<PAGE>   1
                                                                  

    As filed with the Securities and Exchange Commission on October 24, 1996
                                                            Registration No. 33-

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM S-8

             Registration Statement Under The Securities Act of 1933

                          NAPCO SECURITY SYSTEMS, INC.

             (Exact name of registrant as specified in its charter)

         DELAWARE                                        11-2277818
(State or other jurisdiction of                      (I.R.S. Employer
incorporation or organization)                     Identification Number)

  333 BAYVIEW AVENUE                                       11701
AMITYVILLE, NEW YORK                                     (Zip Code)
(Address of Principal Executive Offices)

                        1992 INCENTIVE STOCK OPTION PLAN

                            (Full Title of the Plan)

                                 KEVIN S. BUCHEL
                 Senior Vice President of Operations and Finance
                          Napco Security Systems, Inc.
                               333 Bayview Avenue
                           Amityville, New York 11701

                     (Name and address of agent for service)

                                 (516) 842-9400

          (Telephone number, including area code, of agent for service)

                                 With a copy to:

                             ANTHONY B. BARTON, ESQ.
                           Curto Barton & Alesi, P.C.
                            One Huntington Quadrangle
                               Melville, NY 11747
                                 (516) 293-1300

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
                                                   Proposed                   Proposed
Title of Securities  Amount to be    maximum offering     maximum aggregate       Amount of
to be registered (1)   Registered    price per share (2)    offering price     registration fee
--------------------   ----------    -------------------    --------------     ----------------
<S>        <C>          <C>                <C>                 <C>                  <C>
  Common Stock,
 par value $0.01        814,733            $3.82               $3,112,281           $1,074
</TABLE>

(1)      In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
         this registration statement also covers an indeterminate amount of
         interest to be offered or sold pursuant to the employee benefit plan
         described herein.

(2)      Estimated solely for purposes of calculating the registration fee
         pursuant to Rule 457(h) and based on the average of the high and low
         prices of the Common Stock of Napco Security Systems, Inc. on the
         National Association of Securities Dealers Automated Quotation System
         on October 22, 1996.
<PAGE>   2
                          NAPCO SECURITY SYSTEMS, INC.

                                  COMMON STOCK
                           (PAR VALUE $0.01 PER SHARE)
                              UP TO 814,733 SHARES

                        PROSPECTUS DATED OCTOBER 24, 1996

          This Prospectus relates to up to 814,733 shares of common stock, par
value $0.01 per share (the "Common Stock"), and associated stock options of
Napco Security Systems, Inc., a Delaware corporation (the "Company"), which have
previously been issued or may in the future be issued to certain key employees
of the Company and its subsidiaries pursuant to awards granted under the
Company's 1992 Incentive Stock Option Plan, as amended (the "Plan") to be sold
by the selling stockholders named in "Selling Stockholders" and in Annex I
hereto (the "Selling Stockholders"). The Company will not receive any proceeds
from the sale of the Common Stock, except the option exercise price.

         This document constitutes part of a prospectus covering securities that
have been registered under the Securities Act of 1933.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY PRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

          No person is authorized to give any information or to make any
representations in connection with the offer made in this Prospectus other than
as contained herein and any information or representation not contained herein
must not be relied upon as having been authorized by the Company.
<PAGE>   3
                              AVAILABLE INFORMATION

          The Company has filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement on Form S-8 under the Securities Act of
1933, as amended (the "Securities) with respect to the Common Stock and
associated stock options pursuant to the Plan and to be sold by the Selling
Stockholders pursuant to this Prospectus (the "Registration Statement"). This
Prospectus does not contain all of the information set forth in the Registration
Statement and the exhibits thereto.

          The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith filed reports and other information with the Commission.
Reports, proxy statements and other information filed by the Company with the
Commission may be inspected and copied at the public reference facilities
maintained by the Commission at 450 Fifth Street, N.W., Room 1024, Washington,
D.C. 20549 and at the Commission's New York Regional Office, 7 World Trade
Center, Suite 1300, New York, New York 10048, and Chicago Regional Office, 
Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661. 
Copies of such material may be obtained at prescribed rates upon written 
request addressed to the Commission, Public Reference Section, 450 Fifth 
Street, N.W., Washington, D.C. 20549.

                INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

           The following documents of the Company heretofore filed with the
Commission are hereby incorporated herein by reference:

           (1) Registrant's Annual Report on Form 10-K for the fiscal year ended
June 30, 1996, Commission File No. 0-10004;

           (2) 1982 Amended and Restated Incentive Stock Option Plan (extended
1992) contained in Exhibit 10(b) of the Registrant's Form 10-K for the fiscal
year ended June 30, 1991; and

           (3) Amended and Restated 1992 Incentive Stock Option Plan contained
in Exhibit 4(a) of Part II of the Registrant's Registration Statement on Form
S-8, declared effective on October 24, 1996.

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

                                        2

<PAGE>   4
          The Company will provide without charge to each person to whom this
Prospectus is delivered, upon the written or oral request of any such person, a
copy of any and all of the information incorporated by reference in this
Prospectus (not including exhibits to the information that is incorporated by
reference unless such exhibits are specifically incorporated by reference into
the information that this Prospectus incorporates). Written requests should be
directed to Napco Security Systems, Inc., 333 Bayview Avenue, Amityville, New
York 11701, Attention: Senior Vice President of Operations and Finance.
Telephone requests should be directed to the Senior Vice President of Operations
and Finance (516-842-9400).

                                   THE COMPANY

          The term "Company" as used in this Prospectus includes Napco Security
Systems, Inc. and its subsidiaries, unless the context otherwise requires. The
principal executive offices of the Company are located at 333 Bayview Avenue,
Amityville, New York 11701 and its telephone number is (516) 842-9400.

                              SELLING STOCKHOLDERS

          The table attached as Annex I hereto sets forth, as of the date of
this Prospectus or a subsequent date if amended or supplemented, (a) the name of
each Selling Stockholder and his or her relationship to the Company during the
last three years; (b) the number of shares of Common Stock each Selling
Stockholder: (i) owned of record and (ii) to be offered pursuant to this
Prospectus; and (c) the amount and the percentage of the class of Common Stock
that will be owned by each Selling Stockholder after completion of the offering.
The information contained in Annex I may be amended or supplemented.

                              PLAN OF DISTRIBUTION

         Under the Company's 1992 Incentive Stock Option Plan, as amended ("1992
Plan") which was approved by vote of the stockholders of the Company at the 1992
Annual Meeting (extending the 1982 plan for an additional ten years), incentive
stock options to purchase up to an aggregate of 727,933 shares of Common Stock
as adjusted (plus the shares at the time subject to options) or a total of
815,933 shares may be granted at fair market value to key employees during the 
ten-year period ending in October 2002. Since June 30, 1992 options for 1,200 
shares have been exercised. At June 30, 1996, 738,733 shares were available 
for grant under the 1992 Plan. Options to purchase a total of 76,000 shares 
of Common Stock were outstanding under the 1992 Plan on June 30, 1996, with 
exercise prices of $2.25 to $4.375 per share. The incentive stock options 
included in the foregoing tabulation expire five years from the date of grant, 
are non-transferable and are exercisable beginning with the date of grant

                                        3

<PAGE>   5
in 20 percent cumulative yearly installments.

        Sales of the Common Stock offered hereby may be made NASDAQ or the
over-the-counter market or otherwise at prices and on terms then prevailing or
at prices related to the then current market price, or in negotiated
transactions. In addition, any securities covered by this Prospectus which
qualify for sale pursuant to Rule 144 may be sold under Rule 144 rather than
pursuant to this Prospectus. The Company will not receive any part of the
proceeds of the sales made hereunder except for the option exercise price. All
expenses of registration incurred in connection with this offering are being
borne by the Company, but all selling and other expenses incurred by a Selling
Stockholder will be borne by such stockholder.

          The Common Stock may be sold in (a) a block trade in which the broker
or dealer so engaged will attempt to sell the shares as agent but may position
and resell a portion of the block as principal to facilitate the transaction,
(b) purchases by a broker or dealer as principal and resale by such broker or
dealer for its account pursuant to this Prospectus, and (c) ordinary brokerage
transactions and transactions in which the broker solicits purchases. In
effecting sales, brokers or dealers engaged by the Selling Stockholders may
arrange for other brokers or dealers to participate. Brokers or dealers will
receive commissions or discounts from Selling Stockholders in amounts to be
negotiated immediately prior to Sale. Such brokers or dealers and any other
participating brokers or dealers may be deemed to be "underwriters" within the
meaning of the Securities Act in connection with such sales.

           The Company has informed the Selling Stockholders of the need for
delivery of a copy of this Prospectus in connection with all offers to sell
shares of Common Stock. There is no assurance that any of the Selling
Stockholders will offer for sale or sell any or all of the Common Stock covered
by this Prospectus.

