As filed with the Securities and Exchange Commission on May 22, 1995

                              Registration No. 33-

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

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

                          ELECTRONIC ASSOCIATES, INC.
             (Exact name of registrant as specified in its charter)

<TABLE>
           <S>                                                                <C>

                       New Jersey                                                 21-0606484
             (State or other jurisdiction of                                   (I.R.S. Employer
             incorporation or organization)                                   Identification No.)

                  185 Monmouth Parkway                                               07764
              West Long Branch, New Jersey                                        (Zip Code)
                     (908) 229-1100
            (Address and telephone number of
              Principal Executive Offices)

</TABLE>

               1994 Stock Option Plan for Non-Employee Directors
                            (Full title of the Plan)

                             Richard P. Jaffe, Esq.
                     Mesirov Gelman Jaffe Cramer & Jamieson
                               1735 Market Street
                           Philadelphia PA 19103-7598
                                 (215) 994-1046
           (Name, address and telephone number of agent for service)

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
                                                      Proposed Maximum          Proposed Maximum         Amount of
    Title of Securities         Amount to be           Offering Price          Aggregate Offering      Registration
     to be Registered          Registered(1)            Per Share(2)                Price(2)               Fee(2)
    -------------------        -------------          ----------------         ------------------      ------------
<S>                            <C>                        <C>                      <C>                    <C>
Common Stock                   400,000 shares              $7.625                  $3,050,000             $1,052

Preferred Stock                400,000 rights                NA                        NA                   NA
Purchase Rights

</TABLE>

(1)                 There are registered hereby 400,000 shares of Common Stock
                    ("Common Stock") of Electronic Associates, Inc. (the
                    "Company") issuable pursuant to the Company's 1994 Stock
                    Option Plan for Non-Employee Directors (the "1994 Directors'
                    Stock Option Plan") and 400,000 Preferred Stock Purchase
                    Rights ("Rights") associated with the shares of Common Stock
                    reserved for issuance pursuant to the 1994 Directors' Stock
                    Option Plan. This Registration Statement also relates to
                    such indeterminate number of shares of the Company's Common
                    Stock and associated Rights as may become issuable by reason
                    of the adjustment provisions of the 1994 Directors' Stock
                    Option Plan.

(2)                 The maximum offering price per share of Common Stock and the
                    maximum aggregate offering price for the 400,000 shares of
                    Common Stock being offered pursuant to the 1994 Directors'
                    Stock Option Plan are estimated solely for the purpose of
                    determining the registration fee pursuant to Rule 457(h)
                    under the Securities Act of 1933, as amended. They are based
                    upon the average of the high and low prices of the Common
                    Stock on May 15, 1995 as reported on the New York Stock
                    Exchange ("NYSE"). The Rights associated with the Common
                    Stock are not exercisable or transferable apart from the
                    Common Stock at the present time and no additional
                    consideration will be received by the Company in connection
                    with the granting of such Rights upon issuance of the Common
                    Stock. Accordingly, no material independent value is
                    attributable to the Rights and no separate registration fee
                    is required with respect to such Rights pursuant to Rule
                    457.

Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective.

<PAGE>

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.             Incorporation of Documents by Reference

                    There are hereby incorporated by reference in this
Registration Statement the following documents heretofore filed under the
Securities Exchange Act of 1934, as amended (the "Exchange Act") with the
Securities and Exchange Commission ("Commission"):

                    (a)      The Company's Annual Report on Form 10-K for the
                             year ended December 31, 1994, as amended by Form
                             10-K/A dated April 28, 1995 (Commission File No.
                             1-4680);

                    (b)      All other reports filed by the Company with the
                             Commission since December 31, 1994 pursuant to
                             Section 13(a) or 15(d) of the Exchange Act,
                             including the following:

                             (i)     Form 10-Q for the quarterly period ending
                                     April 1, 1995.

                             (ii)    Form 8-K dated January 4, 1995, as amended,
                                     reporting that the Company acquired by
                                     merger Tanon Manufacturing, Inc. of
                                     Fremont, California, formerly a privately
                                     held company which provides electronic
                                     manufacturing services to original
                                     equipment manufacturers.

