As filed with the Securities and Exchange Commission on November 25, 1997
                                  Registration No. 333-      

         SECURITIES AND EXCHANGE COMMISSION
               Washington, D.C.  20549

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

               INTERFACE SYSTEMS, INC.
(Exact name of registrant as specified in its charter)

              Delaware                            38-1857379    
      (State or Other Jurisdiction of         (I.R.S. Employer
       Incorporation or Organization)         Identification No.)

    5855 Interface Drive, Ann Arbor, Michigan              48103
  (Address of principal executive offices)              (zip code)

            Employee Stock Purchase Plan
              (Full title of the Plan)

                   JOHN R. TERNES
     Vice President and Chief Financial Officer
               Interface Systems, Inc.
                5855 Interface Drive
             Ann Arbor, Michigan  48103
       (Name and address of agent for service)

Telephone number, including area code, of agent for service:  (313) 769-5900

                     Copies to:
               MARGUERITE M. GRITENAS
                 Dykema Gossett PLLC
               400 Renaissance Center
            Detroit, Michigan  48243-1668

           CALCULATION OF REGISTRATION FEE
                                                                             
 Title of                   Proposed Maximum   Proposed Maximum   Amount of
Securities to  Amount to be     Offering          Aggregate     Registration
be Registered  Registered   Price per Share*   Offering Price*        Fee 
----------------------------------------------------------------------------
Common Stock   225,000          $2.9375         $660,937.50        $200.29
----------------------------------------------------------------------------
*  Estimated solely for purposes of computing the Registration Fee, at
$2.9375 per share, the average price for shares of the Common Stock on
November 19, 1997, as reported on the NASDAQ National Market, pursuant to
Rule 457(h). 
                                                                             
<PAGE>
                         PART II
    INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation by Reference.

     The following documents filed by Interface Systems, Inc. (the
"Company") with the Securities and Exchange Commission (the "Commission")
are incorporated in this Registration Statement by reference:

     (a)  The Company's Annual Report on Form 10-K for the year ended 
          September 30, 1996; 

     (b)  The Company's Quarterly Reports on Form 10-Q for the        
          quarters ended December 31, 1996, March 31, 1997 and June   
          30, 1997;

     (c)  The Company's Report on Form 8-K dated June 24, 1997 (filed 
          June 28, 1997); and 

     (d)  Description of the Company's Common Stock contained in the  
          Company's Registration Statement on Form 10 under the       
          Securities Exchange Act of 1934, as amended,
          Number 0-10902.

      All documents filed by the Company with the Commission pursuant to
Sections 13, 14 and 15(d) of the Securities Exchange Act of 1934, as
amended, subsequent to the date of this Registration Statement and prior to
the termination of the offering of the Common Stock covered by this
Registration Statement shall be deemed to be incorporated by reference in
this Registration Statement and to be a part hereof from the date of filing
of each such document.

Item 4.  Description of Securities.

         Not required.

Item 5.  Interests of Named Experts and Counsel.

         No material interests.

Item 6.  Indemnification of Directors and Officers.

         Section 145 of the Delaware General Corporation Law (the "DGCL")
sets forth the conditions and limitations governing the indemnification of
officers, directors and other persons.

         The DGCL permits Delaware corporations to limit the personal
liability of directors for a breach of their fiduciary duty.  The Company's
Certificate of Incorporation, which limits liability to the maximum extent
permitted by law, provides that a director of the Company shall not be
personally liable to the Company or its stockholders for monetary damages
for breach of the director's fiduciary duty.  However, it does not eliminate
or limit the liability of a director for any of the following:  (i) a breach
of the director's duty of loyalty to the Company or its stockholders; (ii)
acts or omissions not in good faith or that involve intentional misconduct
or a knowing violation of law; (iii) declaring an unlawful dividend, stock
purchase or redemption; and (iv) a transaction from which the director
derives an improper personal benefit.  As a result of the inclusion of such
a provision, stockholders of the Company may be unable to recover monetary
damages against directors for actions taken by them which constitute
negligence or gross negligence or which are in violation of their fiduciary
duties, although it may be possible to obtain injunctive or other equitable
relief with respect to such actions.

