AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 18, 2004

                                                   REGISTRATION NO. 333-[ ]
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

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

                            DISTINCTIVE DEVICES, INC.
             (Exact name of Registrant as specified in its charter)

                DELAWARE                                    13-1999951
     (State or other jurisdiction of                     (I.R.S. Employer
     incorporation or organization)                     Identification No.)

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

                           ONE BRIDGE PLAZA, SUITE 100
                           FORT LEE, NEW JERSEY 07024
           (Address of Principal Executive Offices including Zip Code)

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

                           THE 2002 STOCK OPTION PLAN
                             STOCK OPTION AGREEMENT
                             STOCK OPTION AGREEMENT
                             STOCK OPTION AGREEMENT
                                WARRANT AGREEMENT
                            (Full title of the Plans)

--------------------------------------------------------------------------------
                                                          Copy to:
                 SANJAY MODY                         BRUCE A. RICH, ESQ.
     CHIEF EXECUTIVE OFFICER AND PRESIDENT         THELEN REID & PRIEST LLP
          ONE BRIDGE PLAZA, SUITE 100                  875 THIRD AVENUE
           FORT LEE, NEW JERSEY 07024                 NEW YORK, NY 10022
                (201) 363-9922                         (212) 603-2000

              (Name and address, including zip code, and telephone
               number, including area code, of agent for service)

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

<TABLE>
<CAPTION>
                                      CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------------------------------------------------------
                                        AMOUNT OF     PROPOSED MAXIMUM     PROPOSED MAXIMUM
  TITLE OF SECURITIES TO BE           SHARES TO BE     OFFERING PRICE     AGGREGATE OFFERING       AMOUNT OF
          REGISTERED                 REGISTERED (1)      PER SHARE               PRICE          REGISTRATION FEE
----------------------------------------------------------------------------------------------------------------
<S>                                    <C>                 <C>                <C>                   <C>
Common Stock Issuable under the
2002 Stock Option Plan                 2,000,000           $2.45 (2)          $4,900,000 (2)        $620.83 (2)
----------------------------------------------------------------------------------------------------------------
Common Stock Issuable on
Exercise of Options                    2,500,000           $0.70              $1,750,000            $221.72
----------------------------------------------------------------------------------------------------------------
Common Stock Issuable on
Exercise of Warrant                      200,000           $1.65                $330,000             $41.81
----------------------------------------------------------------------------------------------------------------
                            TOTAL      4,700,000                                                    $884.36
----------------------------------------------------------------------------------------------------------------


<PAGE>


<FN>
(1)  This registration statement shall also cover any additional shares of
common stock which become issuable under The 2002 Stock Option Plan, as amended
(the "Plan"), by reason of any stock dividend, stock split, recapitalization or
other similar transaction effected without the receipt of consideration which
results in an increase in the number of outstanding shares of the Company's
Common Stock.

(2)  Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) for the shares underlying the Plan registered hereunder
(based on the average of the high ($2.50) and low ($2.40) prices for the
Company's Common Stock reported by the over-the-counter bulletin board on June
15, 2004).
</FN>
</TABLE>

Proposed sales to take place as soon after the effective date of the
Registration Statement as options or other rights granted under the Plan are
exercised.


<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents, which we previously filed with the Securities and
Exchange Commission (the "SEC"), are incorporated by reference in this
Registration Statement:

     (a)  Our Annual Report on Form 10-KSB for the year ended December 31, 2003;

     (b)  The Company's Quarterly Report on Form 10-QSB for the three months
     ended March 31, 2004; and

     (c)  The description of Common Stock contained in our Certificate of
     Incorporation, as amended (filed as Exhibit 3.1 to our quarterly report for
     the fiscal quarter ended September 30, 2002).

     In addition, all documents we filed pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")
after the date of this Registration Statement and prior to the filing of a
post-effective amendment that indicates that all securities offered have been
sold or that deregisters all securities then remaining unsold, are incorporated
by reference in this Registration Statement and are a part hereof from the date
of filing such documents. Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for 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 by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

ITEM 4. DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     A director of the Company shall not be personally liable to the Company or
its stockholders for monetary damages for breach of fiduciary duty as a
director, except for liability (i) for any breach of the director's duty of
loyalty to the Company or its stockholders, (ii) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, (iii) under Section 174 of the Delaware General Corporations law ("DGCL"),
or (iv)for any transaction from which the director derived any improper personal
benefit. If the DGCL is hereafter amended to authorize corporate action further
eliminating or limiting the personal liability of directors, then the liability
of a director of the Company shall be eliminated or limited to the fullest
extent permitted by the DGCL, as so amended.

