II-1


As filed with the Securities and Exchange Commission on September
26, 1998
                                  Registration No. 333-


               SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C.  20549.
    
                                
                            FORM S-8
                     REGISTRATION STATEMENT
                              UNDER
                   THE SECURITIES ACT OF 1933.

                                
                            CSP INC.
     (Exact Name of Registrant as Specified in Its Charter)

                         MASSACHUSETTS
 (State or Other Jurisdiction of Incorporation or Organization)

                           04-2441294
              (I.R.S. Employer Identification No.)
           40 Linnell Circle, Billerica, Massachusetts      01821
       (Address of Principal Executive Offices)     (Zip Code)

                CSP INC. 1997 STOCK OPTION PLAN
           CSP INC. 1997 EMPLOYEE STOCK PURCHASE PLAN
                   (Full Title of the Plans)

                     Alexander R. Lupinetti
                            CSP Inc.
                        40 Linnell Circle
                Billerica, Massachusetts  01821
            (Name and Address of Agent for Service)
                         (978) 663-7598
 (Telephone Number, Including Area Code, of Agent For Service)
 .

                           Copies to:
                    Dean F. Hanley, Esquire
                    Foley, Hoag & Eliot llp
                     One Post Office Square
                  Boston, Massachusetts 02109
                                 (617) 832-1000.


                   CALCULATION OF REGISTRATION FEE.
                                                        
                                Proposed     Proposed   
                     Amount     Maximum      Maximum    
    Title of         to be      Offering P  Aggregate   Amount of
Securities to be RegRegistered  rice        Offering Pr Registratio
istered                         Per Share(  ice(1)      n Fee
                               1)
                                                        
Common Stock, $.01    440,000   $7.75       $3,090,012. $911.64
par value           shares                 50          (2)

(1) Estimated
     solely for the
     purpose of
     determining
     the
     registration
     fee.
(2) In accordance with
     Rules 457(c) and
     (h) under the
     Securities Act of
     1933, (a) for up to
     275,000 shares
     issuable under the
     Employee Stock
     Purchase Plan the
     calculation is
     based on 85% of the
     closing price
     reported in the
     consolidated
     reporting system of
     the Nasdaq National
     Market on September
     25, 1998 (the
     "Closing Price"),
     and (b) for up to
     165,000 shares
     issuable under the
     Stock Option Plan
     the calculation is
     based on 100% of
     the Closing Price.
                                
                             PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

   CSP  Inc. (the "Company") hereby incorporates by reference the
following  documents  previously filed with  the  Securities  and
Exchange Commission (the "Commission") pursuant to the Securities
Exchange Act of 1934 (the "Exchange Act"):

   (1)the  Company's  Annual  Report on  Form  10-K  for  the
      fiscal year ended August 29, 1997;

   (2)the   Company's   definitive  Proxy   Statement   dated
      November  28, 1997 used in connection with its  Special
      Meeting in lieu of Annual Meeting of Stockholders  held
      on January 8, 1998;

   (3)the  Company's Quarterly Reports on Form 10-Q  for  the
      fiscal  quarters ended November 28, 1997, February  27,
      1998 and May 29, 1998;

   (4)    the  description  of  the  Company's  Common  Stock
      contained  in the Registration Statement  on  Form  8-A
      filed  by the Company with the Commission under Section
      12  of  the  Exchange Act, including any  amendment  or
      description  filed  for the purpose  of  updating  such
      description; and

   (5)all   documents  subsequently  filed  by  the   Company
      pursuant to Sections 13(a), 13(c), 14 and 15(d) of  the
      Exchange  Act,  prior to the filing of a post-effective
      amendment  which indicates that all securities  offered
      have  been  sold  or which deregisters  all  securities
      then   remaining  unsold,  shall  be   deemed   to   be
      incorporated   by   reference  in   this   Registration
      Statement  and  to  be part hereof  from  the  date  of
      filing of such documents.

