CONFORMED WITH EXHIBITS
                                        Registration No. 2-96976D

               SECURITIES AND EXCHANGE COMMISSION
                      WASHINGTON, DC 20549
         _____________________________________________

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

STATE OF INCORPORATION:            EMPLOYER ID NUMBER:
COLORADO                               84-1155041

       NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER:
                 DCI TELECOMMUNICATIONS, INC.

                ADDRESS OF PRINCIPAL OFFICES:
              611 ACCESS ROAD, STRATFORD, CT 06615

       NAME AND ADDRESS OF REGISTERED AGENT FOR SERVICE:
   JOSEPH J. MURPHY, PRESIDENT, DCI TELECOMMUNICATIONS, INC.
             611 ACCESS ROAD, STRATFORD, CT 06497

              TELEPHONE NUMBER: (203) 380-0910

IF  ANY OF THE SECURITIES BEING REGISTERED ON THIS FORM ARE TO BE
OFFERED  ON  A DELAYED OR CONTINUOUS BASIS PURSUANT TO  RULE  415
UNDER  THE SECURITIES ACT OF 1933, OTHER THAN SECURITIES  OFFERED
ONLY  IN CONNECTION WITH DIVIDEND OR INTEREST REINVESTMENT PLANS,
CHECK THE FOLLOWING BOX   [     ]

Title of Each Class   Amount     Proposed  Proposed  Amount of
of Securities to be   to be      Offering  Aggregate Registration
Registered            Registered Price/    Offering  Fee
                                 Share     Price

Common                 247,000                        $100.00

<PAGE>

     Information Required in the Registration Statement

Item 3 - Incorporation of Documents by Reference

The  following documents are incorporated by reference into  this
Registration Statement, and made a part hereof:

     (a)   All other reports filed pursuant to Section 13(a)  and
15(d) of the Exchange Act since the end of such fiscal year;

     (b)   The  description of Securities of the Company  offered
hereunder  contained  in  the Certificate  of  Incorporation,  as
amended and the Bylaws, as amended, and further described in  the
Form S-8, file no. 2-96976-D filed on April 9, 1985.

Item 4 - Description of Securities.

Not Applicable.

Item 5 - Interests of Named Experts and Counsel.

Not Applicable.

Item 6 - Indemnification of Directors and Officers.

     The  only  statute,  charter provision, bylaw,  contract  or
other arrangement under which any controlling person, director or
officer of the Registrant is insured or indemnified in any manner
against liability which he may incur in his capacity as such,  is
set forth in the Company's Articles of Incorporation, as amended.
Provisions  of  the  Articles  of Incorporation  and  the  Bylaws
relating to indemnification provide for mandatory indemnification
of  the  Company's  directors,  officers  and  employees  against
liabilities arising from the situations described therein to the
full  extent  permitted by common law, the  Colorado  Corporation
Code, and any other statutory provisions.

Item 7 - Exemption from Registration Claimed.

Not Applicable.

Item 8 - Exhibits.

See - Exhibits Index following the signature page hereof.

<PAGE>

Item 9 - Undertakings.

     The undersigned registrant hereby undertakes:

(1)   To  file,  during any period in which offers or  sales  are
being  made,  a  post-effective amendment  to  this  registration
statement to:

     (i)  include any prospectus required by Section 10(a) (3) of
the Securities Act of 1933;
     
     (ii)  reflect  in the prospectus any facts or events  which,
individually or together, represent a fundamental change  in  the
information in the registration statement; and

     (iii) include any additional or changed material information
with respect to the plan of distribution.

Except that, subparagraphs (i) and (ii) of this paragraph do  not
apply  provided that the information required in a post-effective
amendment  is  incorporated by reference  from  periodic  reports
filed by the Issuer under the Exchange Act.

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

(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 offering.
          