     The Company shall 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, or
by or in the right of the Company to procure judgment in its favor, by reason of
the fact that he is or was a director, officer, employee or agent of the
Company, or is or was serving at the request of the Company as a director,
officer, manager, employee or agent of another corporation, partnership, joint
venture, limited liability company, trust or other enterprise, against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the Company, in accordance with
and to the full extent permitted by statute. Expenses (including attorneys'
fees) incurred in defending any civil, criminal administrative or investigative
action, suit or proceeding may be paid by the Company in advance of the final
disposition of such action, suit or proceeding as authorized by the Board of
Directors in the specific case upon receipt of an undertaking by or on behalf of
the director, officer, manager, employee or agent to repay such amount unless it
shall ultimately be determined that he is entitled to be indemnified by the
Company as authorized by this paragraph. The indemnification provided by this
paragraph shall not be deemed exclusive of any other rights to which those
seeking indemnification may be entitled under this Certificate of Incorporation,
the By-Laws or any agreement or vote of stockholders or disinterested directors


<PAGE>


or otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office, and shall continue as to a person
who has ceased to be a director, officer, employee or agent and shall inure to
the benefit of the heirs, executors and administrators of such a person.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8. EXHIBITS.

     The following is a list of exhibits filed as part of this Registration
Statement, which are incorporated herein:

     ---------------------------------------------------------------------------
     EXHIBIT NUMBER   DOCUMENT
     ---------------------------------------------------------------------------
     5.1*             Opinion of Thelen Reid & Priest.
     ---------------------------------------------------------------------------
     10.1             2002 Stock Option Plan (filed as Exhibit 4.1 to the
                      Company's Quarterly Report on Form 10-QSB for the fiscal
                      quarter ended September 30, 2002, and incorporated herein
                      by reference).
     ---------------------------------------------------------------------------
     10.2             Form of Amended and Restated Option Agreement (filed as
                      Exhibit 10.5 to the Company's Current Report on Form 8-K
                      for an event of April 20, 2004, and incorporated herein by
                      reference).
     ---------------------------------------------------------------------------
     10.3             Stock Option Agreement Between the Registrant and Sanjay
                      Mody (filed as Exhibit 4.5 to the Company's Annual Report
                      on Form 10-KSB for year ended December 31, 2003, and
                      incorporated herein by reference).
     ---------------------------------------------------------------------------
     10.4             Stock Option Agreement Between the Registrant and Winfried
                      Klimek (filed as Exhibit 10.6 to the Company's Current
                      Report on Form 8-K for an event of January 14, 2004, and
                      incorporated herein by reference).
     ---------------------------------------------------------------------------
     10.5             Stock Option Agreement Between the Company and Earl
                      Anderson (filed as Exhibit 4.6 to the Company's Annual
                      Report on Form 10-KSB for year ended December 31, 2003,and
                      incorporated herein by reference).
     ---------------------------------------------------------------------------
     10.6*            Warrant Agreement Between the Company and Jack Grubman.
     ---------------------------------------------------------------------------
     23.1*            Independent Auditor's Consent from Goldstein Lewin & Co.
     ---------------------------------------------------------------------------
     23.2*            Independent Auditor's Consent from M. B. Nayak & Co.
     ---------------------------------------------------------------------------
     24.1             Power of Attorney (included in the signature page of this
                      Registration Statement).
     ---------------------------------------------------------------------------
     99.1*            Reoffer Prospectus (In accordance with Part I of Form
                      S-3).
     ---------------------------------------------------------------------------

     * Filed herewith.


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;


<PAGE>


          (i)  To include any prospectus required by Section 10(a)(3) of the
     Securities Act;

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

          (iii) To include any material information with respect to the plan of
     distribution not previously disclosed in this Registration Statement or any
     material change to such information in this Registration Statement;

     provided, however, that the undertakings set forth in paragraphs (a)(1)(i)
and (a)(1)(ii) above do not apply if the Registration Statement is on Form S-3,
Form S-8 or Form F-3, and the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed with or furnished to the SEC by the registrant pursuant to Section 13 or
15(d) of the Exchange Act that are incorporated by reference 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 which remain unsold at the termination of the
offering.

(B)  The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in 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.

(C)  Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the 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>


                                   SIGNATURES

     Pursuant to the requirements of the Securities Act, the Company 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 New York,
New York, on this 15th day of June, 2004.

