SECURITIES AND EXCHANGE COMMISSION


                             Washington, D.C. 20549





                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933


                          GLASGAL COMMUNICATIONS, INC.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                                    Delaware
--------------------------------------------------------------------------------
         (State or other jurisdiction of incorporation or organization)

                                    94-291423
--------------------------------------------------------------------------------
                      (I.R.S. employer identification no.)

                       20C Commerce Way, Totowa, NJ 07512
--------------------------------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

                 1996 EMPLOYEE AND CONSULTANT STOCK OPTION PLAN,
                        1996 STOCK OPTION CONVERSION PLAN
               & 1996 SENIOR EXECUTIVE OFFICER STOCK OPTION PLAN
--------------------------------------------------------------------------------
                            (Full title of the plans)

                                  Isaac J. Gaon
                             Chief Executive Officer
                          Glasgal Communications, Inc.
                                20C Commerce Way
                            Totowa, New Jersey 07512
--------------------------------------------------------------------------------
                     (Name and address of agent for service)

                                 (201) 890-4800
--------------------------------------------------------------------------------
          (Telephone number, including area code, of agent for service)


<PAGE>
<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------------------
                                                                      Proposed                 Proposed
          Title of                                                    maximum                  maximum
         securities                         Amount                    offering                aggregate               Amount of
            to be                           to be                    price per                 offering             registration
         registered                       registered                   share                    price                    fee
------------------------------------------------------------------------------------------------------------------------------------
<S>                                       <C>                        <C>                      <C>                     <C>
Common  Stock,  $.001
par value per share,
issuable  upon  exercise
of options granted or to
be granted under the 1996
Employee and Consultant
Stock Option Plan                         2,000,000(1)(2)            $4.58(2)                 $9,156,250              $2,774.62
------------------------------------------------------------------------------------------------------------------------------------
Common  Stock,  $.001 par
value per share,  issuable
upon  exercise  of options
granted under the 1996 Stock
Option Conversion Plan                      470,442(1)(3)            $1.48(3)                 $  696,254              $  210.99
------------------------------------------------------------------------------------------------------------------------------------
Common  Stock,  $.001 par
value per share,  issuable
upon  exercise  of options
granted or to be granted
under the 1996 Senior
Executive Officer Stock
Option Plan                                 560,000(1)(4)            $4.10(4)                 $2,297,812              $  696.30
------------------------------------------------------------------------------------------------------------------------------------
         Total                            3,030,442                  $4.01                       $12,150,316          $3,681.91
====================================================================================================================================
</TABLE>


(1)      Pursuant to Rule 416  promulgated  under the Securities Act of 1933, as
         amended (the "Act"),  this  Registration  Statement also registers such
         number of  additional  shares of Common  Stock  that may be  offered or
         issued pursuant to the Registrant's  1996 Employee and Consultant Stock
         Option Plan (the "Employee  Plan"),  1996 Stock Option  Conversion Plan
         (the "Conversion  Plan"),  and the 1996 Senior Executive  Officer Stock
         Option Plan (the "Executive  Plan"), to prevent dilution resulting from
         stock splits, stock dividends or similar transactions.

(2)      Represents  an  aggregate  of  1,500,000  shares of Common  Stock  with
         respect to which options have been granted under the Employee Plan at a
         weighted  average  exercise price of $4.00 per share.  Pursuant to Rule
         457(h) under the Securities  Act, the offering price for the additional
         500,000  shares of Common  Stock which may be issued under the Employee
         Plan  is  estimated   solely  for  the  purpose  of   determining   the
         registration fee and is based on $6.3125, the per share average of high
         and low sale  prices of the  Common  Stock as  reported  by the  Nasdaq
         SmallCap Market ("Nasdaq") for trading on September 17, 1997.

(3)      Represents an aggregate of 470,442  shares of Common Stock with respect
         to which  options  have been  granted  under the  Conversion  Plan at a
         weighted average exercise price of $1.48 per share.

(4)      Represents an aggregate of 535,000  shares of Common Stock with respect
         to which  options  have  been  granted  under the  Executive  Plan at a
         weighted  average  exercise price of $4.00 per share.  Pursuant to Rule
         457(h) under the Securities  Act, the offering price for the additional
         25,000 shares of Common Stock which may be issued under the

                                       -2-

<PAGE>

         Executive Plan is estimated  solely for the purpose of determining  the
         registration fee and is based on $6.3125, the per share average of high
         and low sale  prices of the  Common  Stock as  reported  by Nasdaq  for
         trading on September 17, 1997.

                                       -3-

<PAGE>
PROSPECTUS

                                 525,000 SHARES

                          GLASGAL COMMUNICATIONS, INC.
                         Common Stock ($.001 par value)


         This  Prospectus  relates to the reoffer and resale by certain  selling
shareholders (the "Selling Shareholders") of shares (the "Shares") of the Common
Stock,  $.001 par value (the "Common Stock"),  of Glasgal  Communications,  Inc.
(the  "Company")  that may be issued by the Company to the Selling  Shareholders
upon the exercise of  outstanding  stock  options  granted  pursuant to the 1996
Senior Executive Officer Stock Option Plan (the "Executive Plan"). The offer and
sale of the Shares to the Selling Shareholders were previously  registered under
the Securities Act of 1933, as amended (the "Securities  Act").  With respect to
the Shares that may be issued to any of the Selling  Shareholders  or additional
persons who may be deemed  affiliates  under the Executive Plan, this Prospectus
also relates to certain Shares underlying options which have not as of this date
been granted. If and when such options are granted,  the Company will distribute
a Prospectus  Supplement as required by the Act. The Shares are being  reoffered
and resold for the account of the Selling  Shareholders and the Company will not
receive any of the proceeds from the resale of the Shares.

         The Selling  Shareholders  have  advised the Company that the resale of
their Shares may be effected  from time to time in one or more  transactions  in
the over the counter,  in negotiated  transactions or otherwise at market prices
prevailing at the time of the sale or at prices otherwise negotiated.  See "Plan
of  Distribution."  The Company  will bear all expenses in  connection  with the
preparation of this Prospectus.

         The Common  Stock of the  Company  is traded on the  Nasdaq  Small- Cap
Market  ("Nasdaq")  under the symbol  "GLAS." On September 17, 1997, the closing
price for the Common Stock, as reported by Nasdaq was $6.50.



<PAGE>

                   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
                  REPRESENTATION TO THE CONTRARY IS A CRIMINAL
                                    OFFENSE.

          CERTAIN MATTERS DISCUSSED IN THIS REGISTRATION STATEMENT ARE
            FORWARD-LOOKING STATEMENTS THAT ARE SUBJECT TO RISKS AND
             UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO DIFFER
                        MATERIALLY FROM THOSE PROJECTED.

               The date of this Prospectus is September 19, 1997.



                                       -2-

<PAGE>

                              AVAILABLE INFORMATION

         The  Company  is  subject  to  the  informational  requirements  of the
Securities  Exchange  Act of 1934,  as  amended  (the  "Exchange  Act"),  and in
accordance therewith files reports,  proxy statements and other information with
the Securities and Exchange Commission (the "Commission").  Such reports,  proxy
statements  and other  information  can be  inspected  and  copied at the public
reference facilities  maintained by the Commission at Judiciary Plaza, 450 Fifth
Street, N.W.,  Washington,  D.C. 20549; Northwest Atrium Center, Suite 1400, 500
West Madison Street, Chicago, Illinois 60661; and Seven World Trade Center, 13th
Floor,  New York,  New York 10048.  Copies of such material can be obtained from
the Public  Reference  Section of the Commission at Judiciary  Plaza,  450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates. In addition, reports,
proxy statements and other information concerning the Company (symbol: GLAS) can
be  inspected  and  copied at the  offices of the Nasdaq  Stock  Market,  1735 K
Street, N.W.,  Washington,  D.C. 20006, on which the Common Stock of the Company
is listed.  Such  material may also be accessed  electronically  by means of the
Commission's home page on the internet at http//www.sec.gov.

         The Company has also filed with the Commission a Registration Statement
on  Form  S-8  (together  with  all  amendments   and  exhibits   thereto,   the
"Registration  Statement")  under the  Securities Act with respect to the Shares
offered  hereby.  This  Prospectus  does not contain all of the  information set
forth in the  Registration  Statement,  certain  parts of which are  omitted  in
accordance  with the  rules  and  regulations  of the  Commission.  For  further
information, reference is made to the Registration Statement.

                                TABLE OF CONTENTS


AVAILABLE INFORMATION..........................................................3

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE................................4

RISK FACTORS...................................................................5

GENERAL INFORMATION............................................................9

USE OF PROCEEDS................................................................9

SELLING SHAREHOLDERS..........................................................10

PLAN OF DISTRIBUTION..........................................................10

LEGAL MATTERS.................................................................10

EXPERTS  .....................................................................11



                                       -3-

<PAGE>

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE


         The  Company's  Annual Report on Form 10-K for the year ended April 30,
1997 and the Company's  Quarterly Report on Form 10-Q for the quarter ended July
31, 1997 are incorporated by reference in this Prospectus and shall be deemed to
be a part hereof.  All documents  subsequently  filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the termination
of this offering,  are deemed to be incorporated by reference in this Prospectus
and  shall  be  deemed  to be a part  hereof  from the  date of  filing  of such
documents.

         The Company's  Application  for  Registration of its Common Stock under
Section  12(b) of the  Exchange  Act  filed on May 2,  1996 is  incorporated  by
reference in this Prospectus and shall be deemed to be a part hereof.

         The Company hereby  undertakes to provide without charge to each person
to whom a copy of this  Prospectus  has been  delivered,  on the written or oral
request of any such person,  a copy of any or all of the  documents  referred to
above which have been or may be  incorporated  in this  Prospectus by reference,
other than exhibits to such documents.  Written  requests for such copies should
be directed to 20C Commerce Way, Totowa, New Jersey 07004,  Attention:  James M.
Caci. Oral requests should be directed to such officer  (telephone  number (201)
890-4800).

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


         No dealer,  salesman or other  person has been  authorized  to give any
information or to make any  representations  other than those  contained in this
Prospectus in connection with the offer made hereby, and, if given or made, such
information or representations must not be relied upon as having been authorized
by the Company or any Selling  Shareholder.  This Prospectus does not constitute
an offer to sell, or a solicitation  of an offer to buy, the securities  offered
hereby to any person in any state or other  jurisdiction  in which such offer or
solicitation  is unlawful.  The delivery of this Prospectus at any time does not
imply that information  contained herein is correct as of any time subsequent to
its date.