                             (iii)   Form 8-K dated January 16, 1995, as
                                     amended, reporting that the Company
                                     acquired a 25% equity interest in BarOn
                                     Technologies, Ltd., a privately held
                                     company located in Haifa, Israel, engaged
                                     in the research and development of input
                                     devices for computers that can directly
                                     digitize handwriting in a variety of
                                     languages, from any surface, and a right to
                                     acquire an additional 8.33% equity interest
                                     in BarOn Technologies, Ltd.

                    (c)      The description of the Company's Common Stock
                             contained in the registration statement therefor
                             under Section 12 of the Exchange Act, including any
                             amendment or report filed for the purpose of
                             updating such description; and

                    (d)      The description of the Company's Preferred Stock
                             Purchase Rights contained in the registration
                             statement therefor under Section 12 of the Exchange
                             Act, including any amendment or report filed for
                             the purpose of updating such description.

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

Item 4.             Description of Securities

                    Not applicable.

                                      II-1

<PAGE>

Item 5.             Interests of Named Experts and Counsel

                    The validity of the Common Stock and associated Rights being
registered by this Registration Statement will be passed upon for the Company by
Mesirov Gelman Jaffe Cramer & Jamieson, Philadelphia, Pennsylvania, counsel to
the Company. Richard P. Jaffe, a partner of such law firm, is the Secretary of
the Company.

Item 6.             Indemnification of Directors and Officers

                    As expressly permitted by the New Jersey Business
Corporation Act (the "NJBCA"), Article ELEVENTH of the Company's Certificate of
Incorporation, as amended, provides that, to the fullest extent permitted by the
NJBCA as from time to time in effect, a director or officer of the Company shall
not be liable to the Company or its shareholders for damages for breach of such
person's fiduciary duty as a director or officer. Accordingly, the Company or a
shareholder may only prosecute an action against a director or officer for
damages if the Company or shareholder can show a breach of the director's or
officer's duty of loyalty to the Company or its shareholders, a failure by the
director or officer to act in good faith or a knowing violation of law, or
receipt by the director or officer of an improper personal benefit.

                    Article 37 of the Company's by-laws ("Article 37") provides,
among other things, that the Company shall, to the fullest extent permitted by
the laws of the State of New Jersey as from time to time in effect, indemnify
any person who is or was made a party or is threatened to be made a party to any
proceeding by reason of the fact that he is or was a director or officer of the
Company or, while serving as a director or officer of the Company, is or was
serving at the request of the Company as a director, officer, trustee, employee
or agent of another corporation, partnership, trust, employee benefit plan or
other enterprise against all expenses and liabilities. Article 37 further
provides that the Company shall, from time to time, reimburse or advance to any
such director or officer the funds necessary for payment of expenses incurred in
connection with any proceeding, upon receipt of a written undertaking by or on
behalf of such director or officer to repay such amount unless it shall
ultimately be determined that he is entitled to indemnification. The rights and
authority conferred in Article 37 are not exclusive of any other right which an
indemnified party may have or acquire under any statute, provision of the
Company's by-laws, agreement, vote of the shareholders or directors or
otherwise.

                    The NJBCA generally provides that a corporation may, and in
certain circumstances, shall, indemnify its officers, directors, employees and
agents ("Corporate Agents"), Corporate Agents of constituent corporations that
it has absorbed by merger or consolidation, and Corporate Agents of other
corporations if such Corporate Agents serve at the indemnifying corporation's
request. A corporation may indemnify such Corporate Agent in a civil proceeding
if the Corporate Agent acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the corporation and,
in a criminal proceeding, if he had no reasonable cause to believe his conduct
was unlawful, except that indemnification is not permitted in an action by or in
the right of the corporation if the Corporate Agent is adjudged to be liable to
the corporation, unless the court in which the proceeding was brought shall have
determined that indemnification is appropriate in light of the circumstances of
the case.

                    The Company has purchased and maintains insurance for its
officers and directors against certain liabilities, including liabilities under
the Securities Act of 1933, as amended. The effect of such insurance is to
indemnify any officer or director of the Company against expenses, judgements,
fines,

                                      II-2

<PAGE>

attorney's fees and other amounts paid in settlements incurred by him,
subject to certain exclusions. Such insurance does not insure against any such
amount incurred by an officer or director as a result of his own dishonesty.

Item 7.             Exemption From Registration Claimed

                    Not applicable.