          The Company's Bylaws permit the Company to indemnify its
directors, officers, employees and agents for expenses, judgments,
penalties, fines and amounts paid in settlement actually and reasonably
incurred in connection with any pending, threatened or completed action,
suit or proceeding (other than by or in the right of the Company) to which
any such person was made a party by reason of the fact that he or she was
acting in person was made a party by reason of the fact that he or she was
acting in such capacity for the Company or was serving as such for another
corporation or enterprise at the Company's request, if such person acted in
good faith and in a manner he or she reasonably believed to be in or not
opposed to the best interests of the Company or its stockholders or, in
respect to a criminal proceeding, had no reasonable cause to believe his or
her conduct was unlawful.  The Company's Bylaws also authorize the Company
to purchase and maintain insurance on behalf of any officer, director,
employee or agent of the Company against any liability asserted against or
incurred by them in such capacity or arising out of their status as such
whether or not the Company would have the power to indemnify such officer,
director, employee or agent against such liability.   

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         The following exhibits are filed with this Registration Statement:

         5     Opinion of Dykema Gossett PLLC with respect to the legality   
              of the Common Stock to be registered hereunder.

         10.1  Interface Systems, Inc. Employee Stock Purchase Plan.

         23.1  Consent of BDO Seidman, LLP

         23.2  Consent of Dykema Gossett PLLC (contained in Exhibit 5).

         24    Power of Attorney (see "Signatures").

Item 9.  Undertakings.

        (1)  The undersigned registrant hereby undertakes 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
this registration statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental
change in the information set forth in this registration statement; (iii) to
include any material information with respect to the plan of distribution
not previously disclosed in this registration statement or any material
change to such information in this registration statement; provided,
however, that paragraphs (1)(i) and (1)(ii) do not apply if this
registration statement is on Form S-3 or Form S-8 and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in this registration statement.

        (2)  The undersigned registrant hereby undertakes that, for the
purpose of determining any liability under the Securities Act of 1933, each
post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

        (3)  The undersigned registrant hereby undertakes 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.

        (4)  The undersigned registrant hereby undertakes that, for the
purpose 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) or the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

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

























































                             SIGNATURES


       Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Ann Arbor, State of
Michigan on November 21, 1997.

                                  NTERFACE SYSTEMS, INC.


                                  By: /s/ Robert A. Nero 
                                      Robert A. Nero
                                      President and Chief Executive Officer


                  POWER OF ATTORNEY

        Each of the undersigned whose signature appears below hereby
constitutes and appoints Robert A. Nero, John R. Ternes and George W.
Perrett and each of them acting alone, his true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him or
her and in his or her 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, under the Securities Act of 1933, as amended.

        Pursuant to the requirements of the Securities Act of 1933, as
amended this registration statement has been signed by the following persons
in the capacities indicated on November 21, 1997.


                                                Title

/s/ Robert A. Nero
Robert A. Nero           Director and President and Chief Executive Officer


/s/ John R. Ternes
John R. Ternes           Vice President and Chief Financial Officer
                         (principal financial and accounting officer)

/s/ Garnel F. Graber
Garnel F. Graber         Director


/s/ Bruce E. Rhoades
Bruce E. Rhoades         Director



George W. Perrett        Director



David O. Schupp          Director


/s/ David C. Seigle 
David C. Seigle          Director


/s/ Robert A. Seigle
Robert A. Seigle         Director


/s/ Lloyd A. Semple
Lloyd A. Semple          Director

                          INDEX TO EXHIBITS


                                                             

         Exhibit
         Number               Exhibits                                       
                


           5       Opinion of Dykema Gossett PLLC with respect to the        
                   legality of the Common Stock to be registered hereunder

          10.1     Interface Systems, Inc. Employee Stock Purchase Plan.

          23.1     Consent of BDO Seidman, LLP

          23.2     Consent of Dykema Gossett PLLC (contained in Exhibit 5)

          24       Power of Attorney (see "Signatures")
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 13685}]
{"company-data": {"conformed-name": "INTERFACE SYSTEMS INC", "cik": "0000714981", "assigned-sic": "3577", "irs-number": "381857379", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-40979", "film-number": "97728213"}, "business-address": {"street1": "5855 INTERFACE DR", "city": "ANN ARBOR", "state": "MI", "zip": "48103", "phone": "3137695900"}, "mail-address": {"street1": "5855 INTERFACE DR", "city": "ANN ARBOR", "state": "MI", "zip": "48103"}}
As filed with the Securities and Exchange Commission on November 25, 1997
                                  Registration No. 333-      

