Registration No. 2-94923

                       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 AMENDED AND RESTATED
                  INCENTIVE STOCK OPTION PLAN, AS AMENDED 1996
                            (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                687,888(1)          $1.63(2)           $1,121,258(2)      $339.77
par value $.01
per share
</TABLE>
<PAGE>
(1) The number of shares of Common Stock being registered represent the increase
in the number of shares  authorized  to be issued  under the V Band  Corporation
Amended and Restated  1982  Incentive  Stock  Option Plan,  as amended 1996 (the
"Plan") by the amendment to the Plan approved by the  registrant's  shareholders
on May 22, 1996.  Pursuant to Rule 416 under the  Securities  Act of 1933,  this
Registration  Statement  covers,  in addition to the shares of Common  Stock set
forth above, an indeterminate number of shares which by reason of certain events
specified in the Plan may become subject to the Plan.

(2) 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 amendment of the V
Band  Corporation  Amended and Restated  1982  Incentive  Stock Option Plan,  as
Amended  1996 (the  "Plan") to  increase  the  number of shares of common  stock
authorized  to  be  issued   thereunder  to  1,200,000.   The  contents  of  the
Registrant's Registration Statement on Form S-8, Registration No. 2-94923, filed
with the Securities and Exchange  Commission on December 17, 1984, as amended by
the  Registrant's  Post-Effective  Amendment  No. 1, filed  with the  Securities
Exchange Commission on December 1, 1987  (collectively,  the "Prior Registration
Statement")  are  incorporated  herein by  reference.  The Items  below  contain
information required in the Registration  Statement that was not included in the
Prior Registration Statement.
<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, April 30, 1996, and July 31,
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 8. Exhibits.


             4             V Band Corporation Amended and Restated 1982
                           Incentive Stock Option Plan, as amended 1996

             5             Opinion of Counsel

            23.1           Consent of Independent Accountants (included as
                           Exhibit 23.1 to Form 10-K Annual Report of V Band
                           Corporation for the year ended October 31, 1995).

            23.2           Consent of Counsel (included in Exhibit 5.1)

            24             Power of Attorney

<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 29, 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 29, 1996
-----------------               Officer and Director
Thomas E. Feil                    
                                 


/s/Mark R. Hahn                 Chief Financial  
---------------                 Officer and Principal          November 29, 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 22, 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 Amended and      
                           Restated 1982 Incentive Stock
                           Option Plan, as amended 1996

         5                 Opinion of Counsel    


         23.1              Consent of Independent Accountants
                           (included in Exhibit 23.1 to Form
                           10-K Annual Report of V Band
                           Corporation for the year ended
                           October 31, 1995).

         23.2              Consent of Counsel (included in
                           Exhibit 5.1)


         24                Power of Attorney (contained on
                           signature pages hereof)
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 10824}]
{"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": "333-18227", "film-number": "96683163"}, "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. 2-94923

                       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 AMENDED AND RESTATED
                  INCENTIVE STOCK OPTION PLAN, AS AMENDED 1996
                            (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                687,888(1)          $1.63(2)           $1,121,258(2)      $339.77
par value $.01
per share
(1) The number of shares of Common Stock being registered represent the increase
in the number of shares  authorized  to be issued  under the V Band  Corporation
Amended and Restated  1982  Incentive  Stock  Option Plan,  as amended 1996 (the
"Plan") by the amendment to the Plan approved by the  registrant's  shareholders
on May 22, 1996.  Pursuant to Rule 416 under the  Securities  Act of 1933,  this
Registration  Statement  covers,  in addition to the shares of Common  Stock set
forth above, an indeterminate number of shares which by reason of certain events
specified in the Plan may become subject to the Plan.

(2) 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 amendment of the V
Band  Corporation  Amended and Restated  1982  Incentive  Stock Option Plan,  as
Amended  1996 (the  "Plan") to  increase  the  number of shares of common  stock
authorized  to  be  issued   thereunder  to  1,200,000.   The  contents  of  the
Registrant's Registration Statement on Form S-8, Registration No. 2-94923, filed
with the Securities and Exchange  Commission on December 17, 1984, as amended by
the  Registrant's  Post-Effective  Amendment  No. 1, filed  with the  Securities
Exchange Commission on December 1, 1987  (collectively,  the "Prior Registration
Statement")  are  incorporated  herein by  reference.  The Items  below  contain
information required in the Registration  Statement that was not included in the
Prior Registration Statement.
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, April 30, 1996, and July 31,
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 8. Exhibits.

             4             V Band Corporation Amended and Restated 1982
                           Incentive Stock Option Plan, as amended 1996

             5             Opinion of Counsel

            23.1           Consent of Independent Accountants (included as
                           Exhibit 23.1 to Form 10-K Annual Report of V Band
                           Corporation for the year ended October 31, 1995).

            23.2           Consent of Counsel (included in Exhibit 5.1)

            24             Power of Attorney
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 29, 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 29, 1996
-----------------               Officer and Director
Thomas E. Feil                    
                                 

/s/Mark R. Hahn                 Chief Financial  
---------------                 Officer and Principal          November 29, 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 22, 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 Amended and      
                           Restated 1982 Incentive Stock
                           Option Plan, as amended 1996

         5                 Opinion of Counsel    

         23.1              Consent of Independent Accountants
                           (included in Exhibit 23.1 to Form
                           10-K Annual Report of V Band
                           Corporation for the year ended
                           October 31, 1995).

         23.2              Consent of Counsel (included in
                           Exhibit 5.1)

         24                Power of Attorney (contained on
                           signature pages hereof)