(4)  That for the purposes of determining any liability under the
Securities  Act  of 1933, each filing of the registrant's  annual
report  pursuant  to  Section  13(a)  or  Section  15(d)  of  the
Securities  Exchange  Act of 1934 (and,  where  applicable,  each
filing  of  an employee benefit plan's annual report pursuant  to
Section   145(d)  of  the  Securities  Act  of  1934)   that   is
incorporated by reference in the registration statement shall  be
deemed  to  be a new registration offering of such securities  at
the  time  shall be deemed to be the initial bona  fide  offering
thereof;

<PAGE>

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

<PAGE>

                           SIGNATURES

Pursuant  to the requirement 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 Stratford, State of Connecticut, on July 7, 1998.

Registrant:    DCI TELECOMMUNICATIONS, INC.

By: Joseph J. Murphy
    --------------------------
    Joseph J. Murphy, President

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 date indicated.

Signature              Title                 Date

Joseph J. Murphy    President/Treasurer    July 7, 1998
----------------
Joseph J. Murphy


Larry Shatsoff      Acting Secretary       July 7, 1998
--------------
Larry Shatsoff

<PAGE>

               SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C. 20549

          ___________________________________________


                          EXHIBITS TO

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

                  DCI TELECOMMUNICATIONS, INC.

               __________________________________

                            EXHIBITS
               __________________________________




                  DCI TELECOMMUNICATIONS, INC.

                     FORM S-8 EXHIBIT INDEX


DESCRIPTION                        REFERENCE

INSTRUMENTS DEFINING RIGHTS        INCORPORATED BY REFERENCE FROM
OF SECURITIES HOLDERS              ARTICLES OF INCORPORATION AND
                                   BYLAWS ON FILE WITH COMMISSION


OPINION RE: LEGALITY AND CONSENT   ATTACHED
               

LETTER OF UNAUDITED INTERIM        INCORPORATED BY REFERENCE FROM
FINANCIAL INFORMATION              FORMS 10-Q

<PAGE>

                       MARK C. FOSTER, ESQ.
               3303 East First Avenue, Suite 820
                     Denver, Colorado 80206
                   Telephone: (303) 321-7997
                    Telefax: (303) 321-8106


                           July 7,1998


DCI Telecommunications, Inc.
611 Access Road
Stratford, CT 06497

Attn: Joseph J. Murphy

Re: SEC Registration on Form S-8

Dear Mr. Murphy:

     I  am  counsel for DCI Telecommunications,Inc.,  a  Colorado
corporation  (the  "Company")  in connection  with  its  proposed
public offering under the Securities Act of 1933, as amended (the
"Act") under Form S-8, of 247,000 shares of its $.0001 par  value
common  stock  which  are to be issued under the  Company's  1995
shareholder  approved  Stock Option Plan  to  Richard Sheppard,
Joseph J. Murphy, Laurence Affelt and John J. Adams for services as
employees. Such offering shall be made by filing of a Registration
Statement under  Form S-8 as to which this opinion is a part, to  be
filed with the Securities and Exchange Commission (the "Commission").

     In  connection with the rendering this opinion as set  forth
below,  I  have  reviewed and examined the  originals  or  copies
identified as follows:

     (1)   Articles of Incorporation of the Company, as  restated
and amended, as filed with the Secretary of State of Colorado  on
February 4, 1985.

     (2)    Statements  for  services  from  the   above   stated
employees.
     
     (3)   The Form S-8 dated July 7, 1998 as filed with the
Commission.

<PAGE>

     I have examined such other documents and records provided to
me  by  the  Company,  instruments  and  certificates  of  public
officials, officers and representatives of the Company, and  made
such investigations as deemed necessary or appropriate under  the
circumstances.  In connection with rendering this opinion, I have
reviewed such statutes and judicial precedents as deemed relevant
and   necessary.   In  the  examination,  I  have   assumed   the
genuineness  of  all  signatures, the legal capacity  of  natural
persons,   the   authenticity  of  all  documents  submitted   as
originals,  the  conformity  with he original  documents  of  all
documents  submitted  as  copies, and  the  authenticity  of  the
originals  of  such  copies.   It is  further  assumed  that  the
recipients  of  shares of the Common Stock under  the  respective
agreements  will  have paid or earned the consideration  required
under  the terms of such agreement prior to the issuance of  such
stock.