Item 8.             Exhibits

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

                     4(a)                 Certificate of Incorporation, as
                                          amended, was filed as Exhibit 3.1 to
                                          the Company's Registration Statement
                                          on Form S-1, as amended, No. 33-81892,
                                          and is hereby incorporated by
                                          reference.

                     4(b)                 Rights Agreement, dated as of
                                          February 10, 1988, between the Company
                                          and Manufacturers Hanover Trust
                                          Company, as Rights Agent, was filed as
                                          Exhibit 1 to the Company's Form 8-A,
                                          dated February 11, 1988, and is
                                          hereby incorporated by reference.
                                          (File No. 1-4680).

                     4(c)                 Amendment, dated as of October 24,
                                          1990, to the Rights Agreement, was
                                          filed as Exhibit 2 to the Company's
                                          Form 8, dated October 24, 1990, and is
                                          hereby incorporated by reference.

                      4(d)                1994 Stock Option Plan for
                                          Non-Employee Directors was filed as
                                          Appendix II to the Company's
                                          Definitive Proxy Statement dated
                                          April 18, 1994, and is hereby
                                          incorporated by reference.

                      5                   Opinion of Mesirov Gelman Jaffe Cramer
                                          & Jamieson.

                      23(a)               Consent of Arthur Andersen LLP,
                                          Independent Public Accountants
                                          of Electronic Associates, Inc.

                      23(b)               Consent of KPMG Peat Marwick LLP,
                                          Independent Auditors of Tanon
                                          Manufacturing, Inc.

                      23(c)               Consent of Shilling & Kenyon Inc.,
                                          Certified Public Accountants of
                                          Tanon Manufacturing, Inc.

                      23(d)               Consents of Luboshitz, Kasierer & Co.,
                                          and Yosef Shimony, Independent
                                          Public Accountants of BarOn 
                                          Technologies Ltd.

                      23(e)               Consent of Mesirov Gelman Jaffe Cramer
                                          & Jamieson (included in Exhibit 5).

                      24                  Power of Attorney (set forth on
                                          signature page hereto).

                                      II-3

<PAGE>

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, as amended (the "Securities
                                     Act");

                                     (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;

                                     (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) do not apply if
                                     the registration statement is on Form S-3
                                     or Form S-8, and the information required
                                     to be included in a post-effective
                                     amendment by those paragraphs is contained
                                     in periodic reports filed by the registrant
                                     pursuant to Section 13 or Section 15(d) of
                                     the Securities Exchange Act of 1934, as
                                     amended (the "Exchange Act"), that are
                                     incorporated by reference in the
                                     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 the purposes of determining any liability under
                             the Securities Act, each filing of the registrant's
                             annual report pursuant to Section 13(a) or Section
                             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 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.

                                      II-4

<PAGE>

                    (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 Securities and Exchange
                             Commission 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.

                                      II-5

<PAGE>

                                   SIGNATURES

                    Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of West Long Branch, State of New Jersey on the
19th day of May, 1995.

                                            ELECTRONIC ASSOCIATES, INC.

                                             By:/s/ Joseph R. Spalliero
                                                -----------------------------
                                               Joseph R. Spalliero, President

                    KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Irwin L. Gross, Jules M.
Seshens, Joseph R. Spalliero and Jonathan R. Wolter, and each of them, 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)
to this Registration Statement, and to file the same, with all exhibits thereto,
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 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 of 1933,
this registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>

Signature                                     Title                                                Date

<S>                                           <C>                                              <C>

/s/  Irwin L. Gross                           Chairman of the Board                         May 19, 1995
---------------------------------------
Irwin L. Gross

/s/ Joseph R. Spalliero                       Director and President                        May 19, 1995
---------------------------------------       (Principal Executive Officer)
Joseph R. Spalliero

                      [Signatures continued on next page]

                                      II-6

<PAGE>

Signature                                     Title                                                Date

/s/ Jonathan R. Wolter                        Treasurer and Vice                            May 19, 1995
---------------------------------------       President, Finance
Jonathan R. Wolter                            (Principal Financial and
                                              Accounting Officer)

/s/ Bruce P. Murray                           Director                                      May 19, 1995
--------------------------------------
Bruce P. Murray

/s/ Jules M. Seshens                          Director                                      May 19, 1995
---------------------------------------
Jules M. Seshens

