Registration No.


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


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


                               V BAND CORPORATION
             (Exact name of registrant as specified in its charter)

           New York                                              13-2990015
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                               Identification No.)

          565 Taxter Road
         Elmsford, New York                                        10523
(Address of Principal Executive Offices)                        (Zip Code)

                 V BAND CORPORATION STOCK COMPENSATION PLAN FOR
                             NON-EMPLOYEE DIRECTORS
                            (Full title of the plan)

Mark R. Hahn                                             Brian S. North, Esquire
Chief Financial Officer                                  White and Williams
V Band Corporation                                       1800 One Liberty Place
565 Taxter Road                                          Philadelphia, PA 19103
Elmsford, NY 10523                                       (215) 864-7000
(914) 789-5000

         (Names, addresses and telephone numbers of agents for service) 

<TABLE>
<CAPTION>
                                   CALCULATION OF REGISTRATION FEE

Title of                    Amount             Proposed           Proposed          Amount of
securities to               to be              maximum            maximum           registration
be registered               registered         offering           aggregate         fee
                                               price              offering
                                               per share          price
------------------------------------------------------------------------------------------------
<S>                          <C>               <C>                <C>                <C>
Common Stock                 25,000            $1.63(1)           $40,750(1)         $12.35
par value $.01
per share

</TABLE>
<PAGE>
(1) Pursuant to Rule 457 under the Securities Act of 1933, the proposed  maximum
offering price per share and the maximum aggregate  offering price are estimated
solely for purposes of calculating the  registration  fee and are based upon the
last sale reported on the National  Association of Securities  Dealers  National
Market System on December 11, 1996.

                                EXPLANATORY NOTE

                  This registration statement relates to the Corporation's Stock
Compensation  Plan for Non-Employee  Directors.  The prospectus  relating to the
offering and sale of the Company's  Common Shares to the Company's  non-employee
directors  pursuant  to the Plan is  omitted  from this  Registration  Statement
pursuant  to the Note to Part 1 of Form S-8,  The  prospectus  included  in this
Registration  Statement  covers the reoffering and resale of such  securities by
the non-employee  directors who have, or will, acquire such securities under the
Plan.
<PAGE>
PROSPECTUS


                               V BAND CORPORATION

                                  Common Stock


         This Prospectus  relates to sales by  non-employee  directors of V Band
Corporation,  a New York corporation  (the  "Company"),  of shares of its Common
Stock,  par value  $.01 per share  ("Common  Stock")  acquired  pursuant  to the
Company's Stock Compensation Plan for Non-Employee Directors (the "Plan")

         Such  shares  may be sold  from  time  to time on the  over-the-counter
market or in private transactions.

         Persons making such sales may be deemed (without their conceding) to be
"affiliates"  of the  Company  and  "underwriters"  within  the  meaning  of the
Securities  Act of 1933,  as amended  (the "Act") and the Rules and  Regulations
promulgated  thereunder.  In addition,  such shares may be sold pursuant to Rule
144 of the Securities and Exchange  Commission (the "Commission")  under the Act
in lieu of being sold pursuant to this  Prospectus.  Sales made pursuant to this
Prospectus are subject to the volume limitations of Rule 144(e) calculated as of
the  date  this   Prospectus  is  filed  with  the   Commission.   See  "Selling
Shareholders."



             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.



                The date of this Prospectus is November 29, 1996. 



<PAGE>
         No person has been  authorized to give any  information  or to make any
representations  not contained in this  Prospectus  and, if given or made,  such
information  or  representations   must  not  be  relied  upon  as  having  been
authorized. This Prospectus does not constitute an offer of any securities other
than those to which it relates or to any person in any  jurisdiction  where such
offer would be unlawful.  The delivery of this  Prospectus  at any time does not
imply that the  information  herein is correct as of any time  subsequent to its
date.

                               GENERAL INFORMATION

         The  Company  is  subject  to  the  informational  requirements  of the
Securities  Exchange Act of 1934, and in accordance  therewith files reports and
other information with the Securities and Exchange Commission.  Such information
filed by the  Company  can be  inspected  and  copied  at the  public  reference
facilities  maintained by the Commission at 450 Fifth Street, N.W.,  Washington,
D.C. 20549, and at the following  Regional  Offices of the Commission:  New York
Regional Office, 7 World Trade Center, Suite 1300, New York, New York 10048; and
Chicago Regional Office,  Northwestern  Atrium Center,  500 West Madison Street,
Suite 1400,  Chicago,  Illinois  60661.  Copies of such material can be obtained
from the Public  Reference  Section of the  Commission,  450 Fifth  Street N.W.,
Washington, D.C. 20549, at prescribed rates.