                                         DISTINCTIVE DEVICES, INC.,


                                         /s/ Sanjay Mody
                                         ------------------------------
                                         By:    Sanjay Mody
                                         Title: Chief Executive Officer
                                                  and President

                                POWER OF ATTORNEY

     Each person whose signature appears below constitutes and appoints Sanjay
Mody his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his name, place and stead in any
and all capacities, to sign any and all amendments (including post-effective
amendments) and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, 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 he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

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


SIGNATURE                           TITLE                        DATE


/s/ Sanjay Mody
-----------------------------------
Sanjay Mody                         Director, CEO, CFO,          June 15, 2004
                                    President and Treasurer

/s/ Alexander Ammosov
-----------------------------------
Alexander Ammosov                   Director                     June 15, 2004


/s/ Earl M. Anderson, Jr.
-----------------------------------
Earl M. Anderson, Jr.               Director                     June 15, 2004


/s/ Walter E. Freeman
-----------------------------------
Walter E. Freeman                   Director                     June 15, 2004


/s/ Winfried Klimek
-----------------------------------
Winfried Klimek                     Director                     June 15, 2004



-----------------------------------
Shrikant C. Mehta                   Director                     June __, 2004


<PAGE>


INDEX TO EXHIBITS


    ----------------------------------------------------------------------------
    EXHIBIT NUMBER   DOCUMENT
    ----------------------------------------------------------------------------
    5.1              Opinion of Thelen Reid & Priest.
    ----------------------------------------------------------------------------
    10.6             Warrant Agreement between the Company and Jack Grubman.
    ----------------------------------------------------------------------------
    23.1             Independent Auditor's Consent from Goldstein Lewin & Co.
    ----------------------------------------------------------------------------
    23.2             Independent Auditor's Consent from M. B. Nayak & Co.
    ----------------------------------------------------------------------------
    99.1             Reoffer Prospectus (In accordance with Part I of Form S-3).
    ----------------------------------------------------------------------------
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{"company-data": {"conformed-name": "DISTINCTIVE DEVICES INC", "cik": "0000059963", "assigned-sic": "3669", "irs-number": "131999951", "state-of-incorporation": "NY", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-116642", "film-number": "04870839"}, "business-address": {"street1": "ONE BRIDGE PLAZA SUITE 100", "city": "FORT LEE", "state": "NJ", "zip": "07024", "phone": "5612744233"}, "mail-address": {"street1": "ONE BRIDGE PLAZA SUSITE 100", "city": "FORT LEE", "state": "NJ", "zip": "07024"}, "former-company": {"former-conformed-name": "LMC DATA INC", "date-changed": "19761021"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 18, 2004

                                                   REGISTRATION NO. 333-[ ]
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

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

                            DISTINCTIVE DEVICES, INC.
             (Exact name of Registrant as specified in its charter)

                DELAWARE                                    13-1999951
     (State or other jurisdiction of                     (I.R.S. Employer
     incorporation or organization)                     Identification No.)

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

                           ONE BRIDGE PLAZA, SUITE 100
                           FORT LEE, NEW JERSEY 07024
           (Address of Principal Executive Offices including Zip Code)

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

                           THE 2002 STOCK OPTION PLAN
                             STOCK OPTION AGREEMENT
                             STOCK OPTION AGREEMENT
                             STOCK OPTION AGREEMENT
                                WARRANT AGREEMENT
                            (Full title of the Plans)

--------------------------------------------------------------------------------
                                                          Copy to:
                 SANJAY MODY                         BRUCE A. RICH, ESQ.
     CHIEF EXECUTIVE OFFICER AND PRESIDENT         THELEN REID & PRIEST LLP
          ONE BRIDGE PLAZA, SUITE 100                  875 THIRD AVENUE
           FORT LEE, NEW JERSEY 07024                 NEW YORK, NY 10022
                (201) 363-9922                         (212) 603-2000

              (Name and address, including zip code, and telephone
               number, including area code, of agent for service)