   Any  statement contained herein or in a document  incorporated
or  deemed to be incorporated by reference herein shall be deemed
to  be  modified and superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in a
document  incorporated or deemed to be incorporated by  reference
herein  modifies or supersedes such statement.  Any statement  so
modified or superseded shall not be deemed, except as so modified
or   superseded,  to  constitute  a  part  of  this  Registration
Statement.

Item 4.   Description of Securities.

   Not applicable.

Item 5.   Interests of Named Experts and Counsel.

   Not applicable.

Item 6.   Indemnification of Directors and Officers.

   Article  6  of  the  Company's Articles  of  Organization,  as
amended,  provides  that  a  director  shall  not  have  personal
liability to the Company or its stockholders for monetary damages
for  any  breach of fiduciary duty by such director as a director
of the Company, except (to the extent provided by applicable law)
(i)  for  breach of the director's duty of loyalty to the Company
or its stockholders, (ii) for acts of omissions not in good faith
or  that involve intentional misconduct or a knowing violation of
law,  (iii) under Section 61 or 62 of the Massachusetts  Business
Corporation   Law   dealing  with  liability   for   unauthorized
distributions  and  loans  to  insiders,  respectively,  (or  any
amendatory  or  successor  provision  there)  or  (iv)  for   any
transaction from which the director derived an improper  personal
benefit.

   The  Company's By-Laws, as amended, further provide  that  the
Company shall, to the extent legally permissible, indemnify  each
of its directors or officers, including any person serving at the
Company's  request as a director, officer or trustee  of  another
organization  in  which  the  Company  has  any  interest  as   a
shareholder,  creditor or otherwise (and including such  person's
respective  heirs,  executors  and  administrators)  against  all
liabilities  and expenses, including amounts paid in satisfaction
of  judgments,  in  compromise or as  fines  and  penalties,  and
counsel  fees,  reasonably incurred by such person in  connection
with  the  defense or disposition of any action,  suit  or  other
proceeding, whether civil or criminal, in which such  person  may
be involved or with which such person may be threatened, while in
office  or thereafter, by reason of being or having been  such  a
director  or  officer, except with respect to any  matter  as  to
which  such  person shall have been adjudicated in any proceeding
not  to  have  acted in good faith in the reasonable belief  that
such   action   was  in  the  Company's   best   interests.    No
indemnification  for  said payment or  for  any  other  expenses,
however, as to any matter disposed of by a compromise payment  by
such  person, pursuant to a consent decree or otherwise, will  be
provided  unless such compromise is approved as in the  Company's
best    interests,   after   notice   that   it   involved   such
indemnification.

   Section  67 of Chapter 156B of the Massachusetts General  Laws
authorizes  a  corporation to indemnify its directors,  officers,
employees  and  other agents unless such person shall  have  been
adjudicated in any proceeding not to have acted in good faith  in
the  reasonable belief that such action was in the best interests
of  the  corporation  or, to the extent such  matter  related  to
service  with respect to an employee benefit plan,  in  the  best
interests  of the participants or beneficiaries of such  employee
benefit plan.

   The   effect   of  these  provisions  would   be   to   permit
indemnification  by  the  Company for, among  other  liabilities,
liabilities arising out of the Securities Act of 1933, as amended
(the "Securities Act").

   Section  67 of Chapter 156B of the Massachusetts General  Laws
also  affords  a  Massachusetts corporation the power  to  obtain
insurance  on  behalf  of  its  directors  and  officers  against
liabilities incurred by them in those capacities.

Item 7.   Exemption from Registration Claimed.

   Not applicable.

Item 8.   Exhibits.

                   
Exhibi     Descri  
t No.     ption
           
 4.1       Specim
         en
         certif
         icate
         for
         the
         Common
         Stock*
           
 5.1       Opinio
         n of
         Foley,
         Hoag &
         Eliot
         llp
           
 10.1      CSP
         Inc.
         1997
         Employ
         ee
         Stock
         Purcha
         se
         Plan**
           
 10.2      CSP
         Inc.
         1997
         Stock
         Option
         Plan**
           
 23.1      Consen
         t of
         KPMG
         Peat
         Marwic
         k LLP
           
 23.2      Consen
         t of
         Foley,
         Hoag &
         Eliot
         llp
         (inclu
         ded in
         Exhibi
         t 5.1)
           