     Based  upon the foregoing and in reliance thereon, it is  my
opinion  that, subject to the limitations set forth  herein,  the
Two hundred forty seven thousand (247,000) shares of Common Stock will,
upon issuance and delivery in accordance with the terms of the service
agreements covered by such  Registration  Statement, be duly  and
validly  authorized, legally   issued,  fully  paid  and  nonassessable
and   without restrictions  on said shares.  This opinion is expressly
limited in  scope to the shares enumerated herein and in the Registration
Statement and does not cover subsequent issuance of shares to  be
made  in  the future pursuant to the subject agreements, if  any,
pertaining  to  services to be performed  in  the  future.   Such
transactions  are  required  to  be  included  in  either  a  new
registration  statement  or  a post-effective  amendment  to  the
Registration Statement including updated opinions concerning  the
validity of issuance of such shares.

     This  opinion  is  limited  to the  laws  of  the  state  of
Colorado, in particular the Colorado Corporation Law of Colorado,
and no opinion is expressed with respect to the laws of any other
state  or jurisdiction.  I consent to the filing of this  opinion
with  the  Commission as an exhibit to the Form S-8  filed  dated
July 7, 1998.

     This  opinion  is  not  to be used,  circulated,  quoted  or
otherwise refereed to for any other purpose with my prior written
consent, This opinion is based upon my knowledge of the  law  and
facts  of the date hereof.  I assume no obligation to communicate
with  you  concerning any matter which may come to  my  attention
after the date hereof.

                                   Very truly yours,
                                   Mark C. Foster, Esq.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 12668}]
{"company-data": {"conformed-name": "DCI TELECOMMUNICATIONS INC", "cik": "0000769852", "assigned-sic": "4813", "irs-number": "841155041", "state-of-incorporation": "CO", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-58627", "film-number": "98661400"}, "business-address": {"street1": "611 ACCESS RD", "city": "STRATFORD", "state": "CT", "zip": "06497", "phone": "2033800910X105"}, "former-company": {"former-conformed-name": "FANTASTIC FOODS INTERNATIONAL INC", "date-changed": "19950206"}}
CONFORMED WITH EXHIBITS
                                        Registration No. 2-96976D

               SECURITIES AND EXCHANGE COMMISSION
                      WASHINGTON, DC 20549
         _____________________________________________

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

STATE OF INCORPORATION:            EMPLOYER ID NUMBER:
COLORADO                               84-1155041

       NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER:
                 DCI TELECOMMUNICATIONS, INC.

                ADDRESS OF PRINCIPAL OFFICES:
              611 ACCESS ROAD, STRATFORD, CT 06615

       NAME AND ADDRESS OF REGISTERED AGENT FOR SERVICE:
   JOSEPH J. MURPHY, PRESIDENT, DCI TELECOMMUNICATIONS, INC.
             611 ACCESS ROAD, STRATFORD, CT 06497

              TELEPHONE NUMBER: (203) 380-0910

IF  ANY OF THE SECURITIES BEING REGISTERED ON THIS FORM ARE TO BE
OFFERED  ON  A DELAYED OR CONTINUOUS BASIS PURSUANT TO  RULE  415
UNDER  THE SECURITIES ACT OF 1933, OTHER THAN SECURITIES  OFFERED
ONLY  IN CONNECTION WITH DIVIDEND OR INTEREST REINVESTMENT PLANS,
CHECK THE FOLLOWING BOX   [     ]

Title of Each Class   Amount     Proposed  Proposed  Amount of
of Securities to be   to be      Offering  Aggregate Registration
Registered            Registered Price/    Offering  Fee
                                 Share     Price

Common                 247,000                        $100.00
Information Required in the Registration Statement

Item 3 - Incorporation of Documents by Reference

The  following documents are incorporated by reference into  this
Registration Statement, and made a part hereof:

     (a)   All other reports filed pursuant to Section 13(a)  and
15(d) of the Exchange Act since the end of such fiscal year;

     (b)   The  description of Securities of the Company  offered
hereunder  contained  in  the Certificate  of  Incorporation,  as
amended and the Bylaws, as amended, and further described in  the
Form S-8, file no. 2-96976-D filed on April 9, 1985.

Item 4 - Description of Securities.

Not Applicable.