/s/ G. Corson Ellis                           Director                                      May 19, 1995
-----------------------------------------
G. Corson Ellis

/s/ Seth Joseph Antine                        Director                                      May 19, 1995
-----------------------------------------
Seth Joseph Antine

----------------------------------------      Director                                      May __, 1995
Michael M. Michigami

</TABLE>

                                      II-7

<PAGE>

                                 EXHIBIT INDEX
                                 -------------
<TABLE>
<CAPTION>

Exhibit No.                  Description                                                                     Page
-----------                  -----------                                                                     ----
<S>                  <C>                                                                                     <C>

4(a)                Certificate of Incorporation, as amended, was filed as Exhibit 3.1 to the
                    Company's Registration Statement on Form S-1, as amended, No. 33-
                    81892, and is hereby incorporated by reference.

4(b)                Rights Agreement, dated as of February 10, 1988, between the Company
                    and Manufacturers Hanover Trust Company, as Rights Agent, was filed
                    as Exhibit 1 to the Company's Form 8-A, dated February 11, 1988, and
                    is hereby incorporated by reference.  (File No. 1-4680).

4(c)                Amendment, dated as of October 24, 1990, to the Rights
                    Agreement, was filed as Exhibit 2 to the Company's Form 8,
                    dated October 24, 1990, and is hereby incorporated by
                    reference.

4(d)                1994 Stock Option Plan for Non-Employee Directors was filed
                    as Appendix II to the Company's Definitive Proxy Statement
                    dated April 18, 1994, and is hereby incorporated by
                    reference.

5                   Opinion of Mesirov Gelman Jaffe Cramer & Jamieson.

23(a)               Consent of Arthur Andersen LLP, Independent Public
                    Accountants of Electronic Associates, Inc.

23(b)               Consent of KPMG Peat Marwick LLP, Independent Auditors of
                    Tanon Manufacturing, Inc.

23(c)               Consent of Shilling & Kenyon Inc., Certified Public
                    Accountants of Tanon Manufacturing, Inc.

23(d)               Consents of Luboshitz, Kasierer & Co., and Yosef Shimony,
                    Independent Public Accountants of BarOn Technologies Ltd.

23(e)               Consent of Mesirov Gelman Jaffe Cramer & Jamieson
                    (included in Exhibit 5).

24                  Power of Attorney (set forth on signature page hereto).

</TABLE>
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 29473}]
As filed with the Securities and Exchange Commission on May 22, 1995

                              Registration No. 33-

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

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

                          ELECTRONIC ASSOCIATES, INC.
             (Exact name of registrant as specified in its charter)
New Jersey                                                 21-0606484
             (State or other jurisdiction of                                   (I.R.S. Employer
             incorporation or organization)                                   Identification No.)

                  185 Monmouth Parkway                                               07764
              West Long Branch, New Jersey                                        (Zip Code)
                     (908) 229-1100
            (Address and telephone number of
              Principal Executive Offices)
1994 Stock Option Plan for Non-Employee Directors
                            (Full title of the Plan)

                             Richard P. Jaffe, Esq.
                     Mesirov Gelman Jaffe Cramer & Jamieson
                               1735 Market Street
                           Philadelphia PA 19103-7598
                                 (215) 994-1046
           (Name, address and telephone number of agent for service)

                        CALCULATION OF REGISTRATION FEE
Proposed Maximum          Proposed Maximum         Amount of
    Title of Securities         Amount to be           Offering Price          Aggregate Offering      Registration
     to be Registered          Registered(1)            Per Share(2)                Price(2)               Fee(2)
    -------------------        -------------          ----------------         ------------------      ------------
Common Stock                   400,000 shares              $7.625                  $3,050,000             $1,052

Preferred Stock                400,000 rights                NA                        NA                   NA
Purchase Rights
(1)                 There are registered hereby 400,000 shares of Common Stock
                    ("Common Stock") of Electronic Associates, Inc. (the
                    "Company") issuable pursuant to the Company's 1994 Stock
                    Option Plan for Non-Employee Directors (the "1994 Directors'
                    Stock Option Plan") and 400,000 Preferred Stock Purchase
                    Rights ("Rights") associated with the shares of Common Stock
                    reserved for issuance pursuant to the 1994 Directors' Stock
                    Option Plan. This Registration Statement also relates to
                    such indeterminate number of shares of the Company's Common
                    Stock and associated Rights as may become issuable by reason
                    of the adjustment provisions of the 1994 Directors' Stock
                    Option Plan.

