The Registrant requests that the Registration Statement become effective
     immediately upon filing pursuant to Securities Act Rule 462.
     As filed with the Securities and Exchange Commission on December 21, 1995
                                             Registration No. 33-
     ===========================================================================
                          SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON D.C.  20549

                              _________________________

                                       FORM S-8

                                REGISTRATION STATEMENT

                                        UNDER

                              THE SECURITIES ACT OF 1933
                              _________________________

                                  MILTOPE GROUP INC.
                ------------------------------------------------------
                (Exact name of Registrant as specified in its charter)

                    Delaware                                11-2693062
               -------------------------------         -------------------------
               (State or other jurisdiction of         (I.R.S. Employer
               incorporation or organization)          Identification No.)

     500 Richardson Road South, Hope Hull, Alabama          36043
     ---------------------------------------------------------------------------
     (Address of Principal Executive Offices)               (Zip Code)

                                  MILTOPE GROUP INC.
                     1995 Stock Option and Performance Award Plan
                     --------------------------------------------
                               (Full title of the plan)

                                  George K. Webster
                        President and Chief Executive Officer
                                  Miltope Group Inc.
                              500 Richardson Road South
                               Hope Hull, Alabama 36043
                  -------------------------------------------------
                       (Name and address of agent for service)

                                    (334) 284-8665
            -------------------------------------------------------------
            (Telephone number, including area code, of agent for service)

                                   With a copy to:

                                 Leonard Gubar, Esq.
                                  Reid & Priest LLP
                                 40 West 57th Street
                              New York, New York  10019
                                    (212) 603-2000

     ===========================================================================
                           CALCULATION OF REGISTRATION FEE
                           -------------------------------

     Title of      Amount        Proposed         Proposed     Amount of
     securities to to be         maximum          maximum      registration
     be registered registered(1) offering price   aggregate    fee 
                                 per share        offering
                                                  price
     ------------- ------------- --------------   ---------    ------------
     Common Stock  375,000 shs.  $2.875 (2)       $1,078,125   $371.77 (3)
     Common Stock  125,000 shs.  $3.23  (4)       $  403,750   $139.22 (5)
                   -------                        ----------   -------
                   500,000 shs.                   $1,481,875   $510.99

     ==========================================================================
     (1)  In addition, pursuant to Rule 416(a), this Registration Statement also
          covers such indeterminate number of shares as may become subject to
          options under the Miltope Group Inc. 1995 Stock Option and Performance
          Award Plan (the "1995 Plan") as a result of the adjustment provisions
          contained therein.
     (2)  The proposed maximum offering price per share was calculated pursuant
          to Rule 457(c) using the average of the high and low prices of the
          Common Stock on The Nasdaq Stock Market's National Market on December
          18, 1995.
     (3)  The amount of the registration fee for shares of Common Stock issuable
          with respect to options that may be granted in the future under the
          1995 Plan was calculated pursuant to Rule 457(c) using the average of
          the high and low prices of the Common Stock on The Nasdaq Stock
          Market's National Market on December 18, 1995.
     (4)  The proposed maximum offering price per share was calculated pursuant
          to Rule 457(h) based upon the average exercise price at which such
          outstanding options to purchase shares of Common Stock under the 1995
          Plan may be exercised.
     (5)  The amount of the registration fee for shares of Common Stock issuable
          upon exercise of outstanding options under the 1995 Plan was
          calculated pursuant to Rule 457(h) using the prices at which such
          options may be exercised.

     <PAGE>

                                       PART I*

                 INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS


     ITEM 1.   PLAN INFORMATION
               ----------------


     ITEM 2.   REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
               -----------------------------------------------------------



     -----------------
     *    Information required by Part I to be contained in the Section 10(a)
          Prospectus is omitted from the Registration Statement in accordance
          with Rule 428 under the Securities Act of 1933, as amended, and the
          Note to Part I of Form S-8.

     <PAGE>

                                       PART II

                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE
               ---------------------------------------

               Each of the following documents filed by the Registrant with the
     Securities and Exchange Commission (the "Commission") is incorporated
     herein by reference.

               1.   (a)  The Registrant's Annual Report on Form 10-K for the
     fiscal year ended December 31, 1994.

                    (b)  The Registrant's Quarterly Report on Form 10-Q for the
     fiscal quarter ended March 31, 1995.