 24.1      Power
         of
         Attorn
         ey
         (conta
         ined
         on the
         signat
         ure
         page)
_______________
*  Filed  as  an exhibit to the Company's Registration  Statement
   on  Form  S-1  (file  number 2-74626 ),  as  filed  with   the
   Commission  on  October  30, 1981 and incorporated  herein  by
   reference.
** Filed   as  an  exhibit  to  the  Company's  definitive  Proxy
   Statement dated November 28, 1997 used in connection with  its
   Special  Meeting  in  lieu of Annual Meeting  of  Stockholders
   held on January 8, 1998.

Item 9.   Undertakings.

   1. The undersigned hereby undertakes:

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

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

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

   2.The  undersigned  hereby undertakes that,  for  purposes  of
determining  any liability under the Securities Act, each  filing
of the Company's annual report pursuant to Section 13(a) or 15(d)
of  the  Exchange Act (and, where applicable, each filing  of  an
employee  benefit plan's annual report pursuant to Section  15(d)
of  the  Exchange Act) that is incorporated by reference  in  the
Registration  Statement shall be deemed to be a new  registration
statement  relating  to the securities offered  herein,  and  the
offering  of such securities at that time shall be deemed  to  be
the initial bona fide offering thereof.

   3.Insofar  as  indemnification for liabilities  arising  under
the  Securities Act 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 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  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.

   4.The undersigned hereby undertakes to deliver or cause to  be
delivered  with  the  prospectus, to  each  person  to  whom  the
prospectus is sent or given, the latest annual report to security
holders  that is incorporated by reference in the prospectus  and
furnished pursuant to and meeting the requirements of Rule  14a-3
or  Rule  14c-3  under  the  Exchange  Act;  and,  where  interim
financial  information required to be presented by Article  3  of
Regulation S-X is not set forth in the prospectus, to deliver, or
cause  to  be delivered to each person to whom the prospectus  is
sent  or  given, the latest quarterly report that is specifically
incorporated  by  reference  in the prospectus  to  provide  such
interim financial information.
                           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 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   Town  of  Billerica,   Commonwealth   of
Massachusetts, on this ___ day of September, 1998.
                                    CSP Inc.

                                    By:       /s/  Alexander   R.
Lupinetti
                                        Chairman  of  the   Board
and
                                        Chief Executive Officer

                       POWER OF ATTORNEY

   Each  person  whose  signature appears below  constitutes  and
appoints  Alexander Lupinetti, Gary Levine and Dean  Hanley,  and
each  of  them,  as  his  true and lawful  attorneys-in-fact  and
agents, each with the power of substitution, for him and  in  his
name, place and stead, in any and all capacities, to sign any and
all  amendments  (including post-effective  amendments)  to  this
Registration  Statement, and to file the same, with all  exhibits
thereto  and  other documents in connection therewith,  with  the
Securities and Exchange Commission, granting to said attorneys-in-
fact,  and  each  of  them, full power and authority  to  do  and
perform each and every act and thing which they, or any of  them,
may  deem  necessary or advisable to be done in  connection  with
this  Registration Statement as fully to all intents and purposes
as  he  might  or  could  do  in  person,  hereby  ratifying  and
confirming all that said attorneys-in-fact and agents or  any  of
them,  or  any substitute or substitutes for any or all of  them,
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  below  by   the
following persons in the capacities and on the dates indicated.
                                                    
     Signature                     Title                Date
                                                                
  /s/ Alexander R.      President, Chief Executive     September
     Lupinetti          Officer and                     29, 1998
    Alexander R.          Director (Principal                   
     Lupinetti          Executive Officer)
                                                                
 /s/ Gary W. Levine     Vice President of  Finance     September
                        and Chief                       29, 1998
   Gary W. Levine        Financial Officer                      
                        (Principal Financial and
                        Accounting Officer)
                                                                
                        Director                       September
                                                        29, 1998
   /s/Sandford D.                                               
       Smith
 Sandford D. Smith
          
