As filed with the Securities and Exchange Commission on March 28, 1996

                                                    Registration No.: 33-______

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                            TELEBYTE TECHNOLOGY, INC.
             (Exact name of registrant as specified in its charter)
     NEVADA                                        11-2510138
(State or other jurisdiction of          (I.R.S. Employer Identification No.)
incorporation or organization)
     
    270 Pulaski Road                                            11740
    Greenlawn, New York                                      (Zip Code)
(Address of Principal Executive Offices)



                            TELEBYTE TECHNOLOGY, INC.
                             1993 STOCK OPTION PLAN

                            (Full title of the plan)



                                 JOEL A. KRAMER
                              Chairman of the Board
                            Telebyte Technology, Inc.
                                270 Pulaski Road
                            Greenlawn, New York 11740
                                 (516) 423-3232

            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                    Copy to:

                            WALTER J. GUMERSELL, ESQ.
                             Rivkin, Radler & Kremer
                                    EAB Plaza
                         Uniondale, New York 11556-0111
                                 (516) 357-3000


                         (Cover continued on next page)


<PAGE>



<TABLE>
                         CALCULATION OF REGISTRATION FEE

<CAPTION>

 Title of Securities        Amount of Shares to be         Proposed Maximum           Proposed Maximum              Amount of
   to be Registered               Registered              Offering Price Per         Aggregate Offering          Registration Fee
                                                               Share(1)                   Price(1)
- -----------------------     ------------------------     ----------------------     ---------------------     ---------------------
<S>                                 <C>                         <C>                       <C>                          <C>        
Common Stock, $.01                  100,000                     $ .813                    $81,300                      $100
par value

<FN>
(1)      Estimated pursuant to Rule 457(h) solely for the purpose of calculating
         the amount of the  registration  fee based upon the  average of the bid
         and  ask  prices  of the  Common  Stock  as  reported  by the  National
         Association of Securities Dealers, Inc.
         on March 25, 1996.
</FN>
</TABLE>



<PAGE>


                                     PART I

                       INFORMATION REQUIRED IN PROSPECTUS

                  Pursuant  to  Rule  428(b)(1)  of the  Securities  Act of 1933
("Securities Act"), the documents containing the information with respect to the
Company's 1993 Stock Option Plan, as amended (the "Plan"), required by Item 1 of
Part I of this Registration  Statement,  will be distributed to holders of stock
options  granted  under  the Plan.  Such  documents  need not be filed  with the
Securities and Exchange  Commission  (the  "Commission")  either as part of this
Registration  Statement or as prospectuses or prospectus supplements pursuant to
Rule 424 of the Securities Act. These  documents and the documents  incorporated
by reference herein in this Registration Statement pursuant to Item 3 of Part II
below,  taken together,  constitute a prospectus that meets the  requirements of
Section 10(a) of the Securities Act.

                  In connection  with the Telebyte  Technology,  Inc. 1993 Stock
Option  Plan,  as  amended  (the  "Plan"),  a  reoffer  prospectus  prepared  in
accordance  with the  requirements of Part I of Form S-3 is being filed with the
Commission as part of this Registration Statement. The reoffer prospectus may be
utilized  for   reofferings  of  common  stock   acquired  by  certain   selling
stockholders through the exercise of outstanding options granted under the Plan.



<PAGE>





PROSPECTUS
                            TELEBYTE TECHNOLOGY, INC.
                           Principal Executive Office
                                270 Pulaski Road
                            Greenlawn, New York 11740
                                 (516) 423-3232

                         100,000 Shares of Common Stock
                            $0.01 par value per share

                  The Shares of Common Stock $0.01 par value ("Common Stock") of
Telebyte  Technology,  Inc.  (the  "Company")  offered  hereby are being sold by
directors,  certain  officers or key  employees of the Company or one or more of
its subsidiaries (the "Selling  Stockholders"),  who are offering or may offer a
maximum of 100,000 shares (the "Shares") which may be acquired by them from time
to time from the Company  upon the  exercise of options to purchase  such Shares
granted to the Selling  Stockholders  by the Company  pursuant to the  Company's
1993 Stock Option Plan, as amended. See "Selling Stockholders".

  THESE SECURITIES ARE SUBJECT TO A HIGH DEGREE OF RISK.  SEE "RISK FACTORS".