         The Company  will  provide,  without  charge,  to each person to whom a
prospectus is delivered,  upon written or oral request of such person, a copy of
any and all of the  information  that has been  incorporated by reference in the
registration  statement  (not  including  exhibits  to the  information  that is
incorporated by reference unless such exhibits are specifically  incorporated by
reference into the information  that the registration  statement  incorporates).
Such requests should be directed to Corporate Secretary, V Band Corporation, 565
Taxter Road, Elmsford, New York 10523, telephone (914) 789-5000.

                                   THE COMPANY

         The  principal  executive  offices of the  Company  are  located at 565
Taxter Road, Elmsford, NY 10523.

                              SELLING SHAREHOLDERS

         Shares being sold pursuant to this  Prospectus  include shares acquired
by non-employee  directors of the Company under the Company's Stock Compensation
Plan for Non-Employee Directors.
<PAGE>
         No selling  shareholder  who is an affiliate of the Company  within the
meaning of the Act may sell,  pursuant  to this  Prospectus  in any  three-month
period,  more than the greater of (i) one percent of the shares of the Company's
Common  Stock  outstanding  as shown by the  Company's  most  recent  report  or
published  statements or (ii) the average weekly  trading  volume  preceding the
date of sale. As of November 29, 1996, there were approximately 5,323,170 shares
of Common stock outstanding.

         The following are the non-employee  directors eligible to resell shares
of the Company's Common Stock acquired under the Plan:

                             Luke P. LaValle, Jr.
                             Thomas H. Lenagh
                             Brian S. North
                             Joseph M. O'Donnell
                             A. Eugene Sapp, Jr.
                             J. Stephen Vanderwoude 

         An  aggregate  of 25,000  shares of the  Company's  Common Stock may be
resold by such  individuals  pursuant to this  Prospectus.  The number of shares
that may be sold by each  individual  will  depend on the number of shares  such
individual elects to acquire pursuant to the Plan.
<PAGE>
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

         The following  documents  filed by V Band  Corporation  (the "Company")
with the Commission are incorporated herein by reference:

         1.  The Company's Annual Report on Form 10-K for the year
ended October 31, 1995;

         2. All other  reports  filed  pursuant to Section 13(a) or 15(d) of the
Securities  Exchange Act of 1934 since the end of the fiscal year covered by the
Annual Report referred to above,  including the Company's  Quarterly  Reports on
Form 10-Q for the quarters ending January 31, 1996 and April 30, 1996; and

         3. The description of the Company's  Common Stock which is contained in
its registration statement on Form 8-A effective March 24, 1989.

         All documents filed by the Company pursuant to Section 13(a), 13(c), 14
or 15(d) of the Securities  Exchange Act of 1934 after the date hereof and prior
to the filing of a  post-effective  amendment which indicates that all shares of
Common Stock offered have been sold or which  de-registers  all such shares then
remaining  unsold shall be deemed to be incorporated by reference  herein and to
be a part hereof from the date of the filing of such documents.

Item 5. Interests of Named Experts and Counsel

         Brian S.  North,  Esquire,  an attorney  practicing  law with White and
Williams  in  Philadephia,  is the  beneficial  owner of  103,000  shares of the
Company's Common Stock.

Item 6. Indemnification of Directors and Officers

         The  Registrant  has the power to indemnify  its officers and directors
against  liability  for certain acts pursuant to Sections 721 through 727 of the
New York State Business  Corporation Law. Article IX of the Registrant's By-Laws
provide as follows:

         "(a) To the extent  permitted by law, the  Corporation  shall indemnify
         any and all  persons  who may  serve or who have  served at any time as
         directors or officers of the Corporation,  or who at the request of the
         Board of  Directors  of the  Corporation  may serve or at any time have
         served as  directors  or officers of another  corporation  in which the
         Corporation  at such time  owned or may own shares of stock or of which
         it  was  or  may  be  a   creditor,   and   their   respective   heirs,
         administrators,  successors, and assigns, against any and all expenses,
         including  but not  limited  to  amounts  paid upon  judgments,  fines,
         amounts paid in  settlement  (before or after suit is  commenced),  and
         reasonable  expenses actually and necessarily  incurred by such persons
         in connection with the defense or settlement of any claim, action, suit
         or  proceeding  in which they,  or any of them,  are made  parties or a
         party, or which may be asserted  against them or any of them, by reason
         of being or having  been  directors  or  officers  or a director  or an
         officer of the  Corporation,  or of such other  corporation,  except in
         relation to matters as to which any such  director or officer or former
<PAGE>
         director or former  officer  shall be  adjudged in any action,  suit or
         proceeding  to be liable for his own  negligence  or  misconduct in the
         performance of his duty. Such  indemnification  shall be in addition to
         all other rights to which those  indemnified  may be entitled under any
         law, By-Law, agreement, vote of stockholders, or otherwise.

         "(b) The Corporation may provide  additional rights of  indemnification
         and  advancement  of  expenses  to officers  and/or  directors  when so
         authorized  by (i) a resolution of  shareholders,  (ii) a resolution of
         directors,  or (iii]  an  agreement  between  the  Corporation  and any
         'director or officer providing for such indemnification,  provided that
         no  indemnification  may be made to or on  behalf  of any  director  or
         officer  if a  judgment  or other  final  adjudication  adverse  to the
         director or Officer  establishes  that his acts were  committed  in bad
         faith or were the result of active and  deliberate  dishonesty and were
         material to the cause Of action so  adjudicated,  or that he personally
         gained in fact a financial  profit or other  advantage  to which he was
         not legally entitled."

         The Board of Directors  and the  Company's  shareholders  have approved
forms of  indemnity  agreements  and  authorized  the Company to enter into such
agreements  with its directors  and officers,  and the directors and officers of
its subsidiaries.  The indemnity  agreements provide for  indemnification by the
Company of its directors and officers against certain liabilities arising out of
their service to the Company.  The Board of Directors will determine  whether to
enter into an indemnity agreement with any particular  director or officer.  The
Company has entered into such  agreements with each person serving as a director
at the date hereof.
 
Item 8. Exhibits.


             4             V Band Corporation Stock Compensation Plan for
                           Non-Employee Directors

             5             Opinion of Counsel

            23.1           Consent of Independent Accountants

            23.2           Consent of Counsel (included in Exhibit 5)

            24             Power of Attorney (included in signature pages of
                           this Registration Statement)

Item 9. Undertakings.

                  The Company hereby  undertakes:  (1) to file during any period
in which  offers or sales are being made,  a  post-effective  amendment  to this
registration  statement:  (i) to  include  any  prospectus  required  by Section
10(a)(3)  of the Act (ii) to  reflect  in the  prospectus  any  facts or  events
arising  after the  effective  date of the  registration  statement (or the most
recent  post-effective   amendment  thereof)  which,   individually  or  in  the
aggregate,  represent a fundamental  change in the  information set forth in the
registration  statement;  (iii) to include any material information with respect
to the  plan  of  distribution  not  previously  disclosed  in the  registration
statement  or any  material  change  to  such  information  in the  registration
<PAGE>
statement;  (2) that for the purpose Of determining any liability under the Act,
each such post-effective amendment and each filing Of the issuer's annual report
pursuant  to Section  13 or 15(d) of the  Securities  Exchange  Act Of 1934 (or,
where  applicable,  each filing of the plan's annual report  pursuant to Section
15(d) Of the Securities  Exchange Act of 1934) that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement
relating to the securities  offered  therein and the offering of such securities
at that time shall be deemed to be the initial bona fide offering  thereof;  and
(3) to remove from  registration by means of a  post-effective  amendment any of
the securities  being  registered  which remain unsold at the termination of the
Plan.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the Company pursuant to the foregoing provisions,  or otherwise, the Company 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 Company of expenses incurred or
paid  by a  director,  officer  or  controlling  person  of the  Company  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 Company will,  unless in the opinion of counsel matter has been
settled by controlling precedent,  submit to a court of appropriate jurisdiction
the question  whether such  indemnification  by it is against  public  policy as
expressed  in the Act and will be  governed  by the final  adjudication  of such
issue.
<PAGE>

                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant  certifies that it has reasonable  grounds to believe 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 Elmsford, State of New York, on November , 1996.