(2)                 The maximum offering price per share of Common Stock and the
                    maximum aggregate offering price for the 400,000 shares of
                    Common Stock being offered pursuant to the 1994 Directors'
                    Stock Option Plan are estimated solely for the purpose of
                    determining the registration fee pursuant to Rule 457(h)
                    under the Securities Act of 1933, as amended. They are based
                    upon the average of the high and low prices of the Common
                    Stock on May 15, 1995 as reported on the New York Stock
                    Exchange ("NYSE"). The Rights associated with the Common
                    Stock are not exercisable or transferable apart from the
                    Common Stock at the present time and no additional
                    consideration will be received by the Company in connection
                    with the granting of such Rights upon issuance of the Common
                    Stock. Accordingly, no material independent value is
                    attributable to the Rights and no separate registration fee
                    is required with respect to such Rights pursuant to Rule
                    457.

Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.             Incorporation of Documents by Reference

                    There are hereby incorporated by reference in this
Registration Statement the following documents heretofore filed under the
Securities Exchange Act of 1934, as amended (the "Exchange Act") with the
Securities and Exchange Commission ("Commission"):

                    (a)      The Company's Annual Report on Form 10-K for the
                             year ended December 31, 1994, as amended by Form
                             10-K/A dated April 28, 1995 (Commission File No.
                             1-4680);

                    (b)      All other reports filed by the Company with the
                             Commission since December 31, 1994 pursuant to
                             Section 13(a) or 15(d) of the Exchange Act,
                             including the following:

                             (i)     Form 10-Q for the quarterly period ending
                                     April 1, 1995.

                             (ii)    Form 8-K dated January 4, 1995, as amended,
                                     reporting that the Company acquired by
                                     merger Tanon Manufacturing, Inc. of
                                     Fremont, California, formerly a privately
                                     held company which provides electronic
                                     manufacturing services to original
                                     equipment manufacturers.

                             (iii)   Form 8-K dated January 16, 1995, as
                                     amended, reporting that the Company
                                     acquired a 25% equity interest in BarOn
                                     Technologies, Ltd., a privately held
                                     company located in Haifa, Israel, engaged
                                     in the research and development of input
                                     devices for computers that can directly
                                     digitize handwriting in a variety of
                                     languages, from any surface, and a right to
                                     acquire an additional 8.33% equity interest
                                     in BarOn Technologies, Ltd.

                    (c)      The description of the Company's Common Stock
                             contained in the registration statement therefor
                             under Section 12 of the Exchange Act, including any
                             amendment or report filed for the purpose of
                             updating such description; and

                    (d)      The description of the Company's Preferred Stock
                             Purchase Rights contained in the registration
                             statement therefor under Section 12 of the Exchange
                             Act, including any amendment or report filed for
                             the purpose of updating such description.

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

Item 4.             Description of Securities

                    Not applicable.

                                      II-1
Item 5.             Interests of Named Experts and Counsel

                    The validity of the Common Stock and associated Rights being
registered by this Registration Statement will be passed upon for the Company by
Mesirov Gelman Jaffe Cramer & Jamieson, Philadelphia, Pennsylvania, counsel to
the Company. Richard P. Jaffe, a partner of such law firm, is the Secretary of
the Company.

Item 6.             Indemnification of Directors and Officers

                    As expressly permitted by the New Jersey Business
Corporation Act (the "NJBCA"), Article ELEVENTH of the Company's Certificate of
Incorporation, as amended, provides that, to the fullest extent permitted by the
NJBCA as from time to time in effect, a director or officer of the Company shall
not be liable to the Company or its shareholders for damages for breach of such
person's fiduciary duty as a director or officer. Accordingly, the Company or a
shareholder may only prosecute an action against a director or officer for
damages if the Company or shareholder can show a breach of the director's or
officer's duty of loyalty to the Company or its shareholders, a failure by the
director or officer to act in good faith or a knowing violation of law, or
receipt by the director or officer of an improper personal benefit.