                                     EXPERTS

          The consolidated financial statements, incorporated by reference in
this Prospectus and elsewhere in the Registration Statement, have been audited
by Arthur Anderson LLP, independent public accountants, as indicated in their
report with respect thereto, and are included herein in reliance upon the
authority of said firm as experts in giving said report.

                                        4
<PAGE>   6
                                    ANNEX I*
<TABLE>
<CAPTION>
                                                          Shares to be Beneficially
                                                          Owned upon Completion of
                        Shares of Common                      Offering (1)
Name and Relationship   Stock Beneficially   Shares       -------------------------
to Napco Security         Owned as of        Offered
Systems, Inc.           October 1, 1996      Hereby       Number      Percent
-----------------       ------------------   --------     ------      -------
<S>                     <C>                 <C>          <C>          <C>
Employees during 
last three years
except where noted
by**
Ayers, E.**                  0                1,000        1,000        .02%
Bolton, G.                   0                1,000        1,000        .02%
Buccola, C.                200                4,000        4,200        .10%
Buchel, K.                   1               15,000       15,001        .35%
Budzioch, E.**               0                1,000        1,000        .02%
Bukofsky, A.                 0                1,000        1,000        .02%
Collins, C.                  0                2,500        2,500        .06%
Corsale, C.                  0                1,000        1,000        .02%
Hanselman, C.                0                1,000        1,000        .02%
Johannson, K.                0               11,500       11,500        .27%
Jones, S.                    0                2,000        2,000        .05%
Karl, T.                     0                3,000        3,000        .07%
Keel, F.                     0                2,000        2,000        .05%
Mahoney, K.                  0                1,000        1,000        .02%
Mcbride, G.                450                1,000        1,450        .03%
Mcbride. M.                500                2,000        2,500        .06%
Murray, A.                   0                  500          500        .01%
Paladino, R.             2,625                7,000        9,625        .22%
Potter, D.                   0                1,000        1,000        .02%
Rappaport, J.                0                1,000        1,000        .02%
Russotto, J.                 0                2,000        2,000        .05%
Scardino, J.               400                2,000        2,400        .06%
Schettino, R.                0                1,000        1,000        .02%
Schramme, S.                 0                1,000        1,000        .02%
Shaw, A.                17,025                4,000       21,025        .48%
Sheffey, D.              2,400                2,000        4,400        .10%
Strom, B.                    0                2,500        2,500        .06%
Thomas R.                    0                1,000        1,000        .02%
Zambenedetti, R.             0                1,000        1,000        .02%

Future grantees
 of stock options            0              738,733      738,733      16.91%
                        ------              -------      -------      ------

Totals                  23,601              814,733      838,334      19.19%
                        ======              =======      =======      ======
</TABLE>
---------------------

* To be completed by amendment

(1) Assumes that all options are exercised and all shares offered are sold, that
no additional shares will be purchased and that no additional shares will be
sold.

                                        5
<PAGE>   7
PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

          The following documents of the Registrant heretofore filed with the
Securities and Exchange Commission (the "Commission") are hereby incorporated in
this Registration Statement by reference:

(1)               The Registrant's Annual Report on Form 10-K for the
                  fiscal year ended June 30, 1996 Commission File;

(2)               1982 Amended and Restated Incentive Stock Option Plan
                  (extended 1992) contained in Exhibit 10(b) of the
                  Registrant's Form 10-K for the fiscal year ended June 30,
                  1991.
          All reports and other documents subsequently filed by the Registrant
pursuant to Sections 13(a) and (c), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended, prior to the filing of a post-effective amendment which
indicates that all securities offered hereunder have been sold or which
deregisters all such securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing of such reports and documents.

ITEM 4.   DESCRIPTION OF SECURITIES.

         Under the Company's 1992 Incentive Stock Option Plan, as amended ("1992
Plan") which was approved by vote of the stockholders of the Company at the 1992
Annual Meeting (extending the 1982 plan for an additional ten years), incentive
stock options to purchase up to an aggregate of 727,933 shares of Common Stock
as adjusted (plus the shares at the time subject to options) or a total of
815,933 shares may be granted at fair market value to key employees during the 
ten-year period ending in October 2002. Since June 30, 1992 options for 1,200 
shares have been exercised. At June 30, 1996, 738,733 shares were available for
grant under the 1992 Plan. Options to purchase a total of 76,000 shares of 
Common Stock were outstanding under the 1992 Plan on June 30, 1996, with 
exercise prices of $2.25 to $4.375 per share. The incentive stock options 
included in the foregoing tabulation expire five years from the date of grant, 
are non-transferable and are exercisable beginning with the date of grant in 
20 percent cumulative yearly installments.