                                       -4-

<PAGE>

                                  RISK FACTORS

         THE  SECURITIES  OFFERED  HEREBY  INVOLVE A HIGH  DEGREE OF RISK.  EACH
PROSPECTIVE  INVESTOR  SHOULD  CAREFULLY  CONSIDER  THE  FOLLOWING  RISK FACTORS
INHERENT  IN, AND  AFFECTING  THE  BUSINESS  OF, THE  COMPANY  BEFORE  MAKING AN
INVESTMENT DECISION.

         WORKING  CAPITAL  DEFICIENCIES;  HISTORY OF LOSSES.  The  Company has a
history of limited working  capital and has had working capital  deficiencies of
$585,000,  $7,664,000  and $2,957,000 for the fiscal years ended April 30, 1995,
1996 and 1997,  respectively and a working capital  deficiency of $248,000 as of
July 31, 1997. In addition,  while the Company had net income of $25,000 for the
three  months  ended July 31,  1997,  the  Company  has  incurred  net losses of
$2,393,000,  $13,418,000  and  $4,960,000  for the fiscal  years ended April 30,
1995, 1996, and 1997.

         There can be no  assurance  that the Company will  generate  sufficient
revenues to meet expenses or to operate profitably in the future. If the Company
is unable to generate  sufficient cash flow from its operations it would have to
seek additional  borrowings,  effect debt or equity offerings or otherwise raise
capital.  There can be no assurance that any such financing will be available to
the Company, or if available,  that the terms will be acceptable to the Company.
In addition, the ability to raise other capital might be restricted by financial
covenants contained in currently existing borrowing agreements.

         POSSIBLE NEED FOR ADDITIONAL FINANCING. As of July 31, 1997 the Company
had cash and cash  equivalents of $759,000.  The Company  anticipates,  based on
currently  proposed plans and  assumptions  relating to its operations  that its
existing  capital  resources will be sufficient to satisfy its anticipated  cash
requirements  for at least 12  months.  In the event  that the  Company's  plans
change,  its assumptions  change or prove to be inaccurate,  the Company will be
required  to  seek   additional   financing  to  finance  its  working   capital
requirements.  There  can be no  assurance  that any  additional  financing,  if
required,  will be available to the Company on acceptable  terms, if at all. The
Company  does not  currently  have  availability  under its line of credit.  Any
inability by the Company to obtain additional financing,  if required, will have
a material adverse effect on the operations of the Company.

         SUBSTANTIAL  INDEBTEDNESS.  As  of  July  31,  1997,  the  Company  had
outstanding on a consolidated basis  approximately  $14,779,000 of indebtedness.
The level of the Company's indebtedness could have important consequences to its
future  prospects,  including  the  following:  (i)  limiting the ability of the
Company to obtain any  necessary  financing  in the future for working  capital,
capital  expenditures,   debt  service  requirements  or  other  purposes;  (ii)
requiring that a substantial portion of the Company's cash flow from operations,
if any, be dedicated to the payment of principal

                                       -5-

<PAGE>

of and interest on its  indebtedness and other  obligations;  (iii) limiting its
flexibility  in planning for, or reacting to changes in, its business;  (iv) the
Company will be more highly  leveraged than some of its  competitors,  which may
place it at a competitive disadvantage;  and (v) increasing its vulnerability in
the event of a downturn in its business.

         DEPENDENCE ON KEY PERSONNEL.  The Company's  future success  depends in
large part on the continued  service of its key personnel.  In  particular,  the
loss of the services of Isaac Gaon, Chief Executive  Officer,  Robert Gadd, Vice
President,  or  Christopher  Carey,  President  and Chief  Executive  Officer of
Datatec Industries Inc. ("Datatec"), could have a material adverse effect on the
operations of the Company.  The Company has employment  agreements  with Messrs.
Gaon,  Gadd and Carey  which each  expire on  October  31,  1999.  Each of these
employment  agreements  may be  terminated  by the  Company  for cause or by the
employee for good reason.  The Company's  future success and growth also depends
on its  ability to continue to attract,  motivate  and retain  highly  qualified
employees, including those with the technical expertise necessary to operate the
business of the Company. There can be no assurance that the Company will be able
to attract, motivate and retain such persons.

         COMPETITION.  The Company competes with other companies involved in the
design,  installation,  integration,  deployment and servicing of local and wide
area networks.  These competitors include local and national systems integrators
some of which are substantially larger and have significantly  greater resources
than the  Company.  These  markets  are highly  competitive  and there can be no
assurance that the Company will be able to compete successfully in the future.

         CONTROL BY PRINCIPAL  STOCKHOLDERS.  Ralph Glasgal, the Chairman of the
Board and President of the Company, through his beneficial ownership and through
a voting agreement with Direct Connect  International Inc. ("DCI") has the power
to vote approximately  20.7% of the Common Stock. DCI has pledged  approximately
300,000 of the shares of Common Stock it owns in the Company as  collateral  for
various obligations. If the pledgee were to become the owner of such shares, Mr.
Glasgal  would no longer have the power to vote such shares.  In  addition,  Mr.
Carey,  President and Chief  Executive  Officer of Datatec has the power to vote
approximately 17% of the Common Stock.

         EXTENDED LEAD TIMES FOR  REALIZATION OF REVENUE.  Due to the nature and
size of orders  that the  Company is now  pursuing  there is a longer  lead time
between  the  initiation  of  prospective  business  and the  consummation  of a
transaction, if any. Consequently,  significantly more resources are required to
manage this process. As such, there is likely to be substantial  fluctuations in
sales volume on a month-to-month and quarter-to-quarter basis. The

                                       -6-

<PAGE>
pursuit  of this type of  business  increases  the  Company's  risk of  failure,
especially  given its  present  level of working  capital.  As a result,  if the
Company  experiences  lower than expected sales volume for an extended period of
time, there will be a material adverse effect on the Company.

         VOLATILITY  OF THE COMPANY'S  COMMON STOCK PRICES.  The market price of
the Company's  Common Stock has  experienced  significant  volatility,  with per
share  closing bid prices  ranging  from a low of $2.75 to a high of $11.63 over
the period from May 1, 1996 to July 31,  1997.  Announcements  of  technological
innovations  for new  commercial  products  of the  Company or its  competitors,
developments  concerning propriety rights or governmental  regulation or general
conditions  in the  market for the  Company's  services  may have a  significant
effect  on the  Company's  business  and on the  market  price of the  Company's
securities. Sales of a substantial number of shares by existing security holders
could  also  have  an  adverse  effect  on the  market  price  of the  Company's
securities.

         SHARES ELIGIBLE FOR FUTURE SALE. The sale, or availability for sale, of
substantial amounts of Common Stock in the public market pursuant to Rule 144 or
otherwise could adversely  affect the market price of the Common Stock and could
impair the Company's ability to raise additional capital through the sale of its
equity securities.

         The shares of Common Stock  issuable  upon  exercise of the warrants or
conversion  of the Notes or the  Common  Stock  registered  in the  Registration
Statement  of which this  Prospectus  is part will be freely  tradeable  without
restriction  under the Securities  Act upon resale by the Selling  Stockholders.
The Selling  Stockholders  are not restricted as to the price or prices at which
they may sell their Shares.  Sales of such Shares may have an adverse  effect on
the market price of the Common Stock. Moreover, the Selling Stockholders are not
restricted  as to the number of Shares  that may be sold at any time,  and it is
possible  that a  significant  number of  Shares  could be sold at the same time
which  may also have an  adverse  effect on the  market  price of the  Company's
Common Stock.

         NO CASH  DIVIDENDS.  The  Company  has not paid cash  dividends  on its
Common  Stock since its  inception,  other than  certain  distributions  made to
stockholders in amounts  sufficient to reimburse the Company's  stockholders for
income  tax  liabilities  arising  from the  Company's  former  status as an "S"
corporation.  The Company currently intends to retain earnings,  if any, for use
in the business and does not anticipate paying any dividends to its stockholders
in the foreseeable future.

         RIGHTS OF COMMON STOCK  SUBORDINATE TO PREFERRED STOCK. The Certificate
of  Incorporation  of the  Company  authorizes  the  issuance  of a  maximum  of
4,000,000  shares of preferred  stock,  par value $.001 per share.  There are no
shares of preferred shares currently

                                       -7-

<PAGE>
issued and outstanding,  however, if shares of preferred stock are issued in the
future,  the terms of a series of  preferred  stock may be set by the  Company's
Board of  Directors  without  approval by the holders of the Common Stock of the
Company. Such terms could include, among others, preferences as to dividends and
distributions on liquidation as well as separate class voting rights. The rights
of the  holders of the  Company's  Common  Stock will be subject  to, and may be
adversely affected by, the rights of the holders of any preferred stock that may
be issued in the future.

         CERTAIN  ANTI-TAKEOVER  CHARTER  PROVISIONS.  The  future  issuance  of
preferred stock by the Company could have the effect of making it more difficult
for a third party to acquire, or of discouraging a third party from acquiring, a
majority of the  outstanding  voting stock of the Company.  The Company does not
have any present plans to issue any shares of preferred stock.

         ACQUISITIONS.  It is  currently  anticipated  that  a  portion  of  the
Company's  future  growth  will  result from  acquisitions  of other  similar or
complementary   businesses.   In  October  1994,  the  Company  consummated  the
acquisition  of Signatel,  Ltd.  ("Signatel").  On April 24,  1996,  the Company
acquired  80% of the  issued and  outstanding  capital  stock of  Computer-Aided
Software  Integration,  Inc. ("CASI"), a provider of software tools and services
to systems  integrators and independent  software vendors. On July 31, 1996, the
Company  acquired  100%  of the  issued  and  outstanding  capital  stock  of HH
Communications,  Inc. ("HH"),  which resells computer  networking  equipment and
provides value-added services in connection with such equipment.  On October 31,
1996, the Company  acquired  approximately  98.5% of the issued and  outstanding
capital  stock of  Datatec,  a network  integrator.  The  Company  acquired  the
remaining 1.5% of the outstanding  capital stock of Datatec  pursuant to a Stock
Purchase  Agreement dated August 27, 1997. The Company has no other current plan
or agreement to acquire any other  business.  There can be no assurance that any
other  transaction  will be  consummated  or that they will result in  increased
levels of profit for the Company.  In addition,  there can be no assurance  that
the Company  will be able to  integrate or manage  successfully  other  acquired
businesses.

                                       -8-

<PAGE>
                               GENERAL INFORMATION

         As used in this Prospectus,  the term "Company" refers  collectively to
Glasgal  Communications,  Inc., a Delaware  corporation and its subsidiaries (i)
Signatel,  a wholly owned subsidiary of the Company,  (ii) CASI, a subsidiary of
which the Company  owns 80% of the issued and  outstanding  shares,  (iii) HH, a
wholly  owned  subsidiary  of the  Company,  and (iv)  Datatec,  a wholly  owned
subsidiary of the Company.