                                                   V BAND CORPORATION


                                               By:/s/Thomas E. Feil
                                                  -----------------
                                                     Thomas E. Feil
                                                     (Chief Executive Officer)
                                                                       

         Each person whose  signature  appears below  constitutes  and appoints,
Thomas E. Feil, Thomas Hughes,  and Mark Hahn, and each of them, as 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 to this Registration Statement,  and
to file the same with all exhibits  thereto,  and other  documents in connection
therewith,  with the Commission,  granting unto said  attorney-in-fact and agent
full power and  authority  to do and perform  each 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 or substitutes,  may lawfully do or cause to be done by
virtue hereof.

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

/s/Thomas E. Feil               Chairman, Chief Executive      November   , 1996
-----------------               Officer and Director
Thomas E. Feil                    
                                 


/s/Mark R. Hahn                 Chief Financial  
---------------                 Officer and Principal          November   , 1996
Mark R. Hahn                    Accounting Officer           
                                            


/s/Luke P. LaValle, Jr.         Director                       November 22, 1996
-----------------------                                           
Luke P. LaValle, Jr.
 
<PAGE>
<CAPTION>
Signature                       Title                          Date
---------                       -----                          ----
<S>                             <C>                            <C>

/s/Thomas H. Lenagh             Director                       November 22, 1996
-------------------                                            
Thomas H. Lenagh


/s/Brian S. North               Director                       November   , 1996
-----------------
Brian S. North


/s/Joseph M. O'Donnell          Director                       November   , 1996
----------------------
Joseph M. O'Donnell



/s/A. Eugene Sapp, Jr.          Director                       November 22, 1996
----------------------
A. Eugene Sapp, Jr.



/s/J. Stephen Vanderwoude       Director                       November   , 1996
-------------------------                                           
J. Stephen Vanderwoude

</TABLE>
<PAGE>
                                  EXHIBIT INDEX

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


4                          V Band Corporation Stock Compensation    
                           Plan for Non-Employee Directors

5                          Opinion of Counsel                         

23.1                       Consent of Independent Accountants   

23.2                       Consent of Counsel (included in
                           Exhibit 5)

24                         Power of Attorney (contained on
                           signature pages hereof)
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 21679}]
{"company-data": {"conformed-name": "V BAND CORPORATION", "cik": "0000731181", "assigned-sic": "3661", "irs-number": "132990015", "state-of-incorporation": "NY", "fiscal-year-end": "1031"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-18223", "film-number": "96683148"}, "business-address": {"street1": "565 TAXTER RD", "city": "ELMSFORD", "state": "NY", "zip": "10523", "phone": "9147895000"}, "mail-address": {"street1": "565 TAXTER ROAD", "city": "ELMSFORD", "state": "NY", "zip": "10523"}, "former-company": {"former-conformed-name": "V BAND SYSTEMS INC", "date-changed": "19870511"}}
Registration No.

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                               V BAND CORPORATION
             (Exact name of registrant as specified in its charter)

           New York                                              13-2990015
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                               Identification No.)

          565 Taxter Road
         Elmsford, New York                                        10523
(Address of Principal Executive Offices)                        (Zip Code)

                 V BAND CORPORATION STOCK COMPENSATION PLAN FOR
                             NON-EMPLOYEE DIRECTORS
                            (Full title of the plan)

Mark R. Hahn                                             Brian S. North, Esquire
Chief Financial Officer                                  White and Williams
V Band Corporation                                       1800 One Liberty Place
565 Taxter Road                                          Philadelphia, PA 19103
Elmsford, NY 10523                                       (215) 864-7000
(914) 789-5000

         (Names, addresses and telephone numbers of agents for service)
CALCULATION OF REGISTRATION FEE

Title of                    Amount             Proposed           Proposed          Amount of
securities to               to be              maximum            maximum           registration
be registered               registered         offering           aggregate         fee
                                               price              offering
                                               per share          price
------------------------------------------------------------------------------------------------
Common Stock                 25,000            $1.63(1)           $40,750(1)         $12.35
par value $.01
per share
(1) Pursuant to Rule 457 under the Securities Act of 1933, the proposed  maximum
offering price per share and the maximum aggregate  offering price are estimated
solely for purposes of calculating the  registration  fee and are based upon the
last sale reported on the National  Association of Securities  Dealers  National
Market System on December 11, 1996.