                    (c)  The Registrant's Current Report on Form 8-K dated April
     18, 1995.

                    (d)  The Registrant's Quarterly Report on Form 10-Q for the
     fiscal quarter ended July 1, 1995.

                    (e)  The Registrant's Quarterly Report on Form 10-Q for the
     fiscal quarter ended October 1, 1995.

               2.   The description of the Common Stock which is contained in
     the Registrant's Form 8-A filed on April 26, 1985 under Section 12(g) of
     the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
     including any amendments or reports filed for the purpose of updating such
     description. 

               All documents subsequently filed by the Registrant pursuant to
     Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the effective
     date of this Registration Statement and prior to the filing of a
     post-effective amendment which indicates that all securities offered
     hereunder have been sold or which de-registers all such securities then
     remaining unsold, shall be deemed to be incorporated by reference herein
     and to be a part hereof from the respective dates of filing of such
     documents.

     ITEM 4.   DESCRIPTION OF SECURITIES
               -------------------------

               Not applicable.

     ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL
               --------------------------------------

               Legal matters in connection with the validity of the issuance of
     the securities offered hereby will be passed upon by Reid & Priest LLP, 40
     West 57th Street, New York, New York 10019.  Leonard Gubar, a member of
     such firm, serves as the Secretary of the Registrant.

     Item 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS
               -----------------------------------------

               The Registrant is a Delaware corporation.  Section 145 of the
     Delaware General Corporation Law generally provides that a corporation is
     empowered to indemnify any person who is made a party to any threatened,
     pending or completed action, suit or proceeding by reason of the fact that
     he is or was a director, officer, employer or agent of the Registrant or is
     or was serving, at the request of the Registrant, in any of such capacities
     of another corporation or other enterprise, if such director, officer,
     employee or agent acted in good faith and in a manner he reasonably
     believed to be in or not opposed to the best interests of the Registrant,
     and, with respect to any criminal action or proceeding, had no reasonable
     cause to believe his conduct was unlawful.  This statute describes in
     detail the right of the Registrant to indemnify any such person.  Article
     IX of the By-Laws of the Registrant, as amended, provides generally for
     indemnification of all such directors, officers, employees and agents to
     the full extent permitted under the above-referenced Delaware statute.

     ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED
               -----------------------------------

               Not applicable.

     ITEM 8.   EXHIBITS
               --------

               The following Exhibits are filed herewith as part of this
     Registration Statement:

               Exhibit No.    Description
               -----------    -----------

               4(a)(1)*       Miltope Group Inc. 1995 Stock Option and
                              Performance Award Plan

               4(a)(2)*       Form of Non-Qualified Stock Option
                              Agreement under the 1995 Stock Option
                              and Performance Award Plan

               4(a)(3)*       Form of Incentive Stock Option Agreement
                              under the 1995 Stock Option and
                              Performance Award Plan

               5*             Opinion of Reid & Priest LLP

               23(a)*         Consent of Deloitte & Touche LLP

               23(b)*         Consent of Reid & Priest LLP (included
                              in Exhibit 5)

               24*            Power of Attorney (See page II-5)

               99*            Additional Exhibits (Calculation
                              of Registration Fee)

     -----------------
     *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 of 1933;

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

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

               provided, however, that paragraphs (a)(l)(i) and (a)(l)(ii) of
               --------  -------
     this section do not apply if the Registration Statement is on Form S-3,
     Form S-8 or Form F-3, and if the information required to be included in a
     post-effective amendment by those paragraphs is contained in periodic
     reports filed with or furnished to the Commission by the Registrant
     pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
     1934 that are incorporated by reference in the Registration Statement.

                    (2)  That, for the purpose of determining any liability
     under the Securities Act of 1933, each such posteffective 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 (and, where
     applicable, each filing of an employee benefit plan's annual report
     pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
     incorporated by reference in the Registration Statement shall be deemed to
     be a new registration statement relating to the securities offered therein,
     and the offering of such securities at that time shall be deemed to be the
     initial bona fide offering thereof.