         The  Company  is  in  the  business  of  providing   software   enabled
configuration,  integration and  implementation  networking  services to Fortune
2,000 customers in the United States and Canada. The Company provides networking
services  to end users and  hardware/software  manufacturers  alike  through its
twenty (20) branch offices and four (4) configuration  centers in North America.
The Company's objective is to become one of the leading open systems integrators
providing complete enterprise networking solutions to national and international
organizations.

         Over the past four years the Company has been  reducing its  dependence
on hardware  distribution  as a result of the continuous  margin erosion and the
high working  capital needs of this  business.  In June 1997,  management of the
Company with the consent of the Board,  agreed to discontinue  its business as a
distributer  of data  communications  equipment  in  order  to  concentrate  the
Company's efforts on integration, configuration and deployment services.

         The  Company's  executive  offices  are  located at 20C  Commerce  Way,
Totowa, New Jersey 07512. The telephone number of the Company is (201) 890-4800.

         The Shares  offered  hereby  were or will be  purchased  by the Selling
Shareholders  upon exercise of options  granted to them and will be sold for the
account of the Selling Shareholders.

                                 USE OF PROCEEDS

         The  Company  will  receive  the  exercise  price of the  options  when
exercised by the holders thereof. Such proceeds will be used for working capital
purposes by the Company.  The Company will not receive any of the proceeds  from
the reoffer and resale of the Shares by the Selling Shareholders.


                                       -9-

<PAGE>

                              SELLING SHAREHOLDERS

         This  Prospectus  relates to the reoffer and resale of Shares issued or
that may be issued to the Selling  Shareholders  under the  Company's  Executive
Plan.

         The following table sets forth (i) the number of shares of Common Stock
owned by each  Selling  Shareholder  at September  15, 1997,  (ii) the number of
Shares to be offered for resale by each Selling Shareholder and (iii) the number
and percentage of shares of Common Stock to be held by each Selling  Shareholder
after completion of the offering.

<TABLE>
<CAPTION>


                                                                                                    Number of shares of
                                                                                                       Common Stock/
                                                                                Number of          Percentage of Class to
                                                 Number of shares of          Shares to be             be Owned After
                                                Common Stock Owned at          Offered for           Completion of the
                   Name                           September 15, 1997             Resale                   Offering
----------------------------------------      ------------------------     -----------------     ------------------------

<S>                                                       <C>                     <C>                        <C>
Isaac J. Gaon(1)...........................               714,003(2)              350,000(3)                 364,000/1.5%

James M. Caci(4)   ........................               112,000(5)              175,000(6)                       0/*
</TABLE>


*        Less than 1%.

(1)      Mr. Gaon is Chief Executive Officer and a Director of the Company.
(2)      Mr. Gaon owns 3,000  shares of Common Stock and has options to purchase
         an  additional  711,003  additional  shares of Common  Stock  which are
         exercisable within 60 days of September 15, 1997.
(3)      Represents  shares  of  Common  Stock  issuable  to Mr.  Gaon  upon the
         exercise of options to purchase 350,000 shares of Common Stock at a per
         share exercise price of $4.00.  Such options  become  exercisable  with
         respect to 233,333  shares on  November  30,  1997 and with  respect to
         116,667 shares on October 31, 1998.
(4)      Mr. Caci is a Vice-President,  Chief Financial Officer and Secretary of
         the Company.
(5)      Mr. Caci owns options to purchase  112,000 shares of Common Stock which
         are exercisable within 60 days of September 15, 1997.
(6)      Represents  shares  of  Common  Stock  issuable  to Mr.  Caci  upon the
         exercise of options to purchase 175,000 shares of Common Stock at a per
         share exercise price of $4.00.  Such options  become  exercisable  with
         respect to 116,667  shares on  November  30,  1997 and with  respect to
         58,333 shares on October 31, 1998.


                              PLAN OF DISTRIBUTION

         It is anticipated that all of the Shares will be offered by the Selling
Shareholders  from time to time in the open market,  either  directly or through
brokers  or  agents,  or  in  privately  negotiated  transactions.  The  Selling
Shareholders  have  advised  the  Company  that  they  are  not  parties  to any
agreement, arrangement or understanding as to such sales.

                                  LEGAL MATTERS

         Certain legal matters in connection with the issuance of the
Shares offered hereby have been passed upon for the Company by
Messrs. Olshan Grundman Frome & Rosenzweig LLP, New York, New York

                                      -10-

<PAGE>

10022. Certain members of such firm hold Common Stock of the Company.

                                     EXPERTS

         The consolidated financial statements incorporated by reference in this
prospectus and elsewhere in the  registration  statement,  to the extent and for
the periods indicated in their report, have been audited by Arthur Andersen LLP,
independent  public  accountants  and are included  herein in reliance  upon the
authority  of said firm as experts in  accounting  and  auditing  in giving said
report.

                             ADDITIONAL INFORMATION

         The Company has filed with the Securities and Exchange Commission three
Registration Statements on Form S-8 under the Securities Act with respect to the
Shares offered hereby.  For further  information with respect to the Company and
the securities offered hereby, reference is made to the Registration Statements.
Statements  contained in this  Prospectus  as to the contents of any contract or
other document are not necessarily complete, and in each instance,  reference is
made to the  copy of such  contract  or  document  filed  as an  exhibit  to the
Registration Statements,  each such statement being qualified in all respects by
such reference.

                                      -11-

<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.           INCORPORATION OF DOCUMENTS BY REFERENCE

                  The following documents filed by Glasgal Communications,  Inc.
(the  "Company")  with the Securities and Exchange  Commission are  incorporated
herein by reference:

                  1.       The  Company's  Annual  Report  on Form  10-K for the
fiscal year ended April 30, 1997.

                  2.       The Company's  Quarterly  Report on Form 10-Q for the
quarter ended July 31, 1997.

                  3.       The description of the Company's Common Stock,  $.001
par value (the "Common Stock"), in the Company's  Registration Statement on Form
8-A filed May 2, 1996.

                  All documents filed by the Company pursuant to Sections 13(a),
13(c),  14 and 15(d) of the Securities  Exchange Act of 1934, as amended,  after
the effective date of this  registration  statement and prior to the filing of a
post-effective  amendment which indicates that all securities  offered hereunder
have been sold or which deregisters all securities then remaining unsold,  shall
be deemed to be  incorporated  by reference  herein and to be a part hereof from
the date of filing of such documents.

ITEM 4.           DESCRIPTION OF SECURITIES

                  Not applicable.

ITEM 5.           INTEREST OF NAMED EXPERTS AND COUNSEL

                  Certain members of Olshan Grundman Frome & Rosenzweig LLP hold
shares and options to purchase shares of Common Stock of the Company.


                                      II-1

<PAGE>
ITEM 6.           INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Article  6  of  the  Company's  By-laws  authorize  indemnification  of
directors and officers as follows:

         The corporation  shall, to the fullest extent  permitted by Section 145
of the General  Corporation Law of Delaware,  as that Section may be amended and
supplemented from time to time, indemnify any director, officer or trustee which
it shall  have  power to  indemnify  under the  Section  against  any  expenses,
liabilities  or other  matters  referred to in or covered by that  Section.  The
indemnification  provided for in this Article (i) shall not be deemed  exclusive
of any other rights to which those indemnified may be entitled under any by-law,
agreement or vote on stockholders or disinterested directors or otherwise,  both
as to action in their official  capacities and as to action in another  capacity
while holding such office,  (ii) shall continue as to a person who has ceased to
be a  director,  officer or trustee  and (iii) shall inure to the benefit of the
heirs,  executors  and  administrators  of  such  a  person.  The  corporation's
obligation to provide  indemnification under this Article shall be offset to the
extent  of any other  source  of  indemnification  or any  otherwise  applicable
insurance  coverage  under a policy  maintained by the  corporation or any other
person.

         Expenses incurred by a director of the Corporation in defending a civil
or criminal action, suit or proceeding by reason of the fact that he is or was a
director of the  Corporation (or was serving at the  Corporation's  request as a
director or officer of another  corporation) shall be paid by the Corporation in
advance of the final disposition of such action, suit or proceeding upon receipt
of an  undertaking  by or on behalf of such  director to repay such amount if it
shall  ultimately be determined that he is not entitled to be indemnified by the
Corporation as authorized by relevant sections of the General Corporation Law of
Delaware.

         To assure  indemnification  under this  Article of all such persons who
are  determined  by  the  corporation  or  otherwise  to  be  or  to  have  been
"fiduciaries"  of any employee  benefit plan of the corporation  which may exist
from time to time, such Section 145 shall, for the purposes of this Article,  be
interpreted as follows: an "other enterprise" shall be deemed to include such an
employee  benefit  plan,  including,   without  limitation,   any  plan  of  the
corporation  which  is  governed  by the  Act  of  Congress  entitled  "Employee
Retirement  Income  Security  Act of 1974," as  amended  from time to time;  the
corporation  shall be deemed  to have  requested  a person to serve an  employee
benefit  plan  where  the  performance  by  such  person  of his  duties  to the
corporation  also  imposes  duties on, or otherwise  involves  services by, such
person to the plan or participants or  beneficiaries  of the plan;  excise taxes
assessed on a person with respect to an employee benefit plan pursuant to such

                                      II-2

<PAGE>
Act of Congress shall be deemed "fines"; and action taken or omitted by a person
with respect to an employee  benefit plan in the  performance  of such  person's
duties for a purpose reasonably believed by such person to be in the interest of
the  participants  and  beneficiaries  of the plan  shall be  deemed to be for a
purpose which is not opposed to the best interests of the corporation.

         Section  145  of the  Delaware  General  Corporation  Law  provides  as
follows:

                  "(a) A  corporation  may  indemnify any person who was or is a
         party or is threatened to be made a party to any threatened, pending or
         completed  action,  suit  or  proceeding,   whether  civil,   criminal,
         administrative  or investigative  (other than action by or in the right
         of the corporation) by reason of the fact that he is or was a director,
         officer, employee or agent of the corporation,  or is or was serving at
         the  request of the  corporation  as a director,  officer,  employee or
         agent of another  corporation,  partnership,  joint  venture,  trust or
         other  enterprise,   against  expenses  (including   attorneys'  fees),
         judgments, fines and amounts paid in settlement actually and reasonably
         incurred by him in connection  with such action,  suit or proceeding if
         he acted in good faith and in a manner he reasonably  believed to be in
         or not opposed to the best  interests  of the  corporation,  and,  with
         respect to any criminal action or proceeding,  had no reasonable  cause
         to believe his conduct was  unlawful.  The  termination  of any action,
         suit or proceeding by judgment, order, settlement, conviction or upon a
         plea of NOLO CONTENDERE or its equivalent, shall not, of itself, create
         a presumption that the person did not act in good faith and in a manner
         which  he  reasonably  believed  to be in or not  opposed  to the  best
         interests of the corporation,  and, with respect to any criminal action
         or  proceeding,  had  reasonable  cause to believe that his conduct was
         unlawful.