         SECURITIES AND EXCHANGE COMMISSION
               Washington, D.C.  20549

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

               INTERFACE SYSTEMS, INC.
(Exact name of registrant as specified in its charter)

              Delaware                            38-1857379    
      (State or Other Jurisdiction of         (I.R.S. Employer
       Incorporation or Organization)         Identification No.)

    5855 Interface Drive, Ann Arbor, Michigan              48103
  (Address of principal executive offices)              (zip code)

            Employee Stock Purchase Plan
              (Full title of the Plan)

                   JOHN R. TERNES
     Vice President and Chief Financial Officer
               Interface Systems, Inc.
                5855 Interface Drive
             Ann Arbor, Michigan  48103
       (Name and address of agent for service)

Telephone number, including area code, of agent for service:  (313) 769-5900

                     Copies to:
               MARGUERITE M. GRITENAS
                 Dykema Gossett PLLC
               400 Renaissance Center
            Detroit, Michigan  48243-1668

           CALCULATION OF REGISTRATION FEE
                                                                             
 Title of                   Proposed Maximum   Proposed Maximum   Amount of
Securities to  Amount to be     Offering          Aggregate     Registration
be Registered  Registered   Price per Share*   Offering Price*        Fee 
----------------------------------------------------------------------------
Common Stock   225,000          $2.9375         $660,937.50        $200.29
----------------------------------------------------------------------------
*  Estimated solely for purposes of computing the Registration Fee, at
$2.9375 per share, the average price for shares of the Common Stock on
November 19, 1997, as reported on the NASDAQ National Market, pursuant to
Rule 457(h).
PART II
    INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation by Reference.

     The following documents filed by Interface Systems, Inc. (the
"Company") with the Securities and Exchange Commission (the "Commission")
are incorporated in this Registration Statement by reference:

     (a)  The Company's Annual Report on Form 10-K for the year ended 
          September 30, 1996; 

     (b)  The Company's Quarterly Reports on Form 10-Q for the        
          quarters ended December 31, 1996, March 31, 1997 and June   
          30, 1997;

     (c)  The Company's Report on Form 8-K dated June 24, 1997 (filed 
          June 28, 1997); and 

     (d)  Description of the Company's Common Stock contained in the  
          Company's Registration Statement on Form 10 under the       
          Securities Exchange Act of 1934, as amended,
          Number 0-10902.

      All documents filed by the Company with the Commission pursuant to
Sections 13, 14 and 15(d) of the Securities Exchange Act of 1934, as
amended, subsequent to the date of this Registration Statement and prior to
the termination of the offering of the Common Stock covered by this
Registration Statement shall be deemed to be incorporated by reference in
this Registration Statement and to be a part hereof from the date of filing
of each such document.

Item 4.  Description of Securities.

         Not required.

Item 5.  Interests of Named Experts and Counsel.

         No material interests.

Item 6.  Indemnification of Directors and Officers.

         Section 145 of the Delaware General Corporation Law (the "DGCL")
sets forth the conditions and limitations governing the indemnification of
officers, directors and other persons.

         The DGCL permits Delaware corporations to limit the personal
liability of directors for a breach of their fiduciary duty.  The Company's
Certificate of Incorporation, which limits liability to the maximum extent
permitted by law, provides that a director of the Company shall not be
personally liable to the Company or its stockholders for monetary damages
for breach of the director's fiduciary duty.  However, it does not eliminate
or limit the liability of a director for any of the following:  (i) a breach
of the director's duty of loyalty to the Company or its stockholders; (ii)
acts or omissions not in good faith or that involve intentional misconduct
or a knowing violation of law; (iii) declaring an unlawful dividend, stock
purchase or redemption; and (iv) a transaction from which the director
derives an improper personal benefit.  As a result of the inclusion of such
a provision, stockholders of the Company may be unable to recover monetary
damages against directors for actions taken by them which constitute
negligence or gross negligence or which are in violation of their fiduciary
duties, although it may be possible to obtain injunctive or other equitable
relief with respect to such actions.