               (h)  Insofar as indemnification for liabilities arising under the
     Securities Act of 1933 may be permitted to directors, officers and
     controlling persons of the Registrant pursuant to the foregoing provisions,
     or otherwise, the Registrant has been advised that in the opinion of the
     Securities and Exchange Commission such indemnification is against public
     policy as expressed in the Act and is, therefore, unenforceable.  In the
     event that a claim for indemnification against such liabilities (other than
     the payment by the Registrant of expenses incurred or paid by a director,
     officer or controlling person of the Registrant in the successful defense
     of any action, suit or proceeding) is asserted by such director, officer or
     controlling person in connection with the securities being registered, the
     Registrant will, unless in the opinion of its counsel the matter has been
     settled by controlling precedent, submit to a court of appropriate
     jurisdiction the question whether such indemnification by it is against
     public policy as expressed in the Act and will be governed by the final
     adjudication of such issue.

     <PAGE>

                                      SIGNATURES

               Pursuant to the requirements of the Securities Act of 1933, as
     amended, the Registrant certifies that it has reasonable grounds to believe
     that it meets all of the requirements for filing on Form S-8 and has duly
     caused this Registration Statement to be signed on its behalf by the
     undersigned, thereunto duly authorized, in the City of New York, State of
     New York, on the 21st day of December, 1995.


                              MILTOPE GROUP INC.


                              By: /s/George K. Webster
                                 ----------------------------------------------
                                  George K. Webster
                                  President and Chief Executive Officer

                                  POWER OF ATTORNEY

               KNOW ALL MEN BY THESE PRESENTS, that each director and officer
     whose signature appears below constitutes and appoints George K. Webster
     and Leonard Gubar, or either of them, his true and lawful attorney-in-fact
     and agent, with full power of substitution, to sign in any and all
     capacities any and all post-effective amendments to this Registration
     Statement on Form S-8 and to file the same with all exhibits thereto and
     other documents in connection therewith with the Securities and Exchange
     Commission, granting such attorneys-in-fact and agents, and each of them,
     full power and authority to do all such other acts and execute all such
     other documents as they, or any of them, may deem necessary or desirable in
     connection with the foregoing, as fully as the undersigned might or could
     do in person, hereby ratifying and confirming all that such attorneys-in-
     fact and agents, or any of them, 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 by the following
     persons in the capacities and on the dates indicated:


     Signature                Title                           Date


     /s/George K. Webster     President and Chief Executive   December 21, 1995
     -----------------------  Officer (Principal Executive
     George K. Webster        Officer)


     /s/James Matthews        Vice President, Finance and     December 21, 1995
     -----------------------  Chief Financial Officer
     James Matthews           (Principal Financial and 
                              Accounting Officer)


     /s/Alvin E. Nashman      Director                        December 21, 1995
     -----------------------
     Alvin E. Nashman


     /s/William Mustard
     ----------------------   Director                        December 21, 1995
     William Mustard
     Director


     ----------------------   Director                        December   , 1995
     Jan H. Stenbeck


     /s/Franklin Miller
     -----------------------  Director                        December 21, 1995
     Franklin Miller


     /s/John Cusick
     -----------------------  Director                        December 21, 1995
     John Cusick


     /s/J. Shelby Bryan
     -----------------------  Director                        December 21, 1995
     J. Shelby Bryan


     /s/William Dickinson     Director                        December 21, 1995
     ----------------------
     William Dickinson


     /s/Richard Pandolfi
     ----------------------   Director                        December 21, 1995
     Richard Pandolfi

     <PAGE>

                                  INDEX TO EXHIBITS
                                  -----------------



     Exhibit Number      Description of Exhibit             Page
     --------------      ----------------------             ----
     4(a)(1)             Miltope Group Inc. 1995 
                         Stock Option and 
                         Performance Award Plan..........

     4(a)(2)             Form of Non-Qualified Stock
                         Option Agreement under the
                         1995 Stock Option and
                         Performance Award Plan..........

     4(a)(3)             Form of Incentive Stock
                         Option Agreement under the
                         1995 Stock Option and 
                         Performance Award Plan..........

     5                   Opinion of Reid & Priest
                         LLP.............................

     23(a)               Consent of Deloitte & Touche
                         LLP.............................

     23(b)               Consent of Reid & Priest LLP
                         (included with Exhibit 5).......