                  (b) A  corporation  may  indemnify  any person who was or is a
         party or is threatened to be made a party to any threatened, pending or
         completed  action  or suit by or in the  right  of the  corporation  to
         procure a judgment in its favor by reason of the fact that he is or was
         a director, officer, employee or agent of the corporation, or is or was
         serving  at the  request of the  corporation  as a  director,  officer,
         employee or agent of another corporation,  partnership,  joint venture,
         trust or other enterprise against expenses (including  attorneys' fees)
         actually and reasonably  incurred by him in connection with the defense
         or settlement of such action or suit if he acted in good faith and in a
         manner  he  reasonably  believed  to be in or not  opposed  to the best
         interests of the corporation and except that no  indemnification  shall
         be made in  respect  of any  claim,  issue or matter  as to which  such
         person shall have been adjudged to be liable to the corporation  unless
         and only to

                                      II-3

<PAGE>

         the extent that the Court of Chancery or the court in which such action
         or suit was brought shall determine upon application that,  despite the
         adjudication of liability but in view of all the  circumstances  of the
         case,  such person is fairly and  reasonably  entitled to indemnity for
         such  expenses  which the Court of  Chancery  or such other court shall
         deem proper.

                  (c) To the extent that a director,  officer, employee or agent
         of a  corporation  has been  successful  on the merits or  otherwise in
         defense of any action,  suit or proceeding  referred to in  subsections
         (a) and (b) of this  section,  or in  defense  of any  claim,  issue or
         matter therein,  he shall be indemnified  against  expenses  (including
         attorneys' fees) actually and reasonably  incurred by him in connection
         therewith.

                  (d) Any indemnification  under subsections (a) and (b) of this
         section  (unless  ordered by a court) shall be made by the  corporation
         only as  authorized  in the  specific  case upon a  determination  that
         indemnification of the director,  officer,  employee or agent is proper
         in the  circumstances  because he has met the  applicable  standard  of
         conduct  set forth in  subsections  (a) and (b) of this  section.  Such
         determination shall be made (1) by the board of directors by a majority
         vote of a quorum  consisting  of directors who were not parties to such
         action, suit or proceeding,  or (2) if such a quorum is not obtainable,
         or, even if obtainable a quorum of disinterested  directors so directs,
         by  independent  legal  counsel  in a  written  opinion  or  (3) by the
         stockholders.

                  (e) Expenses incurred by an officer or director in defending a
         civil  or  criminal  action,  suit  or  proceeding  may be  paid by the
         corporation in advance of the final disposition of such action, suit or
         proceeding  upon  receipt  of an  undertaking  by or on  behalf of such
         director  or  officer to repay such  amount if it shall  ultimately  be
         determined that he is not entitled to be indemnified by the corporation
         as  authorized  in  this  section.  Such  expenses  incurred  by  other
         employees and agents may be so paid upon such terms and conditions,  if
         any, as the board of directors deems appropriate.

                  (f) The  indemnification  and advancement of expenses provided
         by, or granted pursuant to, the other subsections of this section shall
         not be deemed  exclusive  of any other  rights to which  those  seeking
         indemnification  or  advancement  of expenses may be entitled under any
         bylaw,  agreement,  vote of stockholders or disinterested  directors or
         otherwise,  both as to action in his official capacity and as to action
         in another capacity while holding such office.


                                      II-4

<PAGE>
                  (g) A  corporation  shall have power to purchase  and maintain
         insurance  on behalf of any person who is or was a  director,  officer,
         employee  or  agent of the  corporation,  or is or was  serving  at the
         request of the corporation as a director, officer, employee or agent of
         another  corporation,   partnership,  joint  venture,  trust  or  other
         enterprise  against any liability  asserted against him and incurred by
         him in any such capacity, or arising out of his status as such, whether
         or not the  corporation  would have the power to indemnify  him against
         such liability under this section.

                  (h)  For  purposes  of  this   section,   references  to  "the
         corporation" shall include,  in addition to the resulting  corporation,
         any   constituent   corporation   (including   any   constituent  of  a
         constituent)  absorbed  in a  consolidation  or  merger  which,  if its
         separate existence had continued, would have had power and authority to
         indemnify its directors, officers, and employees or agents, so that any
         person who is or was a  director,  officer,  employee  or agent of such
         constituent  corporation,  or is or was  serving at the request of such
         constituent  corporation as a director,  officer,  employee or agent of
         another  corporation,   partnership,  joint  venture,  trust  or  other
         enterprise,  shall stand in the same  position  under this section with
         respect to the resulting or surviving corporation as he would have with
         respect to such constituent  corporation if its separate  existence had
         continued.

                  (i)  For  purposes  of  this  section,  references  to  "other
         enterprises"  shall  include  employee  benefit  plans;  references  to
         "fines"  shall  include  any excise  taxes  assessed  on a person  with
         respect to any employee benefit plan; and references to "serving at the
         request of the  corporation"  shall  include any service as a director,
         officer,  employee or agent of the corporation which imposes duties on,
         or involves  services by, such director,  officer,  employee,  or agent
         with  respect  to  any  employee  benefit  plan,  its  participants  or
         beneficiaries;  and a person who acted in good faith and in a manner he
         reasonably  believed  to be in  the  interest  of the  participant  and
         beneficiaries of an employee benefit plan shall be deemed to have acted
         in a manner "not opposed to the best interests of the  corporation"  as
         referred to in this section.

                  (j) The  indemnification  and advancement of expenses provided
         by, or granted  pursuant  to,  this  section  shall,  unless  otherwise
         provided when  authorized or ratified,  continue as to a person who has
         ceased to be a director,  officer, employee or agent and shall inure to
         the  benefit  of the  heirs,  executors  and  administrators  of such a
         person.

                  (k) The Court of  Chancery  is hereby  vested  with  exclusive
         jurisdiction to hear and determine all actions for

                                      II-5

<PAGE>

         advancement of expenses or  indemnification  brought under this section
         or under any bylaw,  agreement,  vote of stockholders or  disinterested
         directors, or otherwise.  The Court of Chancery may summarily determine
         a corporation's  obligation to advance expenses  (including  attorneys'
         fees)."

         The Company  maintains a directors  and officers  insurance and company
reimbursement   policy.  The  policy  insures  directors  and  officers  against
unindemnified  loss arising from certain  wrongful acts in their  capacities and
reimburses  the  Company  for such  loss for  which  the  Company  has  lawfully
indemnified the directors and officers.  The policy contains various exclusions,
none of which relate to the offering hereunder.

         The Company has entered into indemnity agreements with each officer and
director of the  Company.  The  contracts  provide for  indemnification  of such
persons against expenses, liabilities and losses.

ITEM 7.           EXEMPTION FROM REGISTRATION CLAIMED

                  Not Applicable.


                                      II-6

<PAGE>
ITEM 8.           EXHIBITS

                  EXHIBIT INDEX

EXHIBIT

          4.1              1996  Employee  and  Consultant  Stock  Option  Plan,
                           incorporated  by  reference to the  Company's  Annual
                           Report on Form 10-K for the fiscal  year ended  April
                           30, 1996.

          4.2              1996 Stock Option  Conversion  Plan,  incorporated by
                           reference to the Company's Annual Report on Form 10-K
                           for the fiscal year ended April 30, 1997.

          4.3              1996 Senior  Executive  Officer  Stock  Option  Plan,
                           incorporated  by  reference to the  Company's  Annual
                           Report on Form 10-K for the fiscal  year ended  April
                           30, 1997.

         *5.1              Opinion of Olshan Grundman Frome & Rosenzweig LLP.

      * 23.1               Consent of Arthur Andersen LLP

      * 23.2               Consent of Olshan  Grundman  Frome &  Rosenzweig  LLP
                           (included in Exhibit 5.1).

     *  24                 Power of Attorney  (included on the signature page of
                           this Registration Statement).

--------------------
*        Filed herewith


                                      II-7

<PAGE>
ITEM 9.           UNDERTAKINGS

                  The undersigned registrant hereby undertakes:

                           a.       To file,  during any period in which  offers
or sales  are  being  made,  a  post-effective  amendment  to this  Registration
Statement:

                           (i)      To  include  any   prospectus   required  by
                                    Section  10(a)(3) of the  Securities  Act of
                                    1933;

                           (ii)     To  reflect in the  prospectus  any facts or
                                    events  arising after the effective  date of
                                    the  Registration  Statement  (or  the  most
                                    recent  post-effective   amendment  thereof)
                                    which,  individually  or in  the  aggregate,
                                    represent  a   fundamental   change  in  the
                                    information  set  forth in the  Registration
                                    Statement;

                      (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 (i) and (ii) above
                           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 15(d) of the
                           Securities Exchange Act of 1934 that are incorporated
                           by reference in the Registration Statement;

                           b.       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.

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

                  The  undersigned   registrant   hereby  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 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

                                      II-8

<PAGE>

1934) that is incorporated by reference in the  registration  statement shall be
deemed to be a new  registration  statement  relating to the securities  offered
therein,  and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

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


                                      II-9

<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  Totowa,  State of New  Jersey,  on this  19th day of
September, 1997.

                                GLASGAL COMMUNICATIONS, INC.
                                  (Registrant)

                                By:  /S/ ISAAC J. GAON
                                     ----------------------
                                     Isaac J. Gaon
                                     Chief Executive Officer

                                POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below constitutes and appoints Ralph Glasgal and Isaac J. Gaon, 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, as fully to all intents
and purposes as he might or could do in person,  hereby ratifying and confirming
all that said  attorney-in-fact  and agent or his  substitute may lawfully do or
cause to be done by virtue thereof.