                                        6
<PAGE>   8
ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         The validity of the issuance of the shares of Common Stock offered
         pursuant to the Prospectus will be passed on for the Registrant by
         Curto Barton & Alesi, P.C., counsel for the Registrant.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 145 of the General Corporation Law of Delaware empowers the
         Registrant to indemnify, subject to the standards set forth therein,
         any person in connection with any action, suit of proceeding brought or
         threatened by reason of the fact that the person is or was a director,
         officer, employee or agent of the Registrant, or is or was serving as
         such with respect to another corporation at the request of the
         Registrant. The Registrant indemnifies its directors and officers to
         the fullest extent permissible under the General Corporation Law of
         Delaware. The General Corporation Law of Delaware also provides that
         the Registrant may purchase insurance on behalf of any such director,
         officer, employee or agent. The Registrant has purchased insurance on
         behalf of its officers and directors.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

         4(a)     Amended and Restated 1992 Incentive Stock Option
                  Plan

         4(b)     Articles of Incorporation of the Registrant
                  (incorporated by reference to Exhibit 3(a) of the
                  Annual Report of the Registrant on Form 10-K for the
                  fiscal year ended June 30, 1988

         4(c)     By-laws of the Registrant (incorporated by reference
                  to Exhibit 3(b) of the Annual Report of the
                  Registrant on Form 10-K for the fiscal year ended
                  June 30, 1988)

         5(a)     Opinion of Curto Barton & Alesi, P.C.

         24(a)    Consent of Arthur Andersen LLP

         24(b)    Consent of Curto Barton & Alesi, P.C.
                  included in Exhibit 5(a))

                                        7
<PAGE>   9
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 Registrant 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; and

                           (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)(1)(i) and (a)(1)(ii) do not apply if 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 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
                  post-effective amendment shall be deemed to be a new
                  registration statement relating to the securities offered
                  therein, and the offering of such securities at that time
                  shall be deemed to be the initial bona fide offering thereof.

                           (3) To remove from registration by means of a
                  post-effective amendment any of the securities being
                  registered which remain unsold at the termination of the
                  offering.

                  (b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (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

                                        8
<PAGE>   10
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

                  (c) Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant, 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 of 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.

                                        9
<PAGE>   11
                                   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 Amityville, State of New York, on this 22nd day
of October, 1996.

                                              NAPCO SECURITY SYSTEMS, INC.

                                              By:/s/ Kevin S. Buchel
                                                 ------------------------------
                                                 Kevin S. Buchel,
                                                 Senior Vice President of
                                                    Operations and Finance

                  Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature                       Title                           Date
---------                       -----                           ----

<S>                             <C>                             <C>
/s/ Richard Soloway             Chairman of the Board           October 22, 1996
------------------------        of Directors and                               
Richard Soloway                 Secretary, (Co-Principal 
                                Executive Officer) and   
                                Director                 
                                

/s/ Kenneth Rosenberg          President and Treasurer          October 22, 1996
------------------------       (Co-Principal Executive 
Kenneth Rosenberg              Officer) and Director   
                               

/s/ Randy Blaustein             Director                        October 22, 1996
------------------------
Randy Blaustein

/s/ Andrew J. Wilder            Director                        October 22, 1996
------------------------
Andrew J. Wilder

/s/ Kevin S. Buchel             Senior Vice President           October 22, 1996
------------------------        of Operations and    
Kevin S. Buchel                 Finance (Principal       
                                Financial and Accounting 
                                Officer)                 
                                
                                
</TABLE>

                                       10
<PAGE>   12
                                  EXHIBIT INDEX
<TABLE>
<CAPTION>
                                                                     Sequentially
Exhibit                                                              Numbered
Number      Description                                              Page
------      -----------                                              ----
<S>                                                                  <C>

4(a)        Amended and Restated 1992 Incentive
            Stock Option Plan ...................................    E-1

4(b)        Articles of Incorporation of the Registrant
            (incorporated by reference to Exhibit 3(a) of the
            Annual Report of the Registrant on Form 10-K for the
            fiscal year ended June 30, 1988)

4(c)        By-laws of the Registrant (incorporated by reference
            to Exhibit 3(b) of the Annual Report of the
            Registrant on Form 10-K for the fiscal year ended
            June 30, 1988

5(a)        Opinion and Consent of
            Curto Barton & Alesi, P.C. ..........................    E-10

24(a)       Consent of Arthur Andersen LLP ......................    E-12

24 (b)      Consent of Curto Barton & Alesi, P.C.
            (included in Exhibit 5(a))
</TABLE>

                                       E-i
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1
                                                                  

    As filed with the Securities and Exchange Commission on October 24, 1996
                                                            Registration No. 33-

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM S-8

             Registration Statement Under The Securities Act of 1933

                          NAPCO SECURITY SYSTEMS, INC.

