As Filed with the Securities and Exchange Commission on May
27, 1994
                              
                              
                          FORM S-8
                              
   REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


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



           DELAWARE                         51-0271821
(State or other jurisdiction of          (I.R.S. Employer
incorporation or organization)          Identification No.)
                                                 
 14800 Conference Center Drive                   
     Suite 400, Westfields                       
      Chantilly, Virginia                   22021-3806
(Address of principal executive             (Zip Code)
           offices)


            GENICOM CORPORATION STOCK OPTION PLAN
                    (Full title of Plan)
                              
                              
                   Paul T. Winn, President
                     Genicom Corporation
                14800 Conference Center Drive
                    Suite 400, Westfields
               Chantilly, Virginia  22021-3806
           (Name and address of agent for service)
                              
                              
                       (703) 802-9200
    (Telephone number, including area code, of agent for
                          service)

               CALCULATION OF REGISTRATION FEE
<TABLE>
<S>           <C>          <C>            <C>            <C>
                              Proposed       Proposed          
  Title of                    maximum        maximum           
 securities                   offering      aggregate     Amount of
    to be      Amount to     price per       offering    registratio
 registered        be        share (1)      price (1)       n fee
               registered
Common Stock    400,000        $1.375        $400,000      $190.00
<FN>
(1)  Estimated solely for the purpose of calculating the
registration fee.  Based on the closing price of the Common
Stock in the over-the-counter market on May 23, 1994.
</TABLE>

<PAGE>

The purpose of this Registration Statement is to register
400,000 additional shares of common stock, $0.01 par value,
of Genicom Corporation issuable pursuant to the Genicom
Corporation Stock Option Plan (the "Plan").  Pursuant to
General Instruction E of Form S-8, the Registrant hereby
incorporates by reference the contents of its Form S-8
Registration Statements No. 33-29388, No. 33-41148 and 33-
49472 filed with the Commission on June 19, 1989, June 12,
1991 and July 10, 1992, respectively.

                              
                           Part II
                              
                              
     INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
                              

Item 8.  Exhibits
<TABLE>
<CAPTION>          
Exhibit Number                          Description
<S>            <C  <C>
               >
      4            Second Amendment to the Registrant's Stock Option
                   Plan,
                   dated January 17, 1994.
                   
      5            Opinion of McGuire Woods Battle & Boothe with respect
                   to
                   the legality of the securities being registered.
                   
     23.1          Consent of McGuire Woods Battle & Boothe (included in
                   Exhibit 5).
                   
     23.2          Consent of Coopers & Lybrand.
                   
      24           Power of attorney is contained on page 3.
                   
</TABLE>

<PAGE>

                      POWER OF ATTORNEY


Each person whose signature appears below hereby appoints
James C. Gale his true and lawful attorney-in-fact to sign
on his behalf, as an individual and in the capacity stated
below, any amendment or post-effective amendment to this
registration statement which said attorney-in-fact may deem
appropriate or necessary.

                         SIGNATURES

THE REGISTRANT.     Pursuant to the requirements of the
Securities Act of 1933, the registrant certifies that it has
reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of
Chantilly, County of Fairfax, Commonwealth of Virginia, on
May 27, 1994.

                              GENICOM CORPORATION,
Registrant


               By:       Paul T. Winn
                         Paul T. Winn
                         President and Chief Executive
Officer


Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed below by the
following persons in the capacities and on the dates
indicated.
<TABLE>
<CAPTION>                                                        
Signature                           Title                      Date
<S>                 < <C>                                < <C>
                    C                                    C
                    >                                    >
                                                                 
Don E. Ackerman       Chairman of the Board of                   
                      Directors
Don E. Ackerman                                            May 27, 1994
                                                                 
                                                                 
Paul T. Winn          President, Chief Executive                 
                      Officer
                      and Director
Paul T. Winn          (Principal Executive Officer)        May 27, 1994
                                                                 