Item 5 - Interests of Named Experts and Counsel.

Not Applicable.

Item 6 - Indemnification of Directors and Officers.

     The  only  statute,  charter provision, bylaw,  contract  or
other arrangement under which any controlling person, director or
officer of the Registrant is insured or indemnified in any manner
against liability which he may incur in his capacity as such,  is
set forth in the Company's Articles of Incorporation, as amended.
Provisions  of  the  Articles  of Incorporation  and  the  Bylaws
relating to indemnification provide for mandatory indemnification
of  the  Company's  directors,  officers  and  employees  against
liabilities arising from the situations described therein to the
full  extent  permitted by common law, the  Colorado  Corporation
Code, and any other statutory provisions.

Item 7 - Exemption from Registration Claimed.

Not Applicable.

Item 8 - Exhibits.

See - Exhibits Index following the signature page hereof.
Item 9 - Undertakings.

     The undersigned registrant hereby undertakes:

(1)   To  file,  during any period in which offers or  sales  are
being  made,  a  post-effective amendment  to  this  registration
statement to:

     (i)  include any prospectus required by Section 10(a) (3) of
the Securities Act of 1933;
     
     (ii)  reflect  in the prospectus any facts or events  which,
individually or together, represent a fundamental change  in  the
information in the registration statement; and

     (iii) include any additional or changed material information
with respect to the plan of distribution.

Except that, subparagraphs (i) and (ii) of this paragraph do  not
apply  provided that the information required in a post-effective
amendment  is  incorporated by reference  from  periodic  reports
filed by the Issuer under the Exchange Act.

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

(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 offering.
          
(4)  That for the purposes of determining any liability under the
Securities  Act  of 1933, each filing of the registrant's  annual
report  pursuant  to  Section  13(a)  or  Section  15(d)  of  the
Securities  Exchange  Act of 1934 (and,  where  applicable,  each
filing  of  an employee benefit plan's annual report pursuant  to
Section   145(d)  of  the  Securities  Act  of  1934)   that   is
incorporated by reference in the registration statement shall  be
deemed  to  be a new registration offering of such securities  at
the  time  shall be deemed to be the initial bona  fide  offering
thereof;
(5)   Insofar  as  indemnification for  liabilities  arising
under the Securities Act of 1933, as amended, may be permitted to
directors,  officers and controlling persons  of  the  Registrant
pursuant to the foregoing provisions or otherwise, the Registrant
has  been  advised  that  in the opinion of  the  Securities  and
Exchange Commission such indemnification is against public policy
as expressed in the Act and is, therefore, unenforceable.  In the
event  that  a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or
paid  by  a  director,  officer  or  controlling  person  of  the
Registrant in the successful defense of any such action, suit  or
proceeding)  is asserted by such director, officer or controlling
person  in  connection with the securities being registered,  the
Registrant will, unless in the opinion of counsel the matter  has
been  settled  by controlling precedent, submit  to  a  court  of
appropriate    jurisdiction    the    question    whether    such
indemnification by it against public policy as expressed  in  the
Act and will be governed by the final adjudication of such issue.
SIGNATURES

Pursuant  to the requirement 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 Stratford, State of Connecticut, on July 7, 1998.

Registrant:    DCI TELECOMMUNICATIONS, INC.

By: Joseph J. Murphy
    --------------------------
    Joseph J. Murphy, President

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 date indicated.

Signature              Title                 Date

Joseph J. Murphy    President/Treasurer    July 7, 1998
----------------
Joseph J. Murphy

Larry Shatsoff      Acting Secretary       July 7, 1998
--------------
Larry Shatsoff
SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C. 20549

          ___________________________________________

                          EXHIBITS TO

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

                  DCI TELECOMMUNICATIONS, INC.

               __________________________________

                            EXHIBITS
               __________________________________

                  DCI TELECOMMUNICATIONS, INC.