                                EXPLANATORY NOTE

                  This registration statement relates to the Corporation's Stock
Compensation  Plan for Non-Employee  Directors.  The prospectus  relating to the
offering and sale of the Company's  Common Shares to the Company's  non-employee
directors  pursuant  to the Plan is  omitted  from this  Registration  Statement
pursuant  to the Note to Part 1 of Form S-8,  The  prospectus  included  in this
Registration  Statement  covers the reoffering and resale of such  securities by
the non-employee  directors who have, or will, acquire such securities under the
Plan.
PROSPECTUS

                               V BAND CORPORATION

                                  Common Stock

         This Prospectus  relates to sales by  non-employee  directors of V Band
Corporation,  a New York corporation  (the  "Company"),  of shares of its Common
Stock,  par value  $.01 per share  ("Common  Stock")  acquired  pursuant  to the
Company's Stock Compensation Plan for Non-Employee Directors (the "Plan")

         Such  shares  may be sold  from  time  to time on the  over-the-counter
market or in private transactions.

         Persons making such sales may be deemed (without their conceding) to be
"affiliates"  of the  Company  and  "underwriters"  within  the  meaning  of the
Securities  Act of 1933,  as amended  (the "Act") and the Rules and  Regulations
promulgated  thereunder.  In addition,  such shares may be sold pursuant to Rule
144 of the Securities and Exchange  Commission (the "Commission")  under the Act
in lieu of being sold pursuant to this  Prospectus.  Sales made pursuant to this
Prospectus are subject to the volume limitations of Rule 144(e) calculated as of
the  date  this   Prospectus  is  filed  with  the   Commission.   See  "Selling
Shareholders."

             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.

                The date of this Prospectus is November 29, 1996.
No person has been  authorized to give any  information  or to make any
representations  not contained in this  Prospectus  and, if given or made,  such
information  or  representations   must  not  be  relied  upon  as  having  been
authorized. This Prospectus does not constitute an offer of any securities other
than those to which it relates or to any person in any  jurisdiction  where such
offer would be unlawful.  The delivery of this  Prospectus  at any time does not
imply that the  information  herein is correct as of any time  subsequent to its
date.

                               GENERAL INFORMATION

         The  Company  is  subject  to  the  informational  requirements  of the
Securities  Exchange Act of 1934, and in accordance  therewith files reports and
other information with the Securities and Exchange Commission.  Such information
filed by the  Company  can be  inspected  and  copied  at the  public  reference
facilities  maintained by the Commission at 450 Fifth Street, N.W.,  Washington,
D.C. 20549, and at the following  Regional  Offices of the Commission:  New York
Regional Office, 7 World Trade Center, Suite 1300, New York, New York 10048; and
Chicago Regional Office,  Northwestern  Atrium Center,  500 West Madison Street,
Suite 1400,  Chicago,  Illinois  60661.  Copies of such material can be obtained
from the Public  Reference  Section of the  Commission,  450 Fifth  Street N.W.,
Washington, D.C. 20549, at prescribed rates.

         The Company  will  provide,  without  charge,  to each person to whom a
prospectus is delivered,  upon written or oral request of such person, a copy of
any and all of the  information  that has been  incorporated by reference in the
registration  statement  (not  including  exhibits  to the  information  that is
incorporated by reference unless such exhibits are specifically  incorporated by
reference into the information  that the registration  statement  incorporates).
Such requests should be directed to Corporate Secretary, V Band Corporation, 565
Taxter Road, Elmsford, New York 10523, telephone (914) 789-5000.

                                   THE COMPANY

         The  principal  executive  offices of the  Company  are  located at 565
Taxter Road, Elmsford, NY 10523.

                              SELLING SHAREHOLDERS

         Shares being sold pursuant to this  Prospectus  include shares acquired
by non-employee  directors of the Company under the Company's Stock Compensation
Plan for Non-Employee Directors.
No selling  shareholder  who is an affiliate of the Company  within the
meaning of the Act may sell,  pursuant  to this  Prospectus  in any  three-month
period,  more than the greater of (i) one percent of the shares of the Company's
Common  Stock  outstanding  as shown by the  Company's  most  recent  report  or
published  statements or (ii) the average weekly  trading  volume  preceding the
date of sale. As of November 29, 1996, there were approximately 5,323,170 shares
of Common stock outstanding.