                                                                 
Bruce K. Anderson     Director                                   
Bruce K. Anderson                                          May 27, 1994
                                                                 
                                                                 
Edward E. Lucente     Director                                   
Edward E. Lucente                                          May 27, 1994
                                                                 
                                                                 
James C. Gale         Vice President and Chief                   
                      Financial Officer (Principal
James C. Gale         Financial Officer)                   May 27, 1994
                                                                 
                                                                 
James A. Jones        Vice President, Corporate                  
                      Controller
                      and Treasurer
James A. Jones        (Principal Accounting Officer)       May 27, 1994
</TABLE>

<PAGE>
                                                   Exhibit 4
                              
                      SECOND AMENDMENT
                           TO THE
                     GENICOM CORPORATION
                      STOCK OPTION PLAN




      SECOND AMENDMENT, dated as of January 17, 1994, to the
GENICOM  Corporation  Stock Option  Plan  (the  "Plan"),  by
GENICOM Corporation (the "Company").

     The Company maintains the Plan, as amended and restated
effective February 7, 1991.  On January 17, 1994, the  Board
of  Directors unanimously approved a resolution to  increase
the  number  of  shares issuable under the Plan  by  400,000
shares.   In  accordance with Section 9 of  the  Plan,  such
resolution was approved by the holders of a majority of  the
outstanding stock of the Company entitled to vote thereon at
the  annual meeting of stockholders of the Company on  April
27,  1994.

     NOW, THEREFORE, the Plan is amended as follows:

      I.    Section  4  is  amended by  revising  the  first
paragraph in its entirety to read as follows:

      4.1   The  total number of shares of Common Stock  for
which  Options  may  be granted under this  Plan  shall  not
exceed  in  the aggregate 2,500,000 shares of  Common  Stock
(subject to adjustment as provided in Section 7 hereof).
<PAGE>
[{"type": "S-8", "sequence": "1", "description": "S-8WITHC&LCONSENT", "secsgml_size_bytes": 8283}]
{"company-data": {"conformed-name": "GENICOM CORP", "cik": "0000766738", "assigned-sic": "3577", "irs-number": "510271821", "state-of-incorporation": "DE", "fiscal-year-end": "1230"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-53843", "film-number": "94531027"}, "business-address": {"street1": "14800 CONFERENCE CENTER DRIVE", "street2": "STE 400 WESTFIELDS", "city": "CHANTILLY", "state": "VA", "zip": "22021-3806", "phone": "7038029200"}}
As Filed with the Securities and Exchange Commission on May
27, 1994
                              
                              
                          FORM S-8
                              
   REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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

           DELAWARE                         51-0271821
(State or other jurisdiction of          (I.R.S. Employer
incorporation or organization)          Identification No.)
                                                 
 14800 Conference Center Drive                   
     Suite 400, Westfields                       
      Chantilly, Virginia                   22021-3806
(Address of principal executive             (Zip Code)
           offices)

            GENICOM CORPORATION STOCK OPTION PLAN
                    (Full title of Plan)
                              
                              
                   Paul T. Winn, President
                     Genicom Corporation
                14800 Conference Center Drive
                    Suite 400, Westfields
               Chantilly, Virginia  22021-3806
           (Name and address of agent for service)
                              
                              
                       (703) 802-9200
    (Telephone number, including area code, of agent for
                          service)

               CALCULATION OF REGISTRATION FEE
Proposed       Proposed          
  Title of                    maximum        maximum           
 securities                   offering      aggregate     Amount of
    to be      Amount to     price per       offering    registratio
 registered        be        share (1)      price (1)       n fee
               registered
Common Stock    400,000        $1.375        $400,000      $190.00
(1)  Estimated solely for the purpose of calculating the
registration fee.  Based on the closing price of the Common
Stock in the over-the-counter market on May 23, 1994.
The purpose of this Registration Statement is to register
400,000 additional shares of common stock, $0.01 par value,
of Genicom Corporation issuable pursuant to the Genicom
Corporation Stock Option Plan (the "Plan").  Pursuant to
General Instruction E of Form S-8, the Registrant hereby
incorporates by reference the contents of its Form S-8
Registration Statements No. 33-29388, No. 33-41148 and 33-
49472 filed with the Commission on June 19, 1989, June 12,
1991 and July 10, 1992, respectively.