                                                                
/s/ Robert Williams     Director                       September
                                                        29, 1998
  Robert Williams                                               
                                                                
   /s/ C. Shelton       Director                       September
       James                                            29, 1998
  C. Shelton James                                              
                                                    
 /s/ J. David Lyons     Director                    September
                                                    29, 1998
   J. David Lyons                                               


                         EXHIBIT INDEX


                
Exhib    Descr  
  it     iptio
 No.     n
         
 4.1     Speci
         men
         certi
         ficat
         e for
         the
         Commo
         n
         Stock
         *
         
 5.1     Opini
         on of
         Foley
         ,
         Hoag
         &
         Eliot
         llp
         
 10.1    CSP
         Inc.
         1997
         Emplo
         yee
         Stock
         Purch
         ase
         Plan*
         *
         
 10.2    CSP
         Inc.
         1997
         Stock
         Optio
         n
         Plan*
         *
         
 23.1    Conse
         nt of
         KPMG
         Peat
         Marwi
         ck
         LLP
         
 23.2    Conse
         nt of
         Foley
         ,
         Hoag
         &
         Eliot
         llp
         (incl
         uded
         in
         Exhib
         it
         5.1)
         
 24.1    Power
         of
         Attor
         ney
         (cont
         ained
         on
         the
         signa
         ture
         page)
_______________
*  Filed  as  an exhibit to the Company's Registration  Statement
   on  Form  S-1   (file  number 2-74626 ), as  filed  with   the
   Commission  on  October  30, 1981 and incorporated  herein  by
   reference.
** Filed   as  an  exhibit  to  the  Company's  definitive  Proxy
   Statement dated November 28, 1997 used in connection with  its
   Special  Meeting  in  lieu of Annual Meeting  of  Stockholders
   held on January 8, 1998.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 19368}]
{"company-data": {"conformed-name": "CSP INC /MA/", "cik": "0000356037", "assigned-sic": "3577", "irs-number": "042441294", "state-of-incorporation": "MA", "fiscal-year-end": "0831"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-64493", "film-number": "98716988"}, "business-address": {"street1": "40 LINNELL CIRCLE", "city": "BILLERICA", "state": "MA", "zip": "01821", "phone": "5086637598"}, "mail-address": {"street2": "40 LINNELL CIRCLE", "city": "BILLERICA", "state": "MA", "zip": "01821"}}
II-1

As filed with the Securities and Exchange Commission on September
26, 1998
                                  Registration No. 333-

               SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C.  20549.
    
                                
                            FORM S-8
                     REGISTRATION STATEMENT
                              UNDER
                   THE SECURITIES ACT OF 1933.

                                
                            CSP INC.
     (Exact Name of Registrant as Specified in Its Charter)

                         MASSACHUSETTS
 (State or Other Jurisdiction of Incorporation or Organization)

                           04-2441294
              (I.R.S. Employer Identification No.)
           40 Linnell Circle, Billerica, Massachusetts      01821
       (Address of Principal Executive Offices)     (Zip Code)

                CSP INC. 1997 STOCK OPTION PLAN
           CSP INC. 1997 EMPLOYEE STOCK PURCHASE PLAN
                   (Full Title of the Plans)

                     Alexander R. Lupinetti
                            CSP Inc.
                        40 Linnell Circle
                Billerica, Massachusetts  01821
            (Name and Address of Agent for Service)
                         (978) 663-7598
 (Telephone Number, Including Area Code, of Agent For Service)
 .

                           Copies to:
                    Dean F. Hanley, Esquire
                    Foley, Hoag & Eliot llp
                     One Post Office Square
                  Boston, Massachusetts 02109
                                 (617) 832-1000.