             (Exact name of registrant as specified in its charter)

         DELAWARE                                        11-2277818
(State or other jurisdiction of                      (I.R.S. Employer
incorporation or organization)                     Identification Number)

  333 BAYVIEW AVENUE                                       11701
AMITYVILLE, NEW YORK                                     (Zip Code)
(Address of Principal Executive Offices)

                        1992 INCENTIVE STOCK OPTION PLAN

                            (Full Title of the Plan)

                                 KEVIN S. BUCHEL
                 Senior Vice President of Operations and Finance
                          Napco Security Systems, Inc.
                               333 Bayview Avenue
                           Amityville, New York 11701

                     (Name and address of agent for service)

                                 (516) 842-9400

          (Telephone number, including area code, of agent for service)

                                 With a copy to:

                             ANTHONY B. BARTON, ESQ.
                           Curto Barton & Alesi, P.C.
                            One Huntington Quadrangle
                               Melville, NY 11747
                                 (516) 293-1300

                         CALCULATION OF REGISTRATION FEE
Proposed                   Proposed
Title of Securities  Amount to be    maximum offering     maximum aggregate       Amount of
to be registered (1)   Registered    price per share (2)    offering price     registration fee
--------------------   ----------    -------------------    --------------     ----------------
Common Stock,
 par value $0.01        814,733            $3.82               $3,112,281           $1,074
(1)      In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
         this registration statement also covers an indeterminate amount of
         interest to be offered or sold pursuant to the employee benefit plan
         described herein.

(2)      Estimated solely for purposes of calculating the registration fee
         pursuant to Rule 457(h) and based on the average of the high and low
         prices of the Common Stock of Napco Security Systems, Inc. on the
         National Association of Securities Dealers Automated Quotation System
         on October 22, 1996.
2
                          NAPCO SECURITY SYSTEMS, INC.

                                  COMMON STOCK
                           (PAR VALUE $0.01 PER SHARE)
                              UP TO 814,733 SHARES

                        PROSPECTUS DATED OCTOBER 24, 1996

          This Prospectus relates to up to 814,733 shares of common stock, par
value $0.01 per share (the "Common Stock"), and associated stock options of
Napco Security Systems, Inc., a Delaware corporation (the "Company"), which have
previously been issued or may in the future be issued to certain key employees
of the Company and its subsidiaries pursuant to awards granted under the
Company's 1992 Incentive Stock Option Plan, as amended (the "Plan") to be sold
by the selling stockholders named in "Selling Stockholders" and in Annex I
hereto (the "Selling Stockholders"). The Company will not receive any proceeds
from the sale of the Common Stock, except the option exercise price.

         This document constitutes part of a prospectus covering securities that
have been registered under the Securities Act of 1933.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY PRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

          No person is authorized to give any information or to make any
representations in connection with the offer made in this Prospectus other than
as contained herein and any information or representation not contained herein
must not be relied upon as having been authorized by the Company.
3
                              AVAILABLE INFORMATION

          The Company has filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement on Form S-8 under the Securities Act of
1933, as amended (the "Securities) with respect to the Common Stock and
associated stock options pursuant to the Plan and to be sold by the Selling
Stockholders pursuant to this Prospectus (the "Registration Statement"). This
Prospectus does not contain all of the information set forth in the Registration
Statement and the exhibits thereto.

          The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith filed reports and other information with the Commission.
Reports, proxy statements and other information filed by the Company with the
Commission may be inspected and copied at the public reference facilities
maintained by the Commission at 450 Fifth Street, N.W., Room 1024, Washington,
D.C. 20549 and at the Commission's New York Regional Office, 7 World Trade
Center, Suite 1300, New York, New York 10048, and Chicago Regional Office, 
Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661. 
Copies of such material may be obtained at prescribed rates upon written 
request addressed to the Commission, Public Reference Section, 450 Fifth 
Street, N.W., Washington, D.C. 20549.

                INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

           The following documents of the Company heretofore filed with the
Commission are hereby incorporated herein by reference:

           (1) Registrant's Annual Report on Form 10-K for the fiscal year ended
June 30, 1996, Commission File No. 0-10004;

           (2) 1982 Amended and Restated Incentive Stock Option Plan (extended
1992) contained in Exhibit 10(b) of the Registrant's Form 10-K for the fiscal
year ended June 30, 1991; and

           (3) Amended and Restated 1992 Incentive Stock Option Plan contained
in Exhibit 4(a) of Part II of the Registrant's Registration Statement on Form
S-8, declared effective on October 24, 1996.

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

                                        2
4
          The Company will provide without charge to each person to whom this
Prospectus is delivered, upon the written or oral request of any such person, a
copy of any and all of the information incorporated by reference in this
Prospectus (not including exhibits to the information that is incorporated by
reference unless such exhibits are specifically incorporated by reference into
the information that this Prospectus incorporates). Written requests should be
directed to Napco Security Systems, Inc., 333 Bayview Avenue, Amityville, New
York 11701, Attention: Senior Vice President of Operations and Finance.
Telephone requests should be directed to the Senior Vice President of Operations
and Finance (516-842-9400).

                                   THE COMPANY

          The term "Company" as used in this Prospectus includes Napco Security
Systems, Inc. and its subsidiaries, unless the context otherwise requires. The
principal executive offices of the Company are located at 333 Bayview Avenue,
Amityville, New York 11701 and its telephone number is (516) 842-9400.

                              SELLING STOCKHOLDERS

          The table attached as Annex I hereto sets forth, as of the date of
this Prospectus or a subsequent date if amended or supplemented, (a) the name of
each Selling Stockholder and his or her relationship to the Company during the
last three years; (b) the number of shares of Common Stock each Selling
Stockholder: (i) owned of record and (ii) to be offered pursuant to this
Prospectus; and (c) the amount and the percentage of the class of Common Stock
that will be owned by each Selling Stockholder after completion of the offering.
The information contained in Annex I may be amended or supplemented.

                              PLAN OF DISTRIBUTION

         Under the Company's 1992 Incentive Stock Option Plan, as amended ("1992
Plan") which was approved by vote of the stockholders of the Company at the 1992
Annual Meeting (extending the 1982 plan for an additional ten years), incentive
stock options to purchase up to an aggregate of 727,933 shares of Common Stock
as adjusted (plus the shares at the time subject to options) or a total of
815,933 shares may be granted at fair market value to key employees during the 
ten-year period ending in October 2002. Since June 30, 1992 options for 1,200 
shares have been exercised. At June 30, 1996, 738,733 shares were available 
for grant under the 1992 Plan. Options to purchase a total of 76,000 shares 
of Common Stock were outstanding under the 1992 Plan on June 30, 1996, with 
exercise prices of $2.25 to $4.375 per share. The incentive stock options 
included in the foregoing tabulation expire five years from the date of grant, 
are non-transferable and are exercisable beginning with the date of grant

                                        3
5
in 20 percent cumulative yearly installments.

        Sales of the Common Stock offered hereby may be made NASDAQ or the
over-the-counter market or otherwise at prices and on terms then prevailing or
at prices related to the then current market price, or in negotiated
transactions. In addition, any securities covered by this Prospectus which
qualify for sale pursuant to Rule 144 may be sold under Rule 144 rather than
pursuant to this Prospectus. The Company will not receive any part of the
proceeds of the sales made hereunder except for the option exercise price. All
expenses of registration incurred in connection with this offering are being
borne by the Company, but all selling and other expenses incurred by a Selling
Stockholder will be borne by such stockholder.

          The Common Stock may be sold in (a) a block trade in which the broker
or dealer so engaged will attempt to sell the shares as agent but may position
and resell a portion of the block as principal to facilitate the transaction,
(b) purchases by a broker or dealer as principal and resale by such broker or
dealer for its account pursuant to this Prospectus, and (c) ordinary brokerage
transactions and transactions in which the broker solicits purchases. In
effecting sales, brokers or dealers engaged by the Selling Stockholders may
arrange for other brokers or dealers to participate. Brokers or dealers will
receive commissions or discounts from Selling Stockholders in amounts to be
negotiated immediately prior to Sale. Such brokers or dealers and any other
participating brokers or dealers may be deemed to be "underwriters" within the
meaning of the Securities Act in connection with such sales.