         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/ RALPH GLASGAL
-------------------------     Chairman of the Board and
Ralph Glasgal                 President                      September 19, 1997


/S/ ISAAC J. GAON
-------------------------     Chief Executive Officer
Isaac J. Gaon                 and Director (principal        September 19, 1997
                              executive officer)

                              Director                       September __, 1997
-------------------------
Joseph M. Salvani 


/S/ ROBERT H. FRIEDMAN        Director                       September 19, 1997
------------------------
Robert H. Friedman


-------------------------     Director                       September __, 1997
Maurice Kulik

/S/ THOMAS BERRY              Director                       September 19, 1997
------------------------
Thomas Berry

/S/ DAVID MILCH               Director                       September 19, 1997
------------------------
David Milch

-------------------------     Director                       September __, 1997
Christopher Carey


/S/ JAMES M. CACI
-------------------------     Chief Financial Officer
James M. Caci                 (principal financial and       September 19, 1997
                              accounting officer)


                                      II-10
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 59428}]
{"company-data": {"conformed-name": "GLASGAL COMMUNICATIONS INC", "cik": "0000768119", "assigned-sic": "7373", "irs-number": "942914253", "state-of-incorporation": "DE", "fiscal-year-end": "0430"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-36045", "film-number": "97683322"}, "business-address": {"street1": "151 VETERANS DR", "city": "PEGUANNOCK", "state": "NJ", "zip": "07440", "phone": "2017688082"}, "mail-address": {"street1": "20 C COMMERCE WAY", "city": "TOTOWA", "state": "NJ", "zip": "07512"}}
SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                          GLASGAL COMMUNICATIONS, INC.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                                    Delaware
--------------------------------------------------------------------------------
         (State or other jurisdiction of incorporation or organization)

                                    94-291423
--------------------------------------------------------------------------------
                      (I.R.S. employer identification no.)

                       20C Commerce Way, Totowa, NJ 07512
--------------------------------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

                 1996 EMPLOYEE AND CONSULTANT STOCK OPTION PLAN,
                        1996 STOCK OPTION CONVERSION PLAN
               & 1996 SENIOR EXECUTIVE OFFICER STOCK OPTION PLAN
--------------------------------------------------------------------------------
                            (Full title of the plans)

                                  Isaac J. Gaon
                             Chief Executive Officer
                          Glasgal Communications, Inc.
                                20C Commerce Way
                            Totowa, New Jersey 07512
--------------------------------------------------------------------------------
                     (Name and address of agent for service)

                                 (201) 890-4800
--------------------------------------------------------------------------------
          (Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------------------
                                                                      Proposed                 Proposed
          Title of                                                    maximum                  maximum
         securities                         Amount                    offering                aggregate               Amount of
            to be                           to be                    price per                 offering             registration
         registered                       registered                   share                    price                    fee
------------------------------------------------------------------------------------------------------------------------------------
Common  Stock,  $.001
par value per share,
issuable  upon  exercise
of options granted or to
be granted under the 1996
Employee and Consultant
Stock Option Plan                         2,000,000(1)(2)            $4.58(2)                 $9,156,250              $2,774.62
------------------------------------------------------------------------------------------------------------------------------------
Common  Stock,  $.001 par
value per share,  issuable
upon  exercise  of options
granted under the 1996 Stock
Option Conversion Plan                      470,442(1)(3)            $1.48(3)                 $  696,254              $  210.99
------------------------------------------------------------------------------------------------------------------------------------
Common  Stock,  $.001 par
value per share,  issuable
upon  exercise  of options
granted or to be granted
under the 1996 Senior
Executive Officer Stock
Option Plan                                 560,000(1)(4)            $4.10(4)                 $2,297,812              $  696.30
------------------------------------------------------------------------------------------------------------------------------------
         Total                            3,030,442                  $4.01                       $12,150,316          $3,681.91
====================================================================================================================================
(1)      Pursuant to Rule 416  promulgated  under the Securities Act of 1933, as
         amended (the "Act"),  this  Registration  Statement also registers such
         number of  additional  shares of Common  Stock  that may be  offered or
         issued pursuant to the Registrant's  1996 Employee and Consultant Stock
         Option Plan (the "Employee  Plan"),  1996 Stock Option  Conversion Plan
         (the "Conversion  Plan"),  and the 1996 Senior Executive  Officer Stock
         Option Plan (the "Executive  Plan"), to prevent dilution resulting from
         stock splits, stock dividends or similar transactions.

(2)      Represents  an  aggregate  of  1,500,000  shares of Common  Stock  with
         respect to which options have been granted under the Employee Plan at a
         weighted  average  exercise price of $4.00 per share.  Pursuant to Rule
         457(h) under the Securities  Act, the offering price for the additional
         500,000  shares of Common  Stock which may be issued under the Employee
         Plan  is  estimated   solely  for  the  purpose  of   determining   the
         registration fee and is based on $6.3125, the per share average of high
         and low sale  prices of the  Common  Stock as  reported  by the  Nasdaq
         SmallCap Market ("Nasdaq") for trading on September 17, 1997.

(3)      Represents an aggregate of 470,442  shares of Common Stock with respect
         to which  options  have been  granted  under the  Conversion  Plan at a
         weighted average exercise price of $1.48 per share.

(4)      Represents an aggregate of 535,000  shares of Common Stock with respect
         to which  options  have  been  granted  under the  Executive  Plan at a
         weighted  average  exercise price of $4.00 per share.  Pursuant to Rule
         457(h) under the Securities  Act, the offering price for the additional
         25,000 shares of Common Stock which may be issued under the

                                       -2-
Executive Plan is estimated  solely for the purpose of determining  the
         registration fee and is based on $6.3125, the per share average of high
         and low sale  prices of the  Common  Stock as  reported  by Nasdaq  for
         trading on September 17, 1997.

                                       -3-
PROSPECTUS

                                 525,000 SHARES

                          GLASGAL COMMUNICATIONS, INC.
                         Common Stock ($.001 par value)

         This  Prospectus  relates to the reoffer and resale by certain  selling
shareholders (the "Selling Shareholders") of shares (the "Shares") of the Common
Stock,  $.001 par value (the "Common Stock"),  of Glasgal  Communications,  Inc.
(the  "Company")  that may be issued by the Company to the Selling  Shareholders
upon the exercise of  outstanding  stock  options  granted  pursuant to the 1996
Senior Executive Officer Stock Option Plan (the "Executive Plan"). The offer and
sale of the Shares to the Selling Shareholders were previously  registered under
the Securities Act of 1933, as amended (the "Securities  Act").  With respect to
the Shares that may be issued to any of the Selling  Shareholders  or additional
persons who may be deemed  affiliates  under the Executive Plan, this Prospectus
also relates to certain Shares underlying options which have not as of this date
been granted. If and when such options are granted,  the Company will distribute
a Prospectus  Supplement as required by the Act. The Shares are being  reoffered
and resold for the account of the Selling  Shareholders and the Company will not
receive any of the proceeds from the resale of the Shares.

         The Selling  Shareholders  have  advised the Company that the resale of
their Shares may be effected  from time to time in one or more  transactions  in
the over the counter,  in negotiated  transactions or otherwise at market prices
prevailing at the time of the sale or at prices otherwise negotiated.  See "Plan
of  Distribution."  The Company  will bear all expenses in  connection  with the
preparation of this Prospectus.

         The Common  Stock of the  Company  is traded on the  Nasdaq  Small- Cap
Market  ("Nasdaq")  under the symbol  "GLAS." On September 17, 1997, the closing
price for the Common Stock, as reported by Nasdaq was $6.50.
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
                  REPRESENTATION TO THE CONTRARY IS A CRIMINAL
                                    OFFENSE.

          CERTAIN MATTERS DISCUSSED IN THIS REGISTRATION STATEMENT ARE
            FORWARD-LOOKING STATEMENTS THAT ARE SUBJECT TO RISKS AND
             UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO DIFFER
                        MATERIALLY FROM THOSE PROJECTED.

               The date of this Prospectus is September 19, 1997.

                                       -2-
AVAILABLE INFORMATION

         The  Company  is  subject  to  the  informational  requirements  of the
Securities  Exchange  Act of 1934,  as  amended  (the  "Exchange  Act"),  and in
accordance therewith files reports,  proxy statements and other information with
the Securities and Exchange Commission (the "Commission").  Such reports,  proxy
statements  and other  information  can be  inspected  and  copied at the public
reference facilities  maintained by the Commission at Judiciary Plaza, 450 Fifth
Street, N.W.,  Washington,  D.C. 20549; Northwest Atrium Center, Suite 1400, 500
West Madison Street, Chicago, Illinois 60661; and Seven World Trade Center, 13th
Floor,  New York,  New York 10048.  Copies of such material can be obtained from
the Public  Reference  Section of the Commission at Judiciary  Plaza,  450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates. In addition, reports,
proxy statements and other information concerning the Company (symbol: GLAS) can
be  inspected  and  copied at the  offices of the Nasdaq  Stock  Market,  1735 K
Street, N.W.,  Washington,  D.C. 20006, on which the Common Stock of the Company
is listed.  Such  material may also be accessed  electronically  by means of the
Commission's home page on the internet at http//www.sec.gov.

         The Company has also filed with the Commission a Registration Statement
on  Form  S-8  (together  with  all  amendments   and  exhibits   thereto,   the
"Registration  Statement")  under the  Securities Act with respect to the Shares
offered  hereby.  This  Prospectus  does not contain all of the  information set
forth in the  Registration  Statement,  certain  parts of which are  omitted  in
accordance  with the  rules  and  regulations  of the  Commission.  For  further
information, reference is made to the Registration Statement.

                                TABLE OF CONTENTS

AVAILABLE INFORMATION..........................................................3

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE................................4

RISK FACTORS...................................................................5

GENERAL INFORMATION............................................................9

USE OF PROCEEDS................................................................9

SELLING SHAREHOLDERS..........................................................10

PLAN OF DISTRIBUTION..........................................................10

LEGAL MATTERS.................................................................10

EXPERTS  .....................................................................11

                                       -3-
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The  Company's  Annual Report on Form 10-K for the year ended April 30,
1997 and the Company's  Quarterly Report on Form 10-Q for the quarter ended July
31, 1997 are incorporated by reference in this Prospectus and shall be deemed to
be a part hereof.  All documents  subsequently  filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the termination
of this offering,  are deemed to be incorporated by reference in this Prospectus
and  shall  be  deemed  to be a part  hereof  from the  date of  filing  of such
documents.

         The Company's  Application  for  Registration of its Common Stock under
Section  12(b) of the  Exchange  Act  filed on May 2,  1996 is  incorporated  by
reference in this Prospectus and shall be deemed to be a part hereof.

         The Company hereby  undertakes to provide without charge to each person
to whom a copy of this  Prospectus  has been  delivered,  on the written or oral
request of any such person,  a copy of any or all of the  documents  referred to
above which have been or may be  incorporated  in this  Prospectus by reference,
other than exhibits to such documents.  Written  requests for such copies should
be directed to 20C Commerce Way, Totowa, New Jersey 07004,  Attention:  James M.
Caci. Oral requests should be directed to such officer  (telephone  number (201)
890-4800).

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

         No dealer,  salesman or other  person has been  authorized  to give any
information or to make any  representations  other than those  contained in this
Prospectus in connection with the offer made hereby, and, if given or made, such
information or representations must not be relied upon as having been authorized
by the Company or any Selling  Shareholder.  This Prospectus does not constitute
an offer to sell, or a solicitation  of an offer to buy, the securities  offered
hereby to any person in any state or other  jurisdiction  in which such offer or
solicitation  is unlawful.  The delivery of this Prospectus at any time does not
imply that information  contained herein is correct as of any time subsequent to
its date.