     24                  Power of Attorney (See page
                         II-5)...........................

     99                  Additional Exhibits (Calculation
                         of Registration Fee)............
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 20743}]
{"company-data": {"conformed-name": "MILTOPE GROUP INC", "cik": "0000752692", "assigned-sic": "3577", "irs-number": "112693062", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-65233", "film-number": "95603405"}, "business-address": {"street1": "500 RICHARDSON RD S", "city": "HOPE HULL", "state": "AL", "zip": "36043", "phone": "5164200200"}, "mail-address": {"street1": "500 RICHARDSON ROAD SOUTH", "city": "HOPE HULL", "state": "AL", "zip": "36043"}}
The Registrant requests that the Registration Statement become effective
     immediately upon filing pursuant to Securities Act Rule 462.
     As filed with the Securities and Exchange Commission on December 21, 1995
                                             Registration No. 33-
     ===========================================================================
                          SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON D.C.  20549

                              _________________________

                                       FORM S-8

                                REGISTRATION STATEMENT

                                        UNDER

                              THE SECURITIES ACT OF 1933
                              _________________________

                                  MILTOPE GROUP INC.
                ------------------------------------------------------
                (Exact name of Registrant as specified in its charter)

                    Delaware                                11-2693062
               -------------------------------         -------------------------
               (State or other jurisdiction of         (I.R.S. Employer
               incorporation or organization)          Identification No.)

     500 Richardson Road South, Hope Hull, Alabama          36043
     ---------------------------------------------------------------------------
     (Address of Principal Executive Offices)               (Zip Code)

                                  MILTOPE GROUP INC.
                     1995 Stock Option and Performance Award Plan
                     --------------------------------------------
                               (Full title of the plan)

                                  George K. Webster
                        President and Chief Executive Officer
                                  Miltope Group Inc.
                              500 Richardson Road South
                               Hope Hull, Alabama 36043
                  -------------------------------------------------
                       (Name and address of agent for service)

                                    (334) 284-8665
            -------------------------------------------------------------
            (Telephone number, including area code, of agent for service)

                                   With a copy to:

                                 Leonard Gubar, Esq.
                                  Reid & Priest LLP
                                 40 West 57th Street
                              New York, New York  10019
                                    (212) 603-2000

     ===========================================================================
                           CALCULATION OF REGISTRATION FEE
                           -------------------------------

     Title of      Amount        Proposed         Proposed     Amount of
     securities to to be         maximum          maximum      registration
     be registered registered(1) offering price   aggregate    fee 
                                 per share        offering
                                                  price
     ------------- ------------- --------------   ---------    ------------
     Common Stock  375,000 shs.  $2.875 (2)       $1,078,125   $371.77 (3)
     Common Stock  125,000 shs.  $3.23  (4)       $  403,750   $139.22 (5)
                   -------                        ----------   -------
                   500,000 shs.                   $1,481,875   $510.99

     ==========================================================================
     (1)  In addition, pursuant to Rule 416(a), this Registration Statement also
          covers such indeterminate number of shares as may become subject to
          options under the Miltope Group Inc. 1995 Stock Option and Performance
          Award Plan (the "1995 Plan") as a result of the adjustment provisions
          contained therein.
     (2)  The proposed maximum offering price per share was calculated pursuant
          to Rule 457(c) using the average of the high and low prices of the
          Common Stock on The Nasdaq Stock Market's National Market on December
          18, 1995.
     (3)  The amount of the registration fee for shares of Common Stock issuable
          with respect to options that may be granted in the future under the
          1995 Plan was calculated pursuant to Rule 457(c) using the average of
          the high and low prices of the Common Stock on The Nasdaq Stock
          Market's National Market on December 18, 1995.
     (4)  The proposed maximum offering price per share was calculated pursuant
          to Rule 457(h) based upon the average exercise price at which such
          outstanding options to purchase shares of Common Stock under the 1995
          Plan may be exercised.
     (5)  The amount of the registration fee for shares of Common Stock issuable
          upon exercise of outstanding options under the 1995 Plan was
          calculated pursuant to Rule 457(h) using the prices at which such
          options may be exercised.
PART I*

                 INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

     ITEM 1.   PLAN INFORMATION
               ----------------

     ITEM 2.   REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
               -----------------------------------------------------------

     -----------------
     *    Information required by Part I to be contained in the Section 10(a)
          Prospectus is omitted from the Registration Statement in accordance
          with Rule 428 under the Securities Act of 1933, as amended, and the
          Note to Part I of Form S-8.
PART II

                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE
               ---------------------------------------

               Each of the following documents filed by the Registrant with the
     Securities and Exchange Commission (the "Commission") is incorporated
     herein by reference.