           The Company has informed the Selling Stockholders of the need for
delivery of a copy of this Prospectus in connection with all offers to sell
shares of Common Stock. There is no assurance that any of the Selling
Stockholders will offer for sale or sell any or all of the Common Stock covered
by this Prospectus.

                                     EXPERTS

          The consolidated financial statements, incorporated by reference in
this Prospectus and elsewhere in the Registration Statement, have been audited
by Arthur Anderson LLP, independent public accountants, as indicated in their
report with respect thereto, and are included herein in reliance upon the
authority of said firm as experts in giving said report.

                                        4
6
                                    ANNEX I*
Shares to be Beneficially
                                                          Owned upon Completion of
                        Shares of Common                      Offering (1)
Name and Relationship   Stock Beneficially   Shares       -------------------------
to Napco Security         Owned as of        Offered
Systems, Inc.           October 1, 1996      Hereby       Number      Percent
-----------------       ------------------   --------     ------      -------
Employees during 
last three years
except where noted
by**
Ayers, E.**                  0                1,000        1,000        .02%
Bolton, G.                   0                1,000        1,000        .02%
Buccola, C.                200                4,000        4,200        .10%
Buchel, K.                   1               15,000       15,001        .35%
Budzioch, E.**               0                1,000        1,000        .02%
Bukofsky, A.                 0                1,000        1,000        .02%
Collins, C.                  0                2,500        2,500        .06%
Corsale, C.                  0                1,000        1,000        .02%
Hanselman, C.                0                1,000        1,000        .02%
Johannson, K.                0               11,500       11,500        .27%
Jones, S.                    0                2,000        2,000        .05%
Karl, T.                     0                3,000        3,000        .07%
Keel, F.                     0                2,000        2,000        .05%
Mahoney, K.                  0                1,000        1,000        .02%
Mcbride, G.                450                1,000        1,450        .03%
Mcbride. M.                500                2,000        2,500        .06%
Murray, A.                   0                  500          500        .01%
Paladino, R.             2,625                7,000        9,625        .22%
Potter, D.                   0                1,000        1,000        .02%
Rappaport, J.                0                1,000        1,000        .02%
Russotto, J.                 0                2,000        2,000        .05%
Scardino, J.               400                2,000        2,400        .06%
Schettino, R.                0                1,000        1,000        .02%
Schramme, S.                 0                1,000        1,000        .02%
Shaw, A.                17,025                4,000       21,025        .48%
Sheffey, D.              2,400                2,000        4,400        .10%
Strom, B.                    0                2,500        2,500        .06%
Thomas R.                    0                1,000        1,000        .02%
Zambenedetti, R.             0                1,000        1,000        .02%

Future grantees
 of stock options            0              738,733      738,733      16.91%
                        ------              -------      -------      ------

Totals                  23,601              814,733      838,334      19.19%
                        ======              =======      =======      ======
---------------------

* To be completed by amendment

(1) Assumes that all options are exercised and all shares offered are sold, that
no additional shares will be purchased and that no additional shares will be
sold.

                                        5
7
PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

          The following documents of the Registrant heretofore filed with the
Securities and Exchange Commission (the "Commission") are hereby incorporated in
this Registration Statement by reference:

(1)               The Registrant's Annual Report on Form 10-K for the
                  fiscal year ended June 30, 1996 Commission File;

(2)               1982 Amended and Restated Incentive Stock Option Plan
                  (extended 1992) contained in Exhibit 10(b) of the
                  Registrant's Form 10-K for the fiscal year ended June 30,
                  1991.
          All reports and other documents subsequently filed by the Registrant
pursuant to Sections 13(a) and (c), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended, prior to the filing of a post-effective amendment which
indicates that all securities offered hereunder have been sold or which
deregisters all such securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing of such reports and documents.

ITEM 4.   DESCRIPTION OF SECURITIES.

         Under the Company's 1992 Incentive Stock Option Plan, as amended ("1992
Plan") which was approved by vote of the stockholders of the Company at the 1992
Annual Meeting (extending the 1982 plan for an additional ten years), incentive
stock options to purchase up to an aggregate of 727,933 shares of Common Stock
as adjusted (plus the shares at the time subject to options) or a total of
815,933 shares may be granted at fair market value to key employees during the 
ten-year period ending in October 2002. Since June 30, 1992 options for 1,200 
shares have been exercised. At June 30, 1996, 738,733 shares were available for
grant under the 1992 Plan. Options to purchase a total of 76,000 shares of 
Common Stock were outstanding under the 1992 Plan on June 30, 1996, with 
exercise prices of $2.25 to $4.375 per share. The incentive stock options 
included in the foregoing tabulation expire five years from the date of grant, 
are non-transferable and are exercisable beginning with the date of grant in 
20 percent cumulative yearly installments.