                    Article 37 of the Company's by-laws ("Article 37") provides,
among other things, that the Company shall, to the fullest extent permitted by
the laws of the State of New Jersey as from time to time in effect, indemnify
any person who is or was made a party or is threatened to be made a party to any
proceeding by reason of the fact that he is or was a director or officer of the
Company or, while serving as a director or officer of the Company, is or was
serving at the request of the Company as a director, officer, trustee, employee
or agent of another corporation, partnership, trust, employee benefit plan or
other enterprise against all expenses and liabilities. Article 37 further
provides that the Company shall, from time to time, reimburse or advance to any
such director or officer the funds necessary for payment of expenses incurred in
connection with any proceeding, upon receipt of a written undertaking by or on
behalf of such director or officer to repay such amount unless it shall
ultimately be determined that he is entitled to indemnification. The rights and
authority conferred in Article 37 are not exclusive of any other right which an
indemnified party may have or acquire under any statute, provision of the
Company's by-laws, agreement, vote of the shareholders or directors or
otherwise.

                    The NJBCA generally provides that a corporation may, and in
certain circumstances, shall, indemnify its officers, directors, employees and
agents ("Corporate Agents"), Corporate Agents of constituent corporations that
it has absorbed by merger or consolidation, and Corporate Agents of other
corporations if such Corporate Agents serve at the indemnifying corporation's
request. A corporation may indemnify such Corporate Agent in a civil proceeding
if the Corporate Agent acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the corporation and,
in a criminal proceeding, if he had no reasonable cause to believe his conduct
was unlawful, except that indemnification is not permitted in an action by or in
the right of the corporation if the Corporate Agent is adjudged to be liable to
the corporation, unless the court in which the proceeding was brought shall have
determined that indemnification is appropriate in light of the circumstances of
the case.

                    The Company has purchased and maintains insurance for its
officers and directors against certain liabilities, including liabilities under
the Securities Act of 1933, as amended. The effect of such insurance is to
indemnify any officer or director of the Company against expenses, judgements,
fines,

                                      II-2
attorney's fees and other amounts paid in settlements incurred by him,
subject to certain exclusions. Such insurance does not insure against any such
amount incurred by an officer or director as a result of his own dishonesty.

Item 7.             Exemption From Registration Claimed

                    Not applicable.

Item 8.             Exhibits

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

                     4(a)                 Certificate of Incorporation, as
                                          amended, was filed as Exhibit 3.1 to
                                          the Company's Registration Statement
                                          on Form S-1, as amended, No. 33-81892,
                                          and is hereby incorporated by
                                          reference.

                     4(b)                 Rights Agreement, dated as of
                                          February 10, 1988, between the Company
                                          and Manufacturers Hanover Trust
                                          Company, as Rights Agent, was filed as
                                          Exhibit 1 to the Company's Form 8-A,
                                          dated February 11, 1988, and is
                                          hereby incorporated by reference.
                                          (File No. 1-4680).

                     4(c)                 Amendment, dated as of October 24,
                                          1990, to the Rights Agreement, was
                                          filed as Exhibit 2 to the Company's
                                          Form 8, dated October 24, 1990, and is
                                          hereby incorporated by reference.

                      4(d)                1994 Stock Option Plan for
                                          Non-Employee Directors was filed as
                                          Appendix II to the Company's
                                          Definitive Proxy Statement dated
                                          April 18, 1994, and is hereby
                                          incorporated by reference.

                      5                   Opinion of Mesirov Gelman Jaffe Cramer
                                          & Jamieson.

                      23(a)               Consent of Arthur Andersen LLP,
                                          Independent Public Accountants
                                          of Electronic Associates, Inc.

                      23(b)               Consent of KPMG Peat Marwick LLP,
                                          Independent Auditors of Tanon
                                          Manufacturing, Inc.

                      23(c)               Consent of Shilling & Kenyon Inc.,
                                          Certified Public Accountants of
                                          Tanon Manufacturing, Inc.

                      23(d)               Consents of Luboshitz, Kasierer & Co.,
                                          and Yosef Shimony, Independent
                                          Public Accountants of BarOn 
                                          Technologies Ltd.

                      23(e)               Consent of Mesirov Gelman Jaffe Cramer
                                          & Jamieson (included in Exhibit 5).