                                       -4-
RISK FACTORS

         THE  SECURITIES  OFFERED  HEREBY  INVOLVE A HIGH  DEGREE OF RISK.  EACH
PROSPECTIVE  INVESTOR  SHOULD  CAREFULLY  CONSIDER  THE  FOLLOWING  RISK FACTORS
INHERENT  IN, AND  AFFECTING  THE  BUSINESS  OF, THE  COMPANY  BEFORE  MAKING AN
INVESTMENT DECISION.

         WORKING  CAPITAL  DEFICIENCIES;  HISTORY OF LOSSES.  The  Company has a
history of limited working  capital and has had working capital  deficiencies of
$585,000,  $7,664,000  and $2,957,000 for the fiscal years ended April 30, 1995,
1996 and 1997,  respectively and a working capital  deficiency of $248,000 as of
July 31, 1997. In addition,  while the Company had net income of $25,000 for the
three  months  ended July 31,  1997,  the  Company  has  incurred  net losses of
$2,393,000,  $13,418,000  and  $4,960,000  for the fiscal  years ended April 30,
1995, 1996, and 1997.

         There can be no  assurance  that the Company will  generate  sufficient
revenues to meet expenses or to operate profitably in the future. If the Company
is unable to generate  sufficient cash flow from its operations it would have to
seek additional  borrowings,  effect debt or equity offerings or otherwise raise
capital.  There can be no assurance that any such financing will be available to
the Company, or if available,  that the terms will be acceptable to the Company.
In addition, the ability to raise other capital might be restricted by financial
covenants contained in currently existing borrowing agreements.

         POSSIBLE NEED FOR ADDITIONAL FINANCING. As of July 31, 1997 the Company
had cash and cash  equivalents of $759,000.  The Company  anticipates,  based on
currently  proposed plans and  assumptions  relating to its operations  that its
existing  capital  resources will be sufficient to satisfy its anticipated  cash
requirements  for at least 12  months.  In the event  that the  Company's  plans
change,  its assumptions  change or prove to be inaccurate,  the Company will be
required  to  seek   additional   financing  to  finance  its  working   capital
requirements.  There  can be no  assurance  that any  additional  financing,  if
required,  will be available to the Company on acceptable  terms, if at all. The
Company  does not  currently  have  availability  under its line of credit.  Any
inability by the Company to obtain additional financing,  if required, will have
a material adverse effect on the operations of the Company.

         SUBSTANTIAL  INDEBTEDNESS.  As  of  July  31,  1997,  the  Company  had
outstanding on a consolidated basis  approximately  $14,779,000 of indebtedness.
The level of the Company's indebtedness could have important consequences to its
future  prospects,  including  the  following:  (i)  limiting the ability of the
Company to obtain any  necessary  financing  in the future for working  capital,
capital  expenditures,   debt  service  requirements  or  other  purposes;  (ii)
requiring that a substantial portion of the Company's cash flow from operations,
if any, be dedicated to the payment of principal

                                       -5-
of and interest on its  indebtedness and other  obligations;  (iii) limiting its
flexibility  in planning for, or reacting to changes in, its business;  (iv) the
Company will be more highly  leveraged than some of its  competitors,  which may
place it at a competitive disadvantage;  and (v) increasing its vulnerability in
the event of a downturn in its business.

         DEPENDENCE ON KEY PERSONNEL.  The Company's  future success  depends in
large part on the continued  service of its key personnel.  In  particular,  the
loss of the services of Isaac Gaon, Chief Executive  Officer,  Robert Gadd, Vice
President,  or  Christopher  Carey,  President  and Chief  Executive  Officer of
Datatec Industries Inc. ("Datatec"), could have a material adverse effect on the
operations of the Company.  The Company has employment  agreements  with Messrs.
Gaon,  Gadd and Carey  which each  expire on  October  31,  1999.  Each of these
employment  agreements  may be  terminated  by the  Company  for cause or by the
employee for good reason.  The Company's  future success and growth also depends
on its  ability to continue to attract,  motivate  and retain  highly  qualified
employees, including those with the technical expertise necessary to operate the
business of the Company. There can be no assurance that the Company will be able
to attract, motivate and retain such persons.

         COMPETITION.  The Company competes with other companies involved in the
design,  installation,  integration,  deployment and servicing of local and wide
area networks.  These competitors include local and national systems integrators
some of which are substantially larger and have significantly  greater resources
than the  Company.  These  markets  are highly  competitive  and there can be no
assurance that the Company will be able to compete successfully in the future.

         CONTROL BY PRINCIPAL  STOCKHOLDERS.  Ralph Glasgal, the Chairman of the
Board and President of the Company, through his beneficial ownership and through
a voting agreement with Direct Connect  International Inc. ("DCI") has the power
to vote approximately  20.7% of the Common Stock. DCI has pledged  approximately
300,000 of the shares of Common Stock it owns in the Company as  collateral  for
various obligations. If the pledgee were to become the owner of such shares, Mr.
Glasgal  would no longer have the power to vote such shares.  In  addition,  Mr.
Carey,  President and Chief  Executive  Officer of Datatec has the power to vote
approximately 17% of the Common Stock.

         EXTENDED LEAD TIMES FOR  REALIZATION OF REVENUE.  Due to the nature and
size of orders  that the  Company is now  pursuing  there is a longer  lead time
between  the  initiation  of  prospective  business  and the  consummation  of a
transaction, if any. Consequently,  significantly more resources are required to
manage this process. As such, there is likely to be substantial  fluctuations in
sales volume on a month-to-month and quarter-to-quarter basis. The

                                       -6-
pursuit  of this type of  business  increases  the  Company's  risk of  failure,
especially  given its  present  level of working  capital.  As a result,  if the
Company  experiences  lower than expected sales volume for an extended period of
time, there will be a material adverse effect on the Company.

         VOLATILITY  OF THE COMPANY'S  COMMON STOCK PRICES.  The market price of
the Company's  Common Stock has  experienced  significant  volatility,  with per
share  closing bid prices  ranging  from a low of $2.75 to a high of $11.63 over
the period from May 1, 1996 to July 31,  1997.  Announcements  of  technological
innovations  for new  commercial  products  of the  Company or its  competitors,
developments  concerning propriety rights or governmental  regulation or general
conditions  in the  market for the  Company's  services  may have a  significant
effect  on the  Company's  business  and on the  market  price of the  Company's
securities. Sales of a substantial number of shares by existing security holders
could  also  have  an  adverse  effect  on the  market  price  of the  Company's
securities.

         SHARES ELIGIBLE FOR FUTURE SALE. The sale, or availability for sale, of
substantial amounts of Common Stock in the public market pursuant to Rule 144 or
otherwise could adversely  affect the market price of the Common Stock and could
impair the Company's ability to raise additional capital through the sale of its
equity securities.

         The shares of Common Stock  issuable  upon  exercise of the warrants or
conversion  of the Notes or the  Common  Stock  registered  in the  Registration
Statement  of which this  Prospectus  is part will be freely  tradeable  without
restriction  under the Securities  Act upon resale by the Selling  Stockholders.
The Selling  Stockholders  are not restricted as to the price or prices at which
they may sell their Shares.  Sales of such Shares may have an adverse  effect on
the market price of the Common Stock. Moreover, the Selling Stockholders are not
restricted  as to the number of Shares  that may be sold at any time,  and it is
possible  that a  significant  number of  Shares  could be sold at the same time
which  may also have an  adverse  effect on the  market  price of the  Company's
Common Stock.

         NO CASH  DIVIDENDS.  The  Company  has not paid cash  dividends  on its
Common  Stock since its  inception,  other than  certain  distributions  made to
stockholders in amounts  sufficient to reimburse the Company's  stockholders for
income  tax  liabilities  arising  from the  Company's  former  status as an "S"
corporation.  The Company currently intends to retain earnings,  if any, for use
in the business and does not anticipate paying any dividends to its stockholders
in the foreseeable future.

         RIGHTS OF COMMON STOCK  SUBORDINATE TO PREFERRED STOCK. The Certificate
of  Incorporation  of the  Company  authorizes  the  issuance  of a  maximum  of
4,000,000  shares of preferred  stock,  par value $.001 per share.  There are no
shares of preferred shares currently

                                       -7-
issued and outstanding,  however, if shares of preferred stock are issued in the
future,  the terms of a series of  preferred  stock may be set by the  Company's
Board of  Directors  without  approval by the holders of the Common Stock of the
Company. Such terms could include, among others, preferences as to dividends and
distributions on liquidation as well as separate class voting rights. The rights
of the  holders of the  Company's  Common  Stock will be subject  to, and may be
adversely affected by, the rights of the holders of any preferred stock that may
be issued in the future.

         CERTAIN  ANTI-TAKEOVER  CHARTER  PROVISIONS.  The  future  issuance  of
preferred stock by the Company could have the effect of making it more difficult
for a third party to acquire, or of discouraging a third party from acquiring, a
majority of the  outstanding  voting stock of the Company.  The Company does not
have any present plans to issue any shares of preferred stock.

         ACQUISITIONS.  It is  currently  anticipated  that  a  portion  of  the
Company's  future  growth  will  result from  acquisitions  of other  similar or
complementary   businesses.   In  October  1994,  the  Company  consummated  the
acquisition  of Signatel,  Ltd.  ("Signatel").  On April 24,  1996,  the Company
acquired  80% of the  issued and  outstanding  capital  stock of  Computer-Aided
Software  Integration,  Inc. ("CASI"), a provider of software tools and services
to systems  integrators and independent  software vendors. On July 31, 1996, the
Company  acquired  100%  of the  issued  and  outstanding  capital  stock  of HH
Communications,  Inc. ("HH"),  which resells computer  networking  equipment and
provides value-added services in connection with such equipment.  On October 31,
1996, the Company  acquired  approximately  98.5% of the issued and  outstanding
capital  stock of  Datatec,  a network  integrator.  The  Company  acquired  the
remaining 1.5% of the outstanding  capital stock of Datatec  pursuant to a Stock
Purchase  Agreement dated August 27, 1997. The Company has no other current plan
or agreement to acquire any other  business.  There can be no assurance that any
other  transaction  will be  consummated  or that they will result in  increased
levels of profit for the Company.  In addition,  there can be no assurance  that
the Company  will be able to  integrate or manage  successfully  other  acquired
businesses.

                                       -8-
GENERAL INFORMATION

         As used in this Prospectus,  the term "Company" refers  collectively to
Glasgal  Communications,  Inc., a Delaware  corporation and its subsidiaries (i)
Signatel,  a wholly owned subsidiary of the Company,  (ii) CASI, a subsidiary of
which the Company  owns 80% of the issued and  outstanding  shares,  (iii) HH, a
wholly  owned  subsidiary  of the  Company,  and (iv)  Datatec,  a wholly  owned
subsidiary of the Company.