               1.   (a)  The Registrant's Annual Report on Form 10-K for the
     fiscal year ended December 31, 1994.

                    (b)  The Registrant's Quarterly Report on Form 10-Q for the
     fiscal quarter ended March 31, 1995.

                    (c)  The Registrant's Current Report on Form 8-K dated April
     18, 1995.

                    (d)  The Registrant's Quarterly Report on Form 10-Q for the
     fiscal quarter ended July 1, 1995.

                    (e)  The Registrant's Quarterly Report on Form 10-Q for the
     fiscal quarter ended October 1, 1995.

               2.   The description of the Common Stock which is contained in
     the Registrant's Form 8-A filed on April 26, 1985 under Section 12(g) of
     the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
     including any amendments or reports filed for the purpose of updating such
     description. 

               All documents subsequently filed by the Registrant pursuant to
     Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the effective
     date of this Registration Statement and prior to the filing of a
     post-effective amendment which indicates that all securities offered
     hereunder have been sold or which de-registers all such securities then
     remaining unsold, shall be deemed to be incorporated by reference herein
     and to be a part hereof from the respective dates of filing of such
     documents.

     ITEM 4.   DESCRIPTION OF SECURITIES
               -------------------------

               Not applicable.

     ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL
               --------------------------------------

               Legal matters in connection with the validity of the issuance of
     the securities offered hereby will be passed upon by Reid & Priest LLP, 40
     West 57th Street, New York, New York 10019.  Leonard Gubar, a member of
     such firm, serves as the Secretary of the Registrant.

     Item 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS
               -----------------------------------------

               The Registrant is a Delaware corporation.  Section 145 of the
     Delaware General Corporation Law generally provides that a corporation is
     empowered to indemnify any person who is made a party to any threatened,
     pending or completed action, suit or proceeding by reason of the fact that
     he is or was a director, officer, employer or agent of the Registrant or is
     or was serving, at the request of the Registrant, in any of such capacities
     of another corporation or other enterprise, if such director, officer,
     employee or agent acted in good faith and in a manner he reasonably
     believed to be in or not opposed to the best interests of the Registrant,
     and, with respect to any criminal action or proceeding, had no reasonable
     cause to believe his conduct was unlawful.  This statute describes in
     detail the right of the Registrant to indemnify any such person.  Article
     IX of the By-Laws of the Registrant, as amended, provides generally for
     indemnification of all such directors, officers, employees and agents to
     the full extent permitted under the above-referenced Delaware statute.

     ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED
               -----------------------------------

               Not applicable.

     ITEM 8.   EXHIBITS
               --------

               The following Exhibits are filed herewith as part of this
     Registration Statement:

               Exhibit No.    Description
               -----------    -----------

               4(a)(1)*       Miltope Group Inc. 1995 Stock Option and
                              Performance Award Plan

               4(a)(2)*       Form of Non-Qualified Stock Option
                              Agreement under the 1995 Stock Option
                              and Performance Award Plan

               4(a)(3)*       Form of Incentive Stock Option Agreement
                              under the 1995 Stock Option and
                              Performance Award Plan

               5*             Opinion of Reid & Priest LLP

               23(a)*         Consent of Deloitte & Touche LLP

               23(b)*         Consent of Reid & Priest LLP (included
                              in Exhibit 5)

               24*            Power of Attorney (See page II-5)

               99*            Additional Exhibits (Calculation
                              of Registration Fee)

     -----------------
     *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 of 1933;

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

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

               provided, however, that paragraphs (a)(l)(i) and (a)(l)(ii) of
               --------  -------
     this section do not apply if the Registration Statement is on Form S-3,
     Form S-8 or Form F-3, and if the information required to be included in a
     post-effective amendment by those paragraphs is contained in periodic
     reports filed with or furnished to the Commission by the Registrant
     pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
     1934 that are incorporated by reference in the Registration Statement.

                    (2)  That, for the purpose of determining any liability
     under the Securities Act of 1933, each such posteffective 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 (and, where
     applicable, each filing of an employee benefit plan's annual report
     pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
     incorporated by reference in the Registration Statement shall be deemed to
     be a new registration statement relating to the securities offered therein,
     and the offering of such securities at that time shall be deemed to be the
     initial bona fide offering thereof.