                      24                  Power of Attorney (set forth on
                                          signature page hereto).

                                      II-3
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, as amended (the "Securities
                                     Act");

                                     (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;

                                     (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) do not apply if
                                     the registration statement is on Form S-3
                                     or Form S-8, and the information required
                                     to be included in a post-effective
                                     amendment by those paragraphs is contained
                                     in periodic reports filed by the registrant
                                     pursuant to Section 13 or Section 15(d) of
                                     the Securities Exchange Act of 1934, as
                                     amended (the "Exchange Act"), that are
                                     incorporated by reference in the
                                     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 the purposes of determining any liability under
                             the Securities Act, each filing of the registrant's
                             annual report pursuant to Section 13(a) or Section
                             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 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.

                                      II-4
(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 Securities and Exchange
                             Commission 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.

                                      II-5
SIGNATURES

                    Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of West Long Branch, State of New Jersey on the
19th day of May, 1995.

                                            ELECTRONIC ASSOCIATES, INC.

                                             By:/s/ Joseph R. Spalliero
                                                -----------------------------
                                               Joseph R. Spalliero, President

                    KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Irwin L. Gross, Jules M.
Seshens, Joseph R. Spalliero and Jonathan R. Wolter, and each of them, 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)
to this Registration Statement, and to file the same, with all exhibits thereto,
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 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 of 1933,
this registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature                                     Title                                                Date
/s/  Irwin L. Gross                           Chairman of the Board                         May 19, 1995
---------------------------------------
Irwin L. Gross

/s/ Joseph R. Spalliero                       Director and President                        May 19, 1995
---------------------------------------       (Principal Executive Officer)
Joseph R. Spalliero

                      [Signatures continued on next page]

                                      II-6
Signature                                     Title                                                Date

/s/ Jonathan R. Wolter                        Treasurer and Vice                            May 19, 1995
---------------------------------------       President, Finance
Jonathan R. Wolter                            (Principal Financial and
                                              Accounting Officer)

/s/ Bruce P. Murray                           Director                                      May 19, 1995
--------------------------------------
Bruce P. Murray

/s/ Jules M. Seshens                          Director                                      May 19, 1995
---------------------------------------
Jules M. Seshens

/s/ G. Corson Ellis                           Director                                      May 19, 1995
-----------------------------------------
G. Corson Ellis

/s/ Seth Joseph Antine                        Director                                      May 19, 1995
-----------------------------------------
Seth Joseph Antine

----------------------------------------      Director                                      May __, 1995
Michael M. Michigami
II-7
EXHIBIT INDEX
                                 -------------
Exhibit No.                  Description                                                                     Page
-----------                  -----------                                                                     ----
4(a)                Certificate of Incorporation, as amended, was filed as Exhibit 3.1 to the
                    Company's Registration Statement on Form S-1, as amended, No. 33-
                    81892, and is hereby incorporated by reference.

4(b)                Rights Agreement, dated as of February 10, 1988, between the Company
                    and Manufacturers Hanover Trust Company, as Rights Agent, was filed
                    as Exhibit 1 to the Company's Form 8-A, dated February 11, 1988, and
                    is hereby incorporated by reference.  (File No. 1-4680).

4(c)                Amendment, dated as of October 24, 1990, to the Rights
                    Agreement, was filed as Exhibit 2 to the Company's Form 8,
                    dated October 24, 1990, and is hereby incorporated by
                    reference.

4(d)                1994 Stock Option Plan for Non-Employee Directors was filed
                    as Appendix II to the Company's Definitive Proxy Statement
                    dated April 18, 1994, and is hereby incorporated by
                    reference.

5                   Opinion of Mesirov Gelman Jaffe Cramer & Jamieson.

23(a)               Consent of Arthur Andersen LLP, Independent Public
                    Accountants of Electronic Associates, Inc.

23(b)               Consent of KPMG Peat Marwick LLP, Independent Auditors of
                    Tanon Manufacturing, Inc.

23(c)               Consent of Shilling & Kenyon Inc., Certified Public
                    Accountants of Tanon Manufacturing, Inc.

23(d)               Consents of Luboshitz, Kasierer & Co., and Yosef Shimony,
                    Independent Public Accountants of BarOn Technologies Ltd.

23(e)               Consent of Mesirov Gelman Jaffe Cramer & Jamieson
                    (included in Exhibit 5).

24                  Power of Attorney (set forth on signature page hereto).