         The  Company  is  in  the  business  of  providing   software   enabled
configuration,  integration and  implementation  networking  services to Fortune
2,000 customers in the United States and Canada. The Company provides networking
services  to end users and  hardware/software  manufacturers  alike  through its
twenty (20) branch offices and four (4) configuration  centers in North America.
The Company's objective is to become one of the leading open systems integrators
providing complete enterprise networking solutions to national and international
organizations.

         Over the past four years the Company has been  reducing its  dependence
on hardware  distribution  as a result of the continuous  margin erosion and the
high working  capital needs of this  business.  In June 1997,  management of the
Company with the consent of the Board,  agreed to discontinue  its business as a
distributer  of data  communications  equipment  in  order  to  concentrate  the
Company's efforts on integration, configuration and deployment services.

         The  Company's  executive  offices  are  located at 20C  Commerce  Way,
Totowa, New Jersey 07512. The telephone number of the Company is (201) 890-4800.

         The Shares  offered  hereby  were or will be  purchased  by the Selling
Shareholders  upon exercise of options  granted to them and will be sold for the
account of the Selling Shareholders.

                                 USE OF PROCEEDS

         The  Company  will  receive  the  exercise  price of the  options  when
exercised by the holders thereof. Such proceeds will be used for working capital
purposes by the Company.  The Company will not receive any of the proceeds  from
the reoffer and resale of the Shares by the Selling Shareholders.

                                       -9-
SELLING SHAREHOLDERS

         This  Prospectus  relates to the reoffer and resale of Shares issued or
that may be issued to the Selling  Shareholders  under the  Company's  Executive
Plan.

         The following table sets forth (i) the number of shares of Common Stock
owned by each  Selling  Shareholder  at September  15, 1997,  (ii) the number of
Shares to be offered for resale by each Selling Shareholder and (iii) the number
and percentage of shares of Common Stock to be held by each Selling  Shareholder
after completion of the offering.
Number of shares of
                                                                                                       Common Stock/
                                                                                Number of          Percentage of Class to
                                                 Number of shares of          Shares to be             be Owned After
                                                Common Stock Owned at          Offered for           Completion of the
                   Name                           September 15, 1997             Resale                   Offering
----------------------------------------      ------------------------     -----------------     ------------------------
Isaac J. Gaon(1)...........................               714,003(2)              350,000(3)                 364,000/1.5%

James M. Caci(4)   ........................               112,000(5)              175,000(6)                       0/*
*        Less than 1%.

(1)      Mr. Gaon is Chief Executive Officer and a Director of the Company.
(2)      Mr. Gaon owns 3,000  shares of Common Stock and has options to purchase
         an  additional  711,003  additional  shares of Common  Stock  which are
         exercisable within 60 days of September 15, 1997.
(3)      Represents  shares  of  Common  Stock  issuable  to Mr.  Gaon  upon the
         exercise of options to purchase 350,000 shares of Common Stock at a per
         share exercise price of $4.00.  Such options  become  exercisable  with
         respect to 233,333  shares on  November  30,  1997 and with  respect to
         116,667 shares on October 31, 1998.
(4)      Mr. Caci is a Vice-President,  Chief Financial Officer and Secretary of
         the Company.
(5)      Mr. Caci owns options to purchase  112,000 shares of Common Stock which
         are exercisable within 60 days of September 15, 1997.
(6)      Represents  shares  of  Common  Stock  issuable  to Mr.  Caci  upon the
         exercise of options to purchase 175,000 shares of Common Stock at a per
         share exercise price of $4.00.  Such options  become  exercisable  with
         respect to 116,667  shares on  November  30,  1997 and with  respect to
         58,333 shares on October 31, 1998.

                              PLAN OF DISTRIBUTION

         It is anticipated that all of the Shares will be offered by the Selling
Shareholders  from time to time in the open market,  either  directly or through
brokers  or  agents,  or  in  privately  negotiated  transactions.  The  Selling
Shareholders  have  advised  the  Company  that  they  are  not  parties  to any
agreement, arrangement or understanding as to such sales.

                                  LEGAL MATTERS

         Certain legal matters in connection with the issuance of the
Shares offered hereby have been passed upon for the Company by
Messrs. Olshan Grundman Frome & Rosenzweig LLP, New York, New York

                                      -10-
10022. Certain members of such firm hold Common Stock of the Company.

                                     EXPERTS

         The consolidated financial statements incorporated by reference in this
prospectus and elsewhere in the  registration  statement,  to the extent and for
the periods indicated in their report, have been audited by Arthur Andersen LLP,
independent  public  accountants  and are included  herein in reliance  upon the
authority  of said firm as experts in  accounting  and  auditing  in giving said
report.

                             ADDITIONAL INFORMATION

         The Company has filed with the Securities and Exchange Commission three
Registration Statements on Form S-8 under the Securities Act with respect to the
Shares offered hereby.  For further  information with respect to the Company and
the securities offered hereby, reference is made to the Registration Statements.
Statements  contained in this  Prospectus  as to the contents of any contract or
other document are not necessarily complete, and in each instance,  reference is
made to the  copy of such  contract  or  document  filed  as an  exhibit  to the
Registration Statements,  each such statement being qualified in all respects by
such reference.

                                      -11-
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.           INCORPORATION OF DOCUMENTS BY REFERENCE

                  The following documents filed by Glasgal Communications,  Inc.
(the  "Company")  with the Securities and Exchange  Commission are  incorporated
herein by reference:

                  1.       The  Company's  Annual  Report  on Form  10-K for the
fiscal year ended April 30, 1997.

                  2.       The Company's  Quarterly  Report on Form 10-Q for the
quarter ended July 31, 1997.

                  3.       The description of the Company's Common Stock,  $.001
par value (the "Common Stock"), in the Company's  Registration Statement on Form
8-A filed May 2, 1996.

                  All documents filed by the Company pursuant to Sections 13(a),
13(c),  14 and 15(d) of the Securities  Exchange Act of 1934, as amended,  after
the effective date of this  registration  statement and prior to the filing of a
post-effective  amendment which indicates that all securities  offered hereunder
have been sold or which deregisters all securities then remaining unsold,  shall
be deemed to be  incorporated  by reference  herein and to be a part hereof from
the date of filing of such documents.

ITEM 4.           DESCRIPTION OF SECURITIES

                  Not applicable.

ITEM 5.           INTEREST OF NAMED EXPERTS AND COUNSEL

                  Certain members of Olshan Grundman Frome & Rosenzweig LLP hold
shares and options to purchase shares of Common Stock of the Company.

                                      II-1
ITEM 6.           INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Article  6  of  the  Company's  By-laws  authorize  indemnification  of
directors and officers as follows:

         The corporation  shall, to the fullest extent  permitted by Section 145
of the General  Corporation Law of Delaware,  as that Section may be amended and
supplemented from time to time, indemnify any director, officer or trustee which
it shall  have  power to  indemnify  under the  Section  against  any  expenses,
liabilities  or other  matters  referred to in or covered by that  Section.  The
indemnification  provided for in this Article (i) shall not be deemed  exclusive
of any other rights to which those indemnified may be entitled under any by-law,
agreement or vote on stockholders or disinterested directors or otherwise,  both
as to action in their official  capacities and as to action in another  capacity
while holding such office,  (ii) shall continue as to a person who has ceased to
be a  director,  officer or trustee  and (iii) shall inure to the benefit of the
heirs,  executors  and  administrators  of  such  a  person.  The  corporation's
obligation to provide  indemnification under this Article shall be offset to the
extent  of any other  source  of  indemnification  or any  otherwise  applicable
insurance  coverage  under a policy  maintained by the  corporation or any other
person.

         Expenses incurred by a director of the Corporation in defending a civil
or criminal action, suit or proceeding by reason of the fact that he is or was a
director of the  Corporation (or was serving at the  Corporation's  request as a
director or officer of another  corporation) shall be paid by the Corporation in
advance of the final disposition of such action, suit or proceeding upon receipt
of an  undertaking  by or on behalf of such  director to repay such amount if it
shall  ultimately be determined that he is not entitled to be indemnified by the
Corporation as authorized by relevant sections of the General Corporation Law of
Delaware.

         To assure  indemnification  under this  Article of all such persons who
are  determined  by  the  corporation  or  otherwise  to  be  or  to  have  been
"fiduciaries"  of any employee  benefit plan of the corporation  which may exist
from time to time, such Section 145 shall, for the purposes of this Article,  be
interpreted as follows: an "other enterprise" shall be deemed to include such an
employee  benefit  plan,  including,   without  limitation,   any  plan  of  the
corporation  which  is  governed  by the  Act  of  Congress  entitled  "Employee
Retirement  Income  Security  Act of 1974," as  amended  from time to time;  the
corporation  shall be deemed  to have  requested  a person to serve an  employee
benefit  plan  where  the  performance  by  such  person  of his  duties  to the
corporation  also  imposes  duties on, or otherwise  involves  services by, such
person to the plan or participants or  beneficiaries  of the plan;  excise taxes
assessed on a person with respect to an employee benefit plan pursuant to such

                                      II-2
Act of Congress shall be deemed "fines"; and action taken or omitted by a person
with respect to an employee  benefit plan in the  performance  of such  person's
duties for a purpose reasonably believed by such person to be in the interest of
the  participants  and  beneficiaries  of the plan  shall be  deemed to be for a
purpose which is not opposed to the best interests of the corporation.

         Section  145  of the  Delaware  General  Corporation  Law  provides  as
follows:

                  "(a) A  corporation  may  indemnify any person who was or is a
         party or is threatened to be made a party to any threatened, pending or
         completed  action,  suit  or  proceeding,   whether  civil,   criminal,
         administrative  or investigative  (other than action by or in the right
         of the corporation) by reason of the fact that he is or was a director,
         officer, employee or agent of the corporation,  or is or was serving at
         the  request of the  corporation  as a director,  officer,  employee or
         agent of another  corporation,  partnership,  joint  venture,  trust or
         other  enterprise,   against  expenses  (including   attorneys'  fees),
         judgments, fines and amounts paid in settlement actually and reasonably
         incurred by him in connection  with such action,  suit or proceeding if
         he acted in good faith and in a manner he reasonably  believed to be in
         or not opposed to the best  interests  of the  corporation,  and,  with
         respect to any criminal action or proceeding,  had no reasonable  cause
         to believe his conduct was  unlawful.  The  termination  of any action,
         suit or proceeding by judgment, order, settlement, conviction or upon a
         plea of NOLO CONTENDERE or its equivalent, shall not, of itself, create
         a presumption that the person did not act in good faith and in a manner
         which  he  reasonably  believed  to be in or not  opposed  to the  best
         interests of the corporation,  and, with respect to any criminal action
         or  proceeding,  had  reasonable  cause to believe that his conduct was
         unlawful.

