise; that indemnification
provided for by Section 145 shall not be deemed exclusive of any other rights to
which the indemnified party may be entitled; that indemnification provided for
by Section 145 shall, unless otherwise provided when authorized or ratified,
continue as to a person who has ceased to be a director, officer, employee or
agent and shall inure to the benefit of such person's heirs, executors and
administrators and empowers the corporation to purchase and maintain insurance
on behalf of a director or officer against any liability asserted against him or
her and incurred by him or her in any such capacity or arising out of his or her
status as such whether or not the corporation would have the power to indemnify
him or her against such liability under Section 145. A Delaware corporation may
provide indemnification only as authorized in the specific case upon a
determination that indemnification of the director, officer, employee or agent
is proper in the circumstances because he or she has met the applicable standard
of conduct. Such determination is to be made (i) by the board of directors by a
majority vote of a quorum consisting of directors who were not party to such
action, suit or proceeding, even though less than a quorum, (ii) if there are no
such directors or if such directors so direct, by independent legal counsel in a
written opinion or (iii) by the stockholders.

         Article VI of the Company's By-laws provides for indemnification of
directors and officers of the Company to the fullest extent permitted by the
General Corporation Law of the State of Delaware, as presently or hereafter in
effect.

         Additionally, as permitted by the General Corporation Law of the State
of Delaware, Article VI of the Company's Certificate of Incorporation provides
that no director of the Company shall incur personal liability to the Company or
its stockholders for monetary damages for breach of his or her fiduciary duty as
a director; provided, however, that this provision does not eliminate or limit
the liability of a director for (i) any breach of the director's duty of loyalty
to the Company or its stockholders; (ii) acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law; (iii) the
unlawful payment of dividends or unlawful purchase or redemption of stock under
Section 174 of the General Corporation Law of the State of Delaware or (iv) any
transaction from which the director derived an improper personal benefit.

Item 7.  Exemption from Registration Claimed.

         No answer to this item is required because no restricted securities are
to be reoffered or resold pursuant to this Registration Statement.

Item 8.    Exhibits.

(4)        Computone Corporation 1997 Equity Incentive Plan.

(5)        Opinion of Duane, Morris & Heckscher LLP.

(23)(A)    Consent of Duane, Morris & Heckscher LLP (included in their
           opinion filed as Exhibit 5).

                                  II-3
(23)(B)    Consent of BDO Seidman LLP.

(24)       Power of Attorney (see page II-5 of this Registration Statement).

(99)       Computone Corporation 1997 Equity Incentive Plan Memorandum to
           Participants.

Item 9.   Undertakings.

         The registrant hereby undertakes:

         (a) 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;

         (e) that for purposes of determining any liability under the 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 offer thereof; and

         (f) 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.

         The undersigned registrant hereby further undertakes that, insofar as
indemnification for liabilities arising under the Act may be permitted to
directors, officers and controlling persons of the registrant, the registrant
has been advised that in the opinion of the 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 Alpharetta, Georgia on January 8, 1998.

                                        COMPUTONE CORPORATION

                                        By: /s/ Thomas J. Anderson
                                           -------------------------------------
                                           Thomas J. Anderson, President and
                                           Chief Executive Officer

         Know all men by these presents, that each person whose signature
appears below constitutes and appoints Thomas J. Anderson and Gregory A. Alba,
and each or either of them, as such person's true and lawful attorney-in-fact
and agent, with full power of substitution, for such person, and in such
person's name, place and stead, in any and all capacities to sign any or all
amendments or post-effective amendments to this Registration Statement, and to
file the same, with all exhibits thereto and other documents in connection
therewith, with the Commission, granting unto said attorneys-in-fact and agents
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as such person might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them or their substitutes, may lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the date indicated.
Signature                                Title                                            Date
      ---------                                -----                                            ----
/s/ Richard A. Hansen               Chairman of the Board                                   January 8, 1998
---------------------------
Richard A. Hansen

/s/ Thomas J. Anderson              President, Chief Executive Officer                      January 8, 1998
----------------------------        and Director (principal executive officer)
Thomas J. Anderson

/s/ Gregory A. Alba                 Vice President, Finance and Administration,             January 8, 1998
----------------------------        and Chief Financial Officer (principal
Gregory A. Alba                     financial and accounting officer)
                                    

----------------------------        Director                                                January _, 1998
John D. Freitag
II-5
EXHIBIT INDEX

                    (Pursuant to Item 601 of Regulation S-K)
Exhibit No.                         Exhibit                                                Reference
(4)               Computone Corporation 1997 Equity Incentive Plan.                     Filed herewith

(5)               Opinion of Duane, Morris & Heckscher LLP.                             Filed herewith

(23)(A)           Consent of Duane, Morris & Heckscher LLP (included in their
                  opinion filed as Exhibit 5).

(23)(B)           Consent of BDO Seidman LLP.                                           Filed herewith

(24)              Power of Attorney (see page II-5 of this Registration Statement).

(99)              Computone Corporation 1997 Equity Incentive Plan
                  Memorandum to Participants.                                           Filed herewith
II-6