          The Company's Bylaws permit the Company to indemnify its
directors, officers, employees and agents for expenses, judgments,
penalties, fines and amounts paid in settlement actually and reasonably
incurred in connection with any pending, threatened or completed action,
suit or proceeding (other than by or in the right of the Company) to which
any such person was made a party by reason of the fact that he or she was
acting in person was made a party by reason of the fact that he or she was
acting in such capacity for the Company or was serving as such for another
corporation or enterprise at the Company's request, if such person acted in
good faith and in a manner he or she reasonably believed to be in or not
opposed to the best interests of the Company or its stockholders or, in
respect to a criminal proceeding, had no reasonable cause to believe his or
her conduct was unlawful.  The Company's Bylaws also authorize the Company
to purchase and maintain insurance on behalf of any officer, director,
employee or agent of the Company against any liability asserted against or
incurred by them in such capacity or arising out of their status as such
whether or not the Company would have the power to indemnify such officer,
director, employee or agent against such liability.   

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         The following exhibits are filed with this Registration Statement:

         5     Opinion of Dykema Gossett PLLC with respect to the legality   
              of the Common Stock to be registered hereunder.

         10.1  Interface Systems, Inc. Employee Stock Purchase Plan.

         23.1  Consent of BDO Seidman, LLP

         23.2  Consent of Dykema Gossett PLLC (contained in Exhibit 5).

         24    Power of Attorney (see "Signatures").

Item 9.  Undertakings.

        (1)  The undersigned registrant hereby undertakes 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
this registration statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental
change in the information set forth in this registration statement; (iii) to
include any material information with respect to the plan of distribution
not previously disclosed in this registration statement or any material
change to such information in this registration statement; provided,
however, that paragraphs (1)(i) and (1)(ii) do not apply if this
registration statement is on Form S-3 or Form S-8 and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in this registration statement.

        (2)  The undersigned registrant hereby undertakes that, for the
purpose of determining any liability under the Securities Act of 1933, each
post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

        (3)  The undersigned registrant hereby undertakes 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.

        (4)  The undersigned registrant hereby undertakes that, for the
purpose 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) or the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

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

                             SIGNATURES

       Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Ann Arbor, State of
Michigan on November 21, 1997.

                                  NTERFACE SYSTEMS, INC.

                                  By: /s/ Robert A. Nero 
                                      Robert A. Nero
                                      President and Chief Executive Officer

                  POWER OF ATTORNEY

        Each of the undersigned whose signature appears below hereby
constitutes and appoints Robert A. Nero, John R. Ternes and George W.
Perrett and each of them acting alone, his true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him or
her and in his or her 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, under the Securities Act of 1933, as amended.

        Pursuant to the requirements of the Securities Act of 1933, as
amended this registration statement has been signed by the following persons
in the capacities indicated on November 21, 1997.

                                                Title

/s/ Robert A. Nero
Robert A. Nero           Director and President and Chief Executive Officer

/s/ John R. Ternes
John R. Ternes           Vice President and Chief Financial Officer
                         (principal financial and accounting officer)

/s/ Garnel F. Graber
Garnel F. Graber         Director

/s/ Bruce E. Rhoades
Bruce E. Rhoades         Director

George W. Perrett        Director

David O. Schupp          Director

/s/ David C. Seigle 
David C. Seigle          Director

/s/ Robert A. Seigle
Robert A. Seigle         Director

/s/ Lloyd A. Semple
Lloyd A. Semple          Director

                          INDEX TO EXHIBITS

                                                             

         Exhibit
         Number               Exhibits                                       
                

           5       Opinion of Dykema Gossett PLLC with respect to the        
                   legality of the Common Stock to be registered hereunder

          10.1     Interface Systems, Inc. Employee Stock Purchase Plan.

          23.1     Consent of BDO Seidman, LLP

          23.2     Consent of Dykema Gossett PLLC (contained in Exhibit 5)

          24       Power of Attorney (see "Signatures")