                  (b) A  corporation  may  indemnify  any person who was or is a
         party or is threatened to be made a party to any threatened, pending or
         completed  action  or suit by or in the  right  of the  corporation  to
         procure a judgment in its favor by reason of the fact that he is or was
         a director, officer, employee or agent of the corporation, or is or was
         serving  at the  request of the  corporation  as a  director,  officer,
         employee or agent of another corporation,  partnership,  joint venture,
         trust or other enterprise against expenses (including  attorneys' fees)
         actually and reasonably  incurred by him in connection with the defense
         or settlement of such action or suit if he acted in good faith and in a
         manner  he  reasonably  believed  to be in or not  opposed  to the best
         interests of the corporation and except that no  indemnification  shall
         be made in  respect  of any  claim,  issue or matter  as to which  such
         person shall have been adjudged to be liable to the corporation  unless
         and only to

                                      II-3
the extent that the Court of Chancery or the court in which such action
         or suit was brought shall determine upon application that,  despite the
         adjudication of liability but in view of all the  circumstances  of the
         case,  such person is fairly and  reasonably  entitled to indemnity for
         such  expenses  which the Court of  Chancery  or such other court shall
         deem proper.

                  (c) To the extent that a director,  officer, employee or agent
         of a  corporation  has been  successful  on the merits or  otherwise in
         defense of any action,  suit or proceeding  referred to in  subsections
         (a) and (b) of this  section,  or in  defense  of any  claim,  issue or
         matter therein,  he shall be indemnified  against  expenses  (including
         attorneys' fees) actually and reasonably  incurred by him in connection
         therewith.

                  (d) Any indemnification  under subsections (a) and (b) of this
         section  (unless  ordered by a court) shall be made by the  corporation
         only as  authorized  in the  specific  case upon a  determination  that
         indemnification of the director,  officer,  employee or agent is proper
         in the  circumstances  because he has met the  applicable  standard  of
         conduct  set forth in  subsections  (a) and (b) of this  section.  Such
         determination shall be made (1) by the board of directors by a majority
         vote of a quorum  consisting  of directors who were not parties to such
         action, suit or proceeding,  or (2) if such a quorum is not obtainable,
         or, even if obtainable a quorum of disinterested  directors so directs,
         by  independent  legal  counsel  in a  written  opinion  or  (3) by the
         stockholders.

                  (e) Expenses incurred by an officer or director in defending a
         civil  or  criminal  action,  suit  or  proceeding  may be  paid by the
         corporation in advance of the final disposition of such action, suit or
         proceeding  upon  receipt  of an  undertaking  by or on  behalf of such
         director  or  officer to repay such  amount if it shall  ultimately  be
         determined that he is not entitled to be indemnified by the corporation
         as  authorized  in  this  section.  Such  expenses  incurred  by  other
         employees and agents may be so paid upon such terms and conditions,  if
         any, as the board of directors deems appropriate.

                  (f) The  indemnification  and advancement of expenses provided
         by, or granted pursuant to, the other subsections of this section shall
         not be deemed  exclusive  of any other  rights to which  those  seeking
         indemnification  or  advancement  of expenses may be entitled under any
         bylaw,  agreement,  vote of stockholders or disinterested  directors or
         otherwise,  both as to action in his official capacity and as to action
         in another capacity while holding such office.

                                      II-4
(g) A  corporation  shall have power to purchase  and maintain
         insurance  on behalf of any person who is or was a  director,  officer,
         employee  or  agent of the  corporation,  or is or was  serving  at the
         request of the corporation as a director, officer, employee or agent of
         another  corporation,   partnership,  joint  venture,  trust  or  other
         enterprise  against any liability  asserted against him and incurred by
         him in any such capacity, or arising out of his status as such, whether
         or not the  corporation  would have the power to indemnify  him against
         such liability under this section.

                  (h)  For  purposes  of  this   section,   references  to  "the
         corporation" shall include,  in addition to the resulting  corporation,
         any   constituent   corporation   (including   any   constituent  of  a
         constituent)  absorbed  in a  consolidation  or  merger  which,  if its
         separate existence had continued, would have had power and authority to
         indemnify its directors, officers, and employees or agents, so that any
         person who is or was a  director,  officer,  employee  or agent of such
         constituent  corporation,  or is or was  serving at the request of such
         constituent  corporation as a director,  officer,  employee or agent of
         another  corporation,   partnership,  joint  venture,  trust  or  other
         enterprise,  shall stand in the same  position  under this section with
         respect to the resulting or surviving corporation as he would have with
         respect to such constituent  corporation if its separate  existence had
         continued.

                  (i)  For  purposes  of  this  section,  references  to  "other
         enterprises"  shall  include  employee  benefit  plans;  references  to
         "fines"  shall  include  any excise  taxes  assessed  on a person  with
         respect to any employee benefit plan; and references to "serving at the
         request of the  corporation"  shall  include any service as a director,
         officer,  employee or agent of the corporation which imposes duties on,
         or involves  services by, such director,  officer,  employee,  or agent
         with  respect  to  any  employee  benefit  plan,  its  participants  or
         beneficiaries;  and a person who acted in good faith and in a manner he
         reasonably  believed  to be in  the  interest  of the  participant  and
         beneficiaries of an employee benefit plan shall be deemed to have acted
         in a manner "not opposed to the best interests of the  corporation"  as
         referred to in this section.

                  (j) The  indemnification  and advancement of expenses provided
         by, or granted  pursuant  to,  this  section  shall,  unless  otherwise
         provided when  authorized or ratified,  continue as to a person who has
         ceased to be a director,  officer, employee or agent and shall inure to
         the  benefit  of the  heirs,  executors  and  administrators  of such a
         person.

                  (k) The Court of  Chancery  is hereby  vested  with  exclusive
         jurisdiction to hear and determine all actions for

                                      II-5
advancement of expenses or  indemnification  brought under this section
         or under any bylaw,  agreement,  vote of stockholders or  disinterested
         directors, or otherwise.  The Court of Chancery may summarily determine
         a corporation's  obligation to advance expenses  (including  attorneys'
         fees)."

         The Company  maintains a directors  and officers  insurance and company
reimbursement   policy.  The  policy  insures  directors  and  officers  against
unindemnified  loss arising from certain  wrongful acts in their  capacities and
reimburses  the  Company  for such  loss for  which  the  Company  has  lawfully
indemnified the directors and officers.  The policy contains various exclusions,
none of which relate to the offering hereunder.

         The Company has entered into indemnity agreements with each officer and
director of the  Company.  The  contracts  provide for  indemnification  of such
persons against expenses, liabilities and losses.

ITEM 7.           EXEMPTION FROM REGISTRATION CLAIMED

                  Not Applicable.

                                      II-6
ITEM 8.           EXHIBITS

                  EXHIBIT INDEX

EXHIBIT

          4.1              1996  Employee  and  Consultant  Stock  Option  Plan,
                           incorporated  by  reference to the  Company's  Annual
                           Report on Form 10-K for the fiscal  year ended  April
                           30, 1996.

          4.2              1996 Stock Option  Conversion  Plan,  incorporated by
                           reference to the Company's Annual Report on Form 10-K
                           for the fiscal year ended April 30, 1997.

          4.3              1996 Senior  Executive  Officer  Stock  Option  Plan,
                           incorporated  by  reference to the  Company's  Annual
                           Report on Form 10-K for the fiscal  year ended  April
                           30, 1997.

         *5.1              Opinion of Olshan Grundman Frome & Rosenzweig LLP.

      * 23.1               Consent of Arthur Andersen LLP

      * 23.2               Consent of Olshan  Grundman  Frome &  Rosenzweig  LLP
                           (included in Exhibit 5.1).

     *  24                 Power of Attorney  (included on the signature page of
                           this Registration Statement).

--------------------
*        Filed herewith

                                      II-7
ITEM 9.           UNDERTAKINGS

                  The undersigned registrant hereby undertakes:

                           a.       To file,  during any period in which  offers
or sales  are  being  made,  a  post-effective  amendment  to this  Registration
Statement:

                           (i)      To  include  any   prospectus   required  by
                                    Section  10(a)(3) of the  Securities  Act of
                                    1933;

                           (ii)     To  reflect in the  prospectus  any facts or
                                    events  arising after the effective  date of
                                    the  Registration  Statement  (or  the  most
                                    recent  post-effective   amendment  thereof)
                                    which,  individually  or in  the  aggregate,
                                    represent  a   fundamental   change  in  the
                                    information  set  forth in the  Registration
                                    Statement;

                      (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 (i) and (ii) above
                           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 15(d) of the
                           Securities Exchange Act of 1934 that are incorporated
                           by reference in the Registration Statement;

                           b.       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.

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

                  The  undersigned   registrant   hereby  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 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

                                      II-8
1934) that is incorporated by reference in the  registration  statement shall be
deemed to be a new  registration  statement  relating to the securities  offered
therein,  and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

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

                                      II-9
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  Totowa,  State of New  Jersey,  on this  19th day of
September, 1997.

                                GLASGAL COMMUNICATIONS, INC.
                                  (Registrant)

                                By:  /S/ ISAAC J. GAON
                                     ----------------------
                                     Isaac J. Gaon
                                     Chief Executive Officer

                                POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below constitutes and appoints Ralph Glasgal and Isaac J. Gaon, 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, as fully to all intents
and purposes as he might or could do in person,  hereby ratifying and confirming
all that said  attorney-in-fact  and agent or his  substitute may lawfully do or
cause to be done by virtue thereof.

         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/ RALPH GLASGAL
-------------------------     Chairman of the Board and
Ralph Glasgal                 President                      September 19, 1997

/S/ ISAAC J. GAON
-------------------------     Chief Executive Officer
Isaac J. Gaon                 and Director (principal        September 19, 1997
                              executive officer)

                              Director                       September __, 1997
-------------------------
Joseph M. Salvani 

/S/ ROBERT H. FRIEDMAN        Director                       September 19, 1997
------------------------
Robert H. Friedman

-------------------------     Director                       September __, 1997
Maurice Kulik

/S/ THOMAS BERRY              Director                       September 19, 1997
------------------------
Thomas Berry

/S/ DAVID MILCH               Director                       September 19, 1997
------------------------
David Milch

-------------------------     Director                       September __, 1997
Christopher Carey

/S/ JAMES M. CACI
-------------------------     Chief Financial Officer
James M. Caci                 (principal financial and       September 19, 1997
                              accounting officer)

                                      II-10