--------------------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------------------------------------------------------
                                        AMOUNT OF     PROPOSED MAXIMUM     PROPOSED MAXIMUM
  TITLE OF SECURITIES TO BE           SHARES TO BE     OFFERING PRICE     AGGREGATE OFFERING       AMOUNT OF
          REGISTERED                 REGISTERED (1)      PER SHARE               PRICE          REGISTRATION FEE
----------------------------------------------------------------------------------------------------------------
Common Stock Issuable under the
2002 Stock Option Plan                 2,000,000           $2.45 (2)          $4,900,000 (2)        $620.83 (2)
----------------------------------------------------------------------------------------------------------------
Common Stock Issuable on
Exercise of Options                    2,500,000           $0.70              $1,750,000            $221.72
----------------------------------------------------------------------------------------------------------------
Common Stock Issuable on
Exercise of Warrant                      200,000           $1.65                $330,000             $41.81
----------------------------------------------------------------------------------------------------------------
                            TOTAL      4,700,000                                                    $884.36
----------------------------------------------------------------------------------------------------------------
(1)  This registration statement shall also cover any additional shares of
common stock which become issuable under The 2002 Stock Option Plan, as amended
(the "Plan"), by reason of any stock dividend, stock split, recapitalization or
other similar transaction effected without the receipt of consideration which
results in an increase in the number of outstanding shares of the Company's
Common Stock.

(2)  Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) for the shares underlying the Plan registered hereunder
(based on the average of the high ($2.50) and low ($2.40) prices for the
Company's Common Stock reported by the over-the-counter bulletin board on June
15, 2004).
Proposed sales to take place as soon after the effective date of the
Registration Statement as options or other rights granted under the Plan are
exercised.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents, which we previously filed with the Securities and
Exchange Commission (the "SEC"), are incorporated by reference in this
Registration Statement:

     (a)  Our Annual Report on Form 10-KSB for the year ended December 31, 2003;

     (b)  The Company's Quarterly Report on Form 10-QSB for the three months
     ended March 31, 2004; and

     (c)  The description of Common Stock contained in our Certificate of
     Incorporation, as amended (filed as Exhibit 3.1 to our quarterly report for
     the fiscal quarter ended September 30, 2002).

     In addition, all documents we filed pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")
after the date of this Registration Statement and prior to the filing of a
post-effective amendment that indicates that all securities offered have been
sold or that deregisters all securities then remaining unsold, are incorporated
by reference in this Registration Statement and are a part hereof from the date
of filing such documents. Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for 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 by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

ITEM 4. DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     A director of the Company shall not be personally liable to the Company or
its stockholders for monetary damages for breach of fiduciary duty as a
director, except for liability (i) for any breach of the director's duty of
loyalty to the Company or its stockholders, (ii) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, (iii) under Section 174 of the Delaware General Corporations law ("DGCL"),
or (iv)for any transaction from which the director derived any improper personal
benefit. If the DGCL is hereafter amended to authorize corporate action further
eliminating or limiting the personal liability of directors, then the liability
of a director of the Company shall be eliminated or limited to the fullest
extent permitted by the DGCL, as so amended.

     The Company shall 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, or
by or in the right of the Company to procure judgment in its favor, by reason of
the fact that he is or was a director, officer, employee or agent of the
Company, or is or was serving at the request of the Company as a director,
officer, manager, employee or agent of another corporation, partnership, joint
venture, limited liability company, trust or other enterprise, against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the Company, in accordance with
and to the full extent permitted by statute. Expenses (including attorneys'
fees) incurred in defending any civil, criminal administrative or investigative
action, suit or proceeding may be paid by the Company in advance of the final
disposition of such action, suit or proceeding as authorized by the Board of
Directors in the specific case upon receipt of an undertaking by or on behalf of
the director, officer, manager, employee or agent to repay such amount unless it
shall ultimately be determined that he is entitled to be indemnified by the
Company as authorized by this paragraph. The indemnification provided by this
paragraph shall not be deemed exclusive of any other rights to which those
seeking indemnification may be entitled under this Certificate of Incorporation,
the By-Laws or any agreement or vote of stockholders or disinterested directors
or otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office, and shall continue as to a person
who has ceased to be a director, officer, employee or agent and shall inure to
the benefit of the heirs, executors and administrators of such a person.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8. EXHIBITS.