                   CALCULATION OF REGISTRATION FEE.
                                                        
                                Proposed     Proposed   
                     Amount     Maximum      Maximum    
    Title of         to be      Offering P  Aggregate   Amount of
Securities to be RegRegistered  rice        Offering Pr Registratio
istered                         Per Share(  ice(1)      n Fee
                               1)
                                                        
Common Stock, $.01    440,000   $7.75       $3,090,012. $911.64
par value           shares                 50          (2)

(1) Estimated
     solely for the
     purpose of
     determining
     the
     registration
     fee.
(2) In accordance with
     Rules 457(c) and
     (h) under the
     Securities Act of
     1933, (a) for up to
     275,000 shares
     issuable under the
     Employee Stock
     Purchase Plan the
     calculation is
     based on 85% of the
     closing price
     reported in the
     consolidated
     reporting system of
     the Nasdaq National
     Market on September
     25, 1998 (the
     "Closing Price"),
     and (b) for up to
     165,000 shares
     issuable under the
     Stock Option Plan
     the calculation is
     based on 100% of
     the Closing Price.
                                
                             PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

   CSP  Inc. (the "Company") hereby incorporates by reference the
following  documents  previously filed with  the  Securities  and
Exchange Commission (the "Commission") pursuant to the Securities
Exchange Act of 1934 (the "Exchange Act"):

   (1)the  Company's  Annual  Report on  Form  10-K  for  the
      fiscal year ended August 29, 1997;

   (2)the   Company's   definitive  Proxy   Statement   dated
      November  28, 1997 used in connection with its  Special
      Meeting in lieu of Annual Meeting of Stockholders  held
      on January 8, 1998;

   (3)the  Company's Quarterly Reports on Form 10-Q  for  the
      fiscal  quarters ended November 28, 1997, February  27,
      1998 and May 29, 1998;

   (4)    the  description  of  the  Company's  Common  Stock
      contained  in the Registration Statement  on  Form  8-A
      filed  by the Company with the Commission under Section
      12  of  the  Exchange Act, including any  amendment  or
      description  filed  for the purpose  of  updating  such
      description; and

   (5)all   documents  subsequently  filed  by  the   Company
      pursuant to Sections 13(a), 13(c), 14 and 15(d) of  the
      Exchange  Act,  prior to the filing of a post-effective
      amendment  which indicates that all securities  offered
      have  been  sold  or which deregisters  all  securities
      then   remaining  unsold,  shall  be   deemed   to   be
      incorporated   by   reference  in   this   Registration
      Statement  and  to  be part hereof  from  the  date  of
      filing of such documents.

   Any  statement contained herein or in a document  incorporated
or  deemed to be incorporated by reference herein shall be deemed
to  be  modified and superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in a
document  incorporated or deemed to be incorporated by  reference
herein  modifies or supersedes such statement.  Any statement  so
modified or superseded shall not be deemed, except as so modified
or   superseded,  to  constitute  a  part  of  this  Registration
Statement.

Item 4.   Description of Securities.

   Not applicable.

Item 5.   Interests of Named Experts and Counsel.

   Not applicable.

Item 6.   Indemnification of Directors and Officers.

   Article  6  of  the  Company's Articles  of  Organization,  as
amended,  provides  that  a  director  shall  not  have  personal
liability to the Company or its stockholders for monetary damages
for  any  breach of fiduciary duty by such director as a director
of the Company, except (to the extent provided by applicable law)
(i)  for  breach of the director's duty of loyalty to the Company
or its stockholders, (ii) for acts of omissions not in good faith
or  that involve intentional misconduct or a knowing violation of
law,  (iii) under Section 61 or 62 of the Massachusetts  Business
Corporation   Law   dealing  with  liability   for   unauthorized
distributions  and  loans  to  insiders,  respectively,  (or  any
amendatory  or  successor  provision  there)  or  (iv)  for   any
transaction from which the director derived an improper  personal
benefit.