         The following are the non-employee  directors eligible to resell shares
of the Company's Common Stock acquired under the Plan:

                             Luke P. LaValle, Jr.
                             Thomas H. Lenagh
                             Brian S. North
                             Joseph M. O'Donnell
                             A. Eugene Sapp, Jr.
                             J. Stephen Vanderwoude 

         An  aggregate  of 25,000  shares of the  Company's  Common Stock may be
resold by such  individuals  pursuant to this  Prospectus.  The number of shares
that may be sold by each  individual  will  depend on the number of shares  such
individual elects to acquire pursuant to the Plan.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

         The following  documents  filed by V Band  Corporation  (the "Company")
with the Commission are incorporated herein by reference:

         1.  The Company's Annual Report on Form 10-K for the year
ended October 31, 1995;

         2. All other  reports  filed  pursuant to Section 13(a) or 15(d) of the
Securities  Exchange Act of 1934 since the end of the fiscal year covered by the
Annual Report referred to above,  including the Company's  Quarterly  Reports on
Form 10-Q for the quarters ending January 31, 1996 and April 30, 1996; and

         3. The description of the Company's  Common Stock which is contained in
its registration statement on Form 8-A effective March 24, 1989.

         All documents filed by the Company pursuant to Section 13(a), 13(c), 14
or 15(d) of the Securities  Exchange Act of 1934 after the date hereof and prior
to the filing of a  post-effective  amendment which indicates that all shares of
Common Stock offered have been sold or which  de-registers  all such shares then
remaining  unsold shall be deemed to be incorporated by reference  herein and to
be a part hereof from the date of the filing of such documents.

Item 5. Interests of Named Experts and Counsel

         Brian S.  North,  Esquire,  an attorney  practicing  law with White and
Williams  in  Philadephia,  is the  beneficial  owner of  103,000  shares of the
Company's Common Stock.

Item 6. Indemnification of Directors and Officers

         The  Registrant  has the power to indemnify  its officers and directors
against  liability  for certain acts pursuant to Sections 721 through 727 of the
New York State Business  Corporation Law. Article IX of the Registrant's By-Laws
provide as follows:

         "(a) To the extent  permitted by law, the  Corporation  shall indemnify
         any and all  persons  who may  serve or who have  served at any time as
         directors or officers of the Corporation,  or who at the request of the
         Board of  Directors  of the  Corporation  may serve or at any time have
         served as  directors  or officers of another  corporation  in which the
         Corporation  at such time  owned or may own shares of stock or of which
         it  was  or  may  be  a   creditor,   and   their   respective   heirs,
         administrators,  successors, and assigns, against any and all expenses,
         including  but not  limited  to  amounts  paid upon  judgments,  fines,
         amounts paid in  settlement  (before or after suit is  commenced),  and
         reasonable  expenses actually and necessarily  incurred by such persons
         in connection with the defense or settlement of any claim, action, suit
         or  proceeding  in which they,  or any of them,  are made  parties or a
         party, or which may be asserted  against them or any of them, by reason
         of being or having  been  directors  or  officers  or a director  or an
         officer of the  Corporation,  or of such other  corporation,  except in
         relation to matters as to which any such  director or officer or former
director or former  officer  shall be  adjudged in any action,  suit or
         proceeding  to be liable for his own  negligence  or  misconduct in the
         performance of his duty. Such  indemnification  shall be in addition to
         all other rights to which those  indemnified  may be entitled under any
         law, By-Law, agreement, vote of stockholders, or otherwise.

         "(b) The Corporation may provide  additional rights of  indemnification
         and  advancement  of  expenses  to officers  and/or  directors  when so
         authorized  by (i) a resolution of  shareholders,  (ii) a resolution of
         directors,  or (iii]  an  agreement  between  the  Corporation  and any
         'director or officer providing for such indemnification,  provided that
         no  indemnification  may be made to or on  behalf  of any  director  or
         officer  if a  judgment  or other  final  adjudication  adverse  to the
         director or Officer  establishes  that his acts were  committed  in bad
         faith or were the result of active and  deliberate  dishonesty and were
         material to the cause Of action so  adjudicated,  or that he personally
         gained in fact a financial  profit or other  advantage  to which he was
         not legally entitled."