                     FORM S-8 EXHIBIT INDEX

DESCRIPTION                        REFERENCE

INSTRUMENTS DEFINING RIGHTS        INCORPORATED BY REFERENCE FROM
OF SECURITIES HOLDERS              ARTICLES OF INCORPORATION AND
                                   BYLAWS ON FILE WITH COMMISSION

OPINION RE: LEGALITY AND CONSENT   ATTACHED
               

LETTER OF UNAUDITED INTERIM        INCORPORATED BY REFERENCE FROM
FINANCIAL INFORMATION              FORMS 10-Q
MARK C. FOSTER, ESQ.
               3303 East First Avenue, Suite 820
                     Denver, Colorado 80206
                   Telephone: (303) 321-7997
                    Telefax: (303) 321-8106

                           July 7,1998

DCI Telecommunications, Inc.
611 Access Road
Stratford, CT 06497

Attn: Joseph J. Murphy

Re: SEC Registration on Form S-8

Dear Mr. Murphy:

     I  am  counsel for DCI Telecommunications,Inc.,  a  Colorado
corporation  (the  "Company")  in connection  with  its  proposed
public offering under the Securities Act of 1933, as amended (the
"Act") under Form S-8, of 247,000 shares of its $.0001 par  value
common  stock  which  are to be issued under the  Company's  1995
shareholder  approved  Stock Option Plan  to  Richard Sheppard,
Joseph J. Murphy, Laurence Affelt and John J. Adams for services as
employees. Such offering shall be made by filing of a Registration
Statement under  Form S-8 as to which this opinion is a part, to  be
filed with the Securities and Exchange Commission (the "Commission").

     In  connection with the rendering this opinion as set  forth
below,  I  have  reviewed and examined the  originals  or  copies
identified as follows:

     (1)   Articles of Incorporation of the Company, as  restated
and amended, as filed with the Secretary of State of Colorado  on
February 4, 1985.

     (2)    Statements  for  services  from  the   above   stated
employees.
     
     (3)   The Form S-8 dated July 7, 1998 as filed with the
Commission.
I have examined such other documents and records provided to
me  by  the  Company,  instruments  and  certificates  of  public
officials, officers and representatives of the Company, and  made
such investigations as deemed necessary or appropriate under  the
circumstances.  In connection with rendering this opinion, I have
reviewed such statutes and judicial precedents as deemed relevant
and   necessary.   In  the  examination,  I  have   assumed   the
genuineness  of  all  signatures, the legal capacity  of  natural
persons,   the   authenticity  of  all  documents  submitted   as
originals,  the  conformity  with he original  documents  of  all
documents  submitted  as  copies, and  the  authenticity  of  the
originals  of  such  copies.   It is  further  assumed  that  the
recipients  of  shares of the Common Stock under  the  respective
agreements  will  have paid or earned the consideration  required
under  the terms of such agreement prior to the issuance of  such
stock.

     Based  upon the foregoing and in reliance thereon, it is  my
opinion  that, subject to the limitations set forth  herein,  the
Two hundred forty seven thousand (247,000) shares of Common Stock will,
upon issuance and delivery in accordance with the terms of the service
agreements covered by such  Registration  Statement, be duly  and
validly  authorized, legally   issued,  fully  paid  and  nonassessable
and   without restrictions  on said shares.  This opinion is expressly
limited in  scope to the shares enumerated herein and in the Registration
Statement and does not cover subsequent issuance of shares to  be
made  in  the future pursuant to the subject agreements, if  any,
pertaining  to  services to be performed  in  the  future.   Such
transactions  are  required  to  be  included  in  either  a  new
registration  statement  or  a post-effective  amendment  to  the
Registration Statement including updated opinions concerning  the
validity of issuance of such shares.

     This  opinion  is  limited  to the  laws  of  the  state  of
Colorado, in particular the Colorado Corporation Law of Colorado,
and no opinion is expressed with respect to the laws of any other
state  or jurisdiction.  I consent to the filing of this  opinion
with  the  Commission as an exhibit to the Form S-8  filed  dated
July 7, 1998.

     This  opinion  is  not  to be used,  circulated,  quoted  or
otherwise refereed to for any other purpose with my prior written
consent, This opinion is based upon my knowledge of the  law  and
facts  of the date hereof.  I assume no obligation to communicate
with  you  concerning any matter which may come to  my  attention
after the date hereof.

                                   Very truly yours,
                                   Mark C. Foster, Esq.