   The  Company's By-Laws, as amended, further provide  that  the
Company shall, to the extent legally permissible, indemnify  each
of its directors or officers, including any person serving at the
Company's  request as a director, officer or trustee  of  another
organization  in  which  the  Company  has  any  interest  as   a
shareholder,  creditor or otherwise (and including such  person's
respective  heirs,  executors  and  administrators)  against  all
liabilities  and expenses, including amounts paid in satisfaction
of  judgments,  in  compromise or as  fines  and  penalties,  and
counsel  fees,  reasonably incurred by such person in  connection
with  the  defense or disposition of any action,  suit  or  other
proceeding, whether civil or criminal, in which such  person  may
be involved or with which such person may be threatened, while in
office  or thereafter, by reason of being or having been  such  a
director  or  officer, except with respect to any  matter  as  to
which  such  person shall have been adjudicated in any proceeding
not  to  have  acted in good faith in the reasonable belief  that
such   action   was  in  the  Company's   best   interests.    No
indemnification  for  said payment or  for  any  other  expenses,
however, as to any matter disposed of by a compromise payment  by
such  person, pursuant to a consent decree or otherwise, will  be
provided  unless such compromise is approved as in the  Company's
best    interests,   after   notice   that   it   involved   such
indemnification.

   Section  67 of Chapter 156B of the Massachusetts General  Laws
authorizes  a  corporation to indemnify its directors,  officers,
employees  and  other agents unless such person shall  have  been
adjudicated in any proceeding not to have acted in good faith  in
the  reasonable belief that such action was in the best interests
of  the  corporation  or, to the extent such  matter  related  to
service  with respect to an employee benefit plan,  in  the  best
interests  of the participants or beneficiaries of such  employee
benefit plan.

   The   effect   of  these  provisions  would   be   to   permit
indemnification  by  the  Company for, among  other  liabilities,
liabilities arising out of the Securities Act of 1933, as amended
(the "Securities Act").

   Section  67 of Chapter 156B of the Massachusetts General  Laws
also  affords  a  Massachusetts corporation the power  to  obtain
insurance  on  behalf  of  its  directors  and  officers  against
liabilities incurred by them in those capacities.

Item 7.   Exemption from Registration Claimed.

   Not applicable.

Item 8.   Exhibits.

                   
Exhibi     Descri  
t No.     ption
           
 4.1       Specim
         en
         certif
         icate
         for
         the
         Common
         Stock*
           
 5.1       Opinio
         n of
         Foley,
         Hoag &
         Eliot
         llp
           
 10.1      CSP
         Inc.
         1997
         Employ
         ee
         Stock
         Purcha
         se
         Plan**
           
 10.2      CSP
         Inc.
         1997
         Stock
         Option
         Plan**
           
 23.1      Consen
         t of
         KPMG
         Peat
         Marwic
         k LLP
           
 23.2      Consen
         t of
         Foley,
         Hoag &
         Eliot
         llp
         (inclu
         ded in
         Exhibi
         t 5.1)
           
 24.1      Power
         of
         Attorn
         ey
         (conta
         ined
         on the
         signat
         ure
         page)
_______________
*  Filed  as  an exhibit to the Company's Registration  Statement
   on  Form  S-1  (file  number 2-74626 ),  as  filed  with   the
   Commission  on  October  30, 1981 and incorporated  herein  by
   reference.
** Filed   as  an  exhibit  to  the  Company's  definitive  Proxy
   Statement dated November 28, 1997 used in connection with  its
   Special  Meeting  in  lieu of Annual Meeting  of  Stockholders
   held on January 8, 1998.

Item 9.   Undertakings.

   1. The undersigned hereby undertakes:

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

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

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

   2.The  undersigned  hereby undertakes that,  for  purposes  of
determining  any liability under the Securities Act, each  filing
of the Company's annual report pursuant to Section 13(a) or 15(d)
of  the  Exchange Act (and, where applicable, each filing  of  an
employee  benefit plan's annual report pursuant to Section  15(d)
of  the  Exchange Act) that is incorporated by reference  in  the
Registration  Statement shall be deemed to be a new  registration
statement  relating  to the securities offered  herein,  and  the
offering  of such securities at that time shall be deemed  to  be
the initial bona fide offering thereof.

   3.Insofar  as  indemnification for liabilities  arising  under
the  Securities Act 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 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  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.