         The Board of Directors  and the  Company's  shareholders  have approved
forms of  indemnity  agreements  and  authorized  the Company to enter into such
agreements  with its directors  and officers,  and the directors and officers of
its subsidiaries.  The indemnity  agreements provide for  indemnification by the
Company of its directors and officers against certain liabilities arising out of
their service to the Company.  The Board of Directors will determine  whether to
enter into an indemnity agreement with any particular  director or officer.  The
Company has entered into such  agreements with each person serving as a director
at the date hereof.
 
Item 8. Exhibits.

             4             V Band Corporation Stock Compensation Plan for
                           Non-Employee Directors

             5             Opinion of Counsel

            23.1           Consent of Independent Accountants

            23.2           Consent of Counsel (included in Exhibit 5)

            24             Power of Attorney (included in signature pages of
                           this Registration Statement)

Item 9. Undertakings.

                  The Company hereby  undertakes:  (1) to file during any period
in which  offers or sales are being made,  a  post-effective  amendment  to this
registration  statement:  (i) to  include  any  prospectus  required  by Section
10(a)(3)  of the Act (ii) to  reflect  in the  prospectus  any  facts or  events
arising  after the  effective  date of the  registration  statement (or the most
recent  post-effective   amendment  thereof)  which,   individually  or  in  the
aggregate,  represent a fundamental  change in the  information set forth in the
registration  statement;  (iii) to include any material information with respect
to the  plan  of  distribution  not  previously  disclosed  in the  registration
statement  or any  material  change  to  such  information  in the  registration
statement;  (2) that for the purpose Of determining any liability under the Act,
each such post-effective amendment and each filing Of the issuer's annual report
pursuant  to Section  13 or 15(d) of the  Securities  Exchange  Act Of 1934 (or,
where  applicable,  each filing of the plan's annual report  pursuant to Section
15(d) Of the Securities  Exchange Act of 1934) that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement
relating to the securities  offered  therein and the offering of such securities
at that time shall be deemed to be the initial bona fide offering  thereof;  and
(3) to remove from  registration by means of a  post-effective  amendment any of
the securities  being  registered  which remain unsold at the termination of the
Plan.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the Company pursuant to the foregoing provisions,  or otherwise, the Company 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 Company of expenses incurred or
paid  by a  director,  officer  or  controlling  person  of the  Company  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 Company will,  unless in the opinion of counsel 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,  the
Registrant  certifies that it has reasonable  grounds to believe 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 Elmsford, State of New York, on November , 1996.

                                                   V BAND CORPORATION

                                               By:/s/Thomas E. Feil
                                                  -----------------
                                                     Thomas E. Feil
                                                     (Chief Executive Officer)
                                                                       

         Each person whose  signature  appears below  constitutes  and appoints,
Thomas E. Feil, Thomas Hughes,  and Mark Hahn, and each of them, as 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 to this Registration Statement,  and
to file the same with all exhibits  thereto,  and other  documents in connection
therewith,  with the Commission,  granting unto said  attorney-in-fact and agent
full power and  authority  to do and perform  each 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 or substitutes,  may lawfully do or cause to be done by
virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.
Signature                       Title                          Date
---------                       -----                          ----
/s/Thomas E. Feil               Chairman, Chief Executive      November   , 1996
-----------------               Officer and Director
Thomas E. Feil                    
                                 

/s/Mark R. Hahn                 Chief Financial  
---------------                 Officer and Principal          November   , 1996
Mark R. Hahn                    Accounting Officer           
                                            

/s/Luke P. LaValle, Jr.         Director                       November 22, 1996
-----------------------                                           
Luke P. LaValle, Jr.
Signature                       Title                          Date
---------                       -----                          ----
/s/Thomas H. Lenagh             Director                       November 22, 1996
-------------------                                            
Thomas H. Lenagh

/s/Brian S. North               Director                       November   , 1996
-----------------
Brian S. North

/s/Joseph M. O'Donnell          Director                       November   , 1996
----------------------
Joseph M. O'Donnell

/s/A. Eugene Sapp, Jr.          Director                       November 22, 1996
----------------------
A. Eugene Sapp, Jr.

/s/J. Stephen Vanderwoude       Director                       November   , 1996
-------------------------                                           
J. Stephen Vanderwoude
EXHIBIT INDEX

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

4                          V Band Corporation Stock Compensation    
                           Plan for Non-Employee Directors

5                          Opinion of Counsel                         

23.1                       Consent of Independent Accountants   

23.2                       Consent of Counsel (included in
                           Exhibit 5)

24                         Power of Attorney (contained on
                           signature pages hereof)