                                        6
8
ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         The validity of the issuance of the shares of Common Stock offered
         pursuant to the Prospectus will be passed on for the Registrant by
         Curto Barton & Alesi, P.C., counsel for the Registrant.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 145 of the General Corporation Law of Delaware empowers the
         Registrant to indemnify, subject to the standards set forth therein,
         any person in connection with any action, suit of proceeding brought or
         threatened by reason of the fact that the person is or was a director,
         officer, employee or agent of the Registrant, or is or was serving as
         such with respect to another corporation at the request of the
         Registrant. The Registrant indemnifies its directors and officers to
         the fullest extent permissible under the General Corporation Law of
         Delaware. The General Corporation Law of Delaware also provides that
         the Registrant may purchase insurance on behalf of any such director,
         officer, employee or agent. The Registrant has purchased insurance on
         behalf of its officers and directors.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

         4(a)     Amended and Restated 1992 Incentive Stock Option
                  Plan

         4(b)     Articles of Incorporation of the Registrant
                  (incorporated by reference to Exhibit 3(a) of the
                  Annual Report of the Registrant on Form 10-K for the
                  fiscal year ended June 30, 1988

         4(c)     By-laws of the Registrant (incorporated by reference
                  to Exhibit 3(b) of the Annual Report of the
                  Registrant on Form 10-K for the fiscal year ended
                  June 30, 1988)

         5(a)     Opinion of Curto Barton & Alesi, P.C.

         24(a)    Consent of Arthur Andersen LLP

         24(b)    Consent of Curto Barton & Alesi, P.C.
                  included in Exhibit 5(a))

                                        7
9
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 Registrant 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; and

                           (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)(1)(i) and (a)(1)(ii) do not apply if 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 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
                  post-effective amendment shall be deemed to be a new
                  registration statement relating to the securities offered
                  therein, and the offering of such securities at that time
                  shall be deemed to be the initial bona fide offering thereof.

                           (3) To remove from registration by means of a
                  post-effective amendment any of the securities being
                  registered which remain unsold at the termination of the
                  offering.

                  (b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (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

                                        8
10
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

                  (c) Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant, 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 of 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.

                                        9
11
                                   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 Amityville, State of New York, on this 22nd day
of October, 1996.

                                              NAPCO SECURITY SYSTEMS, INC.

                                              By:/s/ Kevin S. Buchel
                                                 ------------------------------
                                                 Kevin S. Buchel,
                                                 Senior Vice President of
                                                    Operations and Finance

                  Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
Signature                       Title                           Date
---------                       -----                           ----
/s/ Richard Soloway             Chairman of the Board           October 22, 1996
------------------------        of Directors and                               
Richard Soloway                 Secretary, (Co-Principal 
                                Executive Officer) and   
                                Director                 
                                

/s/ Kenneth Rosenberg          President and Treasurer          October 22, 1996
------------------------       (Co-Principal Executive 
Kenneth Rosenberg              Officer) and Director   
                               

/s/ Randy Blaustein             Director                        October 22, 1996
------------------------
Randy Blaustein

/s/ Andrew J. Wilder            Director                        October 22, 1996
------------------------
Andrew J. Wilder

/s/ Kevin S. Buchel             Senior Vice President           October 22, 1996
------------------------        of Operations and    
Kevin S. Buchel                 Finance (Principal       
                                Financial and Accounting 
                                Officer)
10
12
                                  EXHIBIT INDEX
Sequentially
Exhibit                                                              Numbered
Number      Description                                              Page
------      -----------                                              ----
4(a)        Amended and Restated 1992 Incentive
            Stock Option Plan ...................................    E-1

4(b)        Articles of Incorporation of the Registrant
            (incorporated by reference to Exhibit 3(a) of the
            Annual Report of the Registrant on Form 10-K for the
            fiscal year ended June 30, 1988)

4(c)        By-laws of the Registrant (incorporated by reference
            to Exhibit 3(b) of the Annual Report of the
            Registrant on Form 10-K for the fiscal year ended
            June 30, 1988

5(a)        Opinion and Consent of
            Curto Barton & Alesi, P.C. ..........................    E-10

24(a)       Consent of Arthur Andersen LLP ......................    E-12

24 (b)      Consent of Curto Barton & Alesi, P.C.
            (included in Exhibit 5(a))
E-i