                              
                           Part II
                              
                              
     INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
                              

Item 8.  Exhibits
Exhibit Number                          Description
>
      4            Second Amendment to the Registrant's Stock Option
                   Plan,
                   dated January 17, 1994.
                   
      5            Opinion of McGuire Woods Battle & Boothe with respect
                   to
                   the legality of the securities being registered.
                   
     23.1          Consent of McGuire Woods Battle & Boothe (included in
                   Exhibit 5).
                   
     23.2          Consent of Coopers & Lybrand.
                   
      24           Power of attorney is contained on page 3.
POWER OF ATTORNEY

Each person whose signature appears below hereby appoints
James C. Gale his true and lawful attorney-in-fact to sign
on his behalf, as an individual and in the capacity stated
below, any amendment or post-effective amendment to this
registration statement which said attorney-in-fact may deem
appropriate or necessary.

                         SIGNATURES

THE REGISTRANT.     Pursuant to the requirements of the
Securities Act of 1933, the registrant certifies that it has
reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of
Chantilly, County of Fairfax, Commonwealth of Virginia, on
May 27, 1994.

                              GENICOM CORPORATION,
Registrant

               By:       Paul T. Winn
                         Paul T. Winn
                         President and Chief Executive
Officer

Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed below by the
following persons in the capacities and on the dates
indicated.
Signature                           Title                      Date
<
<
C                                    C
                    >                                    >
                                                                 
Don E. Ackerman       Chairman of the Board of                   
                      Directors
Don E. Ackerman                                            May 27, 1994
                                                                 
                                                                 
Paul T. Winn          President, Chief Executive                 
                      Officer
                      and Director
Paul T. Winn          (Principal Executive Officer)        May 27, 1994
                                                                 
                                                                 
Bruce K. Anderson     Director                                   
Bruce K. Anderson                                          May 27, 1994
                                                                 
                                                                 
Edward E. Lucente     Director                                   
Edward E. Lucente                                          May 27, 1994
                                                                 
                                                                 
James C. Gale         Vice President and Chief                   
                      Financial Officer (Principal
James C. Gale         Financial Officer)                   May 27, 1994
                                                                 
                                                                 
James A. Jones        Vice President, Corporate                  
                      Controller
                      and Treasurer
James A. Jones        (Principal Accounting Officer)       May 27, 1994
Exhibit 4
                              
                      SECOND AMENDMENT
                           TO THE
                     GENICOM CORPORATION
                      STOCK OPTION PLAN

      SECOND AMENDMENT, dated as of January 17, 1994, to the
GENICOM  Corporation  Stock Option  Plan  (the  "Plan"),  by
GENICOM Corporation (the "Company").

     The Company maintains the Plan, as amended and restated
effective February 7, 1991.  On January 17, 1994, the  Board
of  Directors unanimously approved a resolution to  increase
the  number  of  shares issuable under the Plan  by  400,000
shares.   In  accordance with Section 9 of  the  Plan,  such
resolution was approved by the holders of a majority of  the
outstanding stock of the Company entitled to vote thereon at
the  annual meeting of stockholders of the Company on  April
27,  1994.

     NOW, THEREFORE, the Plan is amended as follows:

      I.    Section  4  is  amended by  revising  the  first
paragraph in its entirety to read as follows:

      4.1   The  total number of shares of Common Stock  for
which  Options  may  be granted under this  Plan  shall  not
exceed  in  the aggregate 2,500,000 shares of  Common  Stock
(subject to adjustment as provided in Section 7 hereof).