     The following is a list of exhibits filed as part of this Registration
Statement, which are incorporated herein:

     ---------------------------------------------------------------------------
     EXHIBIT NUMBER   DOCUMENT
     ---------------------------------------------------------------------------
     5.1*             Opinion of Thelen Reid & Priest.
     ---------------------------------------------------------------------------
     10.1             2002 Stock Option Plan (filed as Exhibit 4.1 to the
                      Company's Quarterly Report on Form 10-QSB for the fiscal
                      quarter ended September 30, 2002, and incorporated herein
                      by reference).
     ---------------------------------------------------------------------------
     10.2             Form of Amended and Restated Option Agreement (filed as
                      Exhibit 10.5 to the Company's Current Report on Form 8-K
                      for an event of April 20, 2004, and incorporated herein by
                      reference).
     ---------------------------------------------------------------------------
     10.3             Stock Option Agreement Between the Registrant and Sanjay
                      Mody (filed as Exhibit 4.5 to the Company's Annual Report
                      on Form 10-KSB for year ended December 31, 2003, and
                      incorporated herein by reference).
     ---------------------------------------------------------------------------
     10.4             Stock Option Agreement Between the Registrant and Winfried
                      Klimek (filed as Exhibit 10.6 to the Company's Current
                      Report on Form 8-K for an event of January 14, 2004, and
                      incorporated herein by reference).
     ---------------------------------------------------------------------------
     10.5             Stock Option Agreement Between the Company and Earl
                      Anderson (filed as Exhibit 4.6 to the Company's Annual
                      Report on Form 10-KSB for year ended December 31, 2003,and
                      incorporated herein by reference).
     ---------------------------------------------------------------------------
     10.6*            Warrant Agreement Between the Company and Jack Grubman.
     ---------------------------------------------------------------------------
     23.1*            Independent Auditor's Consent from Goldstein Lewin & Co.
     ---------------------------------------------------------------------------
     23.2*            Independent Auditor's Consent from M. B. Nayak & Co.
     ---------------------------------------------------------------------------
     24.1             Power of Attorney (included in the signature page of this
                      Registration Statement).
     ---------------------------------------------------------------------------
     99.1*            Reoffer Prospectus (In accordance with Part I of Form
                      S-3).
     ---------------------------------------------------------------------------

     * Filed herewith.

ITEM 9.  UNDERTAKINGS.

(A)  The undersigned registrant hereby undertakes:

     (1)  To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement;
(i)  To include any prospectus required by Section 10(a)(3) of the
     Securities Act;

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

          (iii) To include any material information with respect to the plan of
     distribution not previously disclosed in this Registration Statement or any
     material change to such information in this Registration Statement;

     provided, however, that the undertakings set forth in paragraphs (a)(1)(i)
and (a)(1)(ii) above do not apply if the Registration Statement is on Form S-3,
Form S-8 or Form F-3, and the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed with or furnished to the SEC by the registrant pursuant to Section 13 or
15(d) of the Exchange Act that are incorporated by reference 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 which remain unsold at the termination of the
offering.

(B)  The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in 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.

(C)  Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the 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.
SIGNATURES

     Pursuant to the requirements of the Securities Act, the Company 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 New York,
New York, on this 15th day of June, 2004.

                                         DISTINCTIVE DEVICES, INC.,

                                         /s/ Sanjay Mody
                                         ------------------------------
                                         By:    Sanjay Mody
                                         Title: Chief Executive Officer
                                                  and President

                                POWER OF ATTORNEY

     Each person whose signature appears below constitutes and appoints Sanjay
Mody his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his name, place and stead in any
and all capacities, to sign any and all amendments (including post-effective
amendments) and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, 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 he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

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

SIGNATURE                           TITLE                        DATE

/s/ Sanjay Mody
-----------------------------------
Sanjay Mody                         Director, CEO, CFO,          June 15, 2004
                                    President and Treasurer

/s/ Alexander Ammosov
-----------------------------------
Alexander Ammosov                   Director                     June 15, 2004

/s/ Earl M. Anderson, Jr.
-----------------------------------
Earl M. Anderson, Jr.               Director                     June 15, 2004

/s/ Walter E. Freeman
-----------------------------------
Walter E. Freeman                   Director                     June 15, 2004

/s/ Winfried Klimek
-----------------------------------
Winfried Klimek                     Director                     June 15, 2004

-----------------------------------
Shrikant C. Mehta                   Director                     June __, 2004
INDEX TO EXHIBITS

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    EXHIBIT NUMBER   DOCUMENT
    ----------------------------------------------------------------------------
    5.1              Opinion of Thelen Reid & Priest.
    ----------------------------------------------------------------------------
    10.6             Warrant Agreement between the Company and Jack Grubman.
    ----------------------------------------------------------------------------
    23.1             Independent Auditor's Consent from Goldstein Lewin & Co.
    ----------------------------------------------------------------------------
    23.2             Independent Auditor's Consent from M. B. Nayak & Co.
    ----------------------------------------------------------------------------
    99.1             Reoffer Prospectus (In accordance with Part I of Form S-3).
    ----------------------------------------------------------------------------