               (h)  Insofar as indemnification for liabilities arising under the
     Securities Act of 1933 may be permitted to directors, officers and
     controlling persons of the Registrant pursuant to the foregoing provisions,
     or otherwise, the Registrant has been advised that in the opinion of the
     Securities and Exchange Commission such indemnification is against public
     policy as expressed in the Act and is, therefore, unenforceable.  In the
     event that a claim for indemnification against such liabilities (other than
     the payment by the Registrant of expenses incurred or paid by a director,
     officer or controlling person of the Registrant in the successful defense
     of any action, suit or proceeding) is asserted by such director, officer or
     controlling person in connection with the securities being registered, the
     Registrant will, unless in the opinion of its counsel the matter has been
     settled by controlling precedent, submit to a court of appropriate
     jurisdiction the question whether such indemnification by it is against
     public policy as expressed in the Act and will be governed by the final
     adjudication of such issue.
SIGNATURES

               Pursuant to the requirements of the Securities Act of 1933, as
     amended, the Registrant certifies that it has reasonable grounds to believe
     that it meets all of the requirements for filing on Form S-8 and has duly
     caused this Registration Statement to be signed on its behalf by the
     undersigned, thereunto duly authorized, in the City of New York, State of
     New York, on the 21st day of December, 1995.

                              MILTOPE GROUP INC.

                              By: /s/George K. Webster
                                 ----------------------------------------------
                                  George K. Webster
                                  President and Chief Executive Officer

                                  POWER OF ATTORNEY

               KNOW ALL MEN BY THESE PRESENTS, that each director and officer
     whose signature appears below constitutes and appoints George K. Webster
     and Leonard Gubar, or either of them, his true and lawful attorney-in-fact
     and agent, with full power of substitution, to sign in any and all
     capacities any and all post-effective amendments to this Registration
     Statement on Form S-8 and to file the same with all exhibits thereto and
     other documents in connection therewith with the Securities and Exchange
     Commission, granting such attorneys-in-fact and agents, and each of them,
     full power and authority to do all such other acts and execute all such
     other documents as they, or any of them, may deem necessary or desirable in
     connection with the foregoing, as fully as the undersigned might or could
     do in person, hereby ratifying and confirming all that such attorneys-in-
     fact and agents, or any of them, 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 by the following
     persons in the capacities and on the dates indicated:

     Signature                Title                           Date

     /s/George K. Webster     President and Chief Executive   December 21, 1995
     -----------------------  Officer (Principal Executive
     George K. Webster        Officer)

     /s/James Matthews        Vice President, Finance and     December 21, 1995
     -----------------------  Chief Financial Officer
     James Matthews           (Principal Financial and 
                              Accounting Officer)

     /s/Alvin E. Nashman      Director                        December 21, 1995
     -----------------------
     Alvin E. Nashman

     /s/William Mustard
     ----------------------   Director                        December 21, 1995
     William Mustard
     Director

     ----------------------   Director                        December   , 1995
     Jan H. Stenbeck

     /s/Franklin Miller
     -----------------------  Director                        December 21, 1995
     Franklin Miller

     /s/John Cusick
     -----------------------  Director                        December 21, 1995
     John Cusick

     /s/J. Shelby Bryan
     -----------------------  Director                        December 21, 1995
     J. Shelby Bryan

     /s/William Dickinson     Director                        December 21, 1995
     ----------------------
     William Dickinson

     /s/Richard Pandolfi
     ----------------------   Director                        December 21, 1995
     Richard Pandolfi
INDEX TO EXHIBITS
                                  -----------------

     Exhibit Number      Description of Exhibit             Page
     --------------      ----------------------             ----
     4(a)(1)             Miltope Group Inc. 1995 
                         Stock Option and 
                         Performance Award Plan..........

     4(a)(2)             Form of Non-Qualified Stock
                         Option Agreement under the
                         1995 Stock Option and
                         Performance Award Plan..........

     4(a)(3)             Form of Incentive Stock
                         Option Agreement under the
                         1995 Stock Option and 
                         Performance Award Plan..........

     5                   Opinion of Reid & Priest
                         LLP.............................

     23(a)               Consent of Deloitte & Touche
                         LLP.............................

     23(b)               Consent of Reid & Priest LLP
                         (included with Exhibit 5).......

     24                  Power of Attorney (See page
                         II-5)...........................

     99                  Additional Exhibits (Calculation
                         of Registration Fee)............