   4.The undersigned hereby undertakes to deliver or cause to  be
delivered  with  the  prospectus, to  each  person  to  whom  the
prospectus is sent or given, the latest annual report to security
holders  that is incorporated by reference in the prospectus  and
furnished pursuant to and meeting the requirements of Rule  14a-3
or  Rule  14c-3  under  the  Exchange  Act;  and,  where  interim
financial  information required to be presented by Article  3  of
Regulation S-X is not set forth in the prospectus, to deliver, or
cause  to  be delivered to each person to whom the prospectus  is
sent  or  given, the latest quarterly report that is specifically
incorporated  by  reference  in the prospectus  to  provide  such
interim financial information.
                           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 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   Town  of  Billerica,   Commonwealth   of
Massachusetts, on this ___ day of September, 1998.
                                    CSP Inc.

                                    By:       /s/  Alexander   R.
Lupinetti
                                        Chairman  of  the   Board
and
                                        Chief Executive Officer

                       POWER OF ATTORNEY

   Each  person  whose  signature appears below  constitutes  and
appoints  Alexander Lupinetti, Gary Levine and Dean  Hanley,  and
each  of  them,  as  his  true and lawful  attorneys-in-fact  and
agents, each with the power of substitution, for him and  in  his
name, place and stead, in any and all capacities, to sign any and
all  amendments  (including post-effective  amendments)  to  this
Registration  Statement, and to file the same, with all  exhibits
thereto  and  other documents in connection therewith,  with  the
Securities and Exchange Commission, granting to said attorneys-in-
fact,  and  each  of  them, full power and authority  to  do  and
perform each and every act and thing which they, or any of  them,
may  deem  necessary or advisable to be done in  connection  with
this  Registration Statement as fully to all intents and purposes
as  he  might  or  could  do  in  person,  hereby  ratifying  and
confirming all that said attorneys-in-fact and agents or  any  of
them,  or  any substitute or substitutes for any or all of  them,
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  below  by   the
following persons in the capacities and on the dates indicated.
                                                    
     Signature                     Title                Date
                                                                
  /s/ Alexander R.      President, Chief Executive     September
     Lupinetti          Officer and                     29, 1998
    Alexander R.          Director (Principal                   
     Lupinetti          Executive Officer)
                                                                
 /s/ Gary W. Levine     Vice President of  Finance     September
                        and Chief                       29, 1998
   Gary W. Levine        Financial Officer                      
                        (Principal Financial and
                        Accounting Officer)
                                                                
                        Director                       September
                                                        29, 1998
   /s/Sandford D.                                               
       Smith
 Sandford D. Smith
          
                                                                
/s/ Robert Williams     Director                       September
                                                        29, 1998
  Robert Williams                                               
                                                                
   /s/ C. Shelton       Director                       September
       James                                            29, 1998
  C. Shelton James                                              
                                                    
 /s/ J. David Lyons     Director                    September
                                                    29, 1998
   J. David Lyons                                               

                         EXHIBIT INDEX

                
Exhib    Descr  
  it     iptio
 No.     n
         
 4.1     Speci
         men
         certi
         ficat
         e for
         the
         Commo
         n
         Stock
         *
         
 5.1     Opini
         on of
         Foley
         ,
         Hoag
         &
         Eliot
         llp
         
 10.1    CSP
         Inc.
         1997
         Emplo
         yee
         Stock
         Purch
         ase
         Plan*
         *
         
 10.2    CSP
         Inc.
         1997
         Stock
         Optio
         n
         Plan*
         *
         
 23.1    Conse
         nt of
         KPMG
         Peat
         Marwi
         ck
         LLP
         
 23.2    Conse
         nt of
         Foley
         ,
         Hoag
         &
         Eliot
         llp
         (incl
         uded
         in
         Exhib
         it
         5.1)
         
 24.1    Power
         of
         Attor
         ney
         (cont
         ained
         on
         the
         signa
         ture
         page)
_______________
*  Filed  as  an exhibit to the Company's Registration  Statement
   on  Form  S-1   (file  number 2-74626 ), as  filed  with   the
   Commission  on  October  30, 1981 and incorporated  herein  by
   reference.
** Filed   as  an  exhibit  to  the  Company's  definitive  Proxy
   Statement dated November 28, 1997 used in connection with  its
   Special  Meeting  in  lieu of Annual Meeting  of  Stockholders
   held on January 8, 1998.