                  It is  anticipated  that the Shares may be offered for sale by
one or more of the Selling  Stockholders  in their  discretion,  on a delayed or
continuous  basis from time to time in transactions in the open market at prices
prevailing at the time of sale on the Over the Counter  Bulletin  Board,  on the
National  Association of Securities  Dealers  Automated  Quotation  System or in
negotiated  transactions.  Such  transactions  may be  effected  directly by the
Selling   Stockholders,   each  acting  as   principal   for  his  own  account.
Alternatively,  such  transactions may be effected  through brokers,  dealers or
other agents  designated from time to time by the Selling  Stockholders and such
brokers,  dealers  or  other  agents  may  receive  compensation  in the form of
customary brokerage  commissions or concessions from the Selling Stockholders or
the purchasers of the Shares. The Selling Stockholders also may pledge Shares as
collateral  and  such  Shares  could be  resold  pursuant  to the  terms of such
pledges.  The Selling  Stockholders,  brokers who execute orders on their behalf
and other persons who  participate in the offering of the Shares on their behalf
may be deemed to be  "underwriters"  within the meaning of Section  2(11) of the
Securities Act of 1933, as amended (the "Securities  Act"), and a portion of the
proceeds  of sales  and  commissions  or  concessions  therefore  may be  deemed
underwriting  compensation  for purposes of the Securities Act. The Company will
not  receive  any part of the  proceeds  from the sale of Shares by the  Selling
Stockholders.

                  The  Company  will pay all  costs  and  expenses  incurred  in
connection  with the  registration  of the  Shares  under  the  Securities  Act,
estimated to be $5,000.  The Selling  Stockholders will pay the costs associated
with any sales of Shares,  including any discounts,  commissions  and applicable
transfer taxes.

THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE SECURITIES AND
EXCHANGE  COMMISSION OR ANY STATE  SECURITIES  COMMISSION NOR HAS THE SECURITIES
AND  EXCHANGE  COMMISSION  OR ANY STATE  SECURITIES  COMMISSION  PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

                  The date of this Prospectus is March 28, 1996


<PAGE>




===============================================================================
                  No person has been  authorized to give any  information  or to
make any representations not contained in this Prospectus in connection with the
offering made by this  Prospectus,  and, if given or made,  such  information or
representations must not be relied upon as having been authorized by the Company
or the Selling  Stockholders.  This  Prospectus  does not constitute an offer to
sell  or a  solicitation  of an  offer  to buy  the  securities  to  which  this
Prospectus  relates in any  jurisdiction to any person to whom it is unlawful to
make such an offer or solicitation in such jurisdiction. Neither the delivery of
this Prospectus nor any sale made hereunder shall under any circumstances create
any  implication  that there has been no change in the  affairs  of the  Company
since the date  hereof or since  the date as of which  information  is set forth
herein.
================================================================================
                              AVAILABLE INFORMATION

                  The  Company  has  filed  with  the  Securities  and  Exchange
Commission (the  "Commission"),  Washington,  D.C., a Registration  Statement on
Form S-8 under the  Securities  Act  relating to the shares of its Common  Stock
offered  hereby.  This Prospectus does not contain all the information set forth
in the  Registration  Statement.  The  Company is  subject to the  informational
requirements  of the Securities  Exchange Act of 1934, as amended (the "Exchange
Act"), and in accordance therewith files reports, proxy statements,  information
statements and other information with the Commission.  For further  information,
reference is made to the Registration Statement, including the exhibits filed as
a part thereof, and to such reports,  proxy statements,  information  statements
and other  information,  which may be obtained from the Commission at prescribed
rates or may be  inspected  without  charge and  copied at the public  reference
facilities of the Commission at 450 Fifth Street, N.W., Washington,  D.C. 20549;
at the Midwest Regional Office,  500 West Madison Street,  Suite 1400,  Chicago,
Illinois  60661;  and at the Northeast  Regional  Office,  7 World Trade Center,
Suite 1300,  New York,  New York 10048.  Copies of such material can be obtained
from the Public Reference Section of the Commission,  Washington, D.C. 20549, at
prescribed rates.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

                  The following  documents are  incorporated  by reference  into
this  Prospectus:  the Company's annual report on Form 10-KSB for the year ended
December 31, 1995.

                  All annual reports on Form 10-KSB,  quarterly  reports on Form
10-QSB,  current reports on Form 8-K, definitive information or proxy statements
and other reports filed with the Commission  pursuant to Sections 13(a),  13(c),
14 or 15(d) of the Exchange Act  subsequent to the date of this  Prospectus  and
prior to the filing of a  post-effective  amendment which indicates that all the
securities  offered by this Prospectus  have been sold or which  deregisters all
the securities  remaining unsold shall be deemed to be incorporated by reference
into  this  Prospectus  to be  part  hereof  from  the  date of  filing  of such
documents.  These  documents are or will be available for inspection and copying
at the  locations  identified  above.  Any  statement  contained  in a  document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded  for purposes of this  Prospectus to the extent that a
statement  contained  herein or in any other  subsequently  filed document which
also is or is deemed to be incorporated by reference herein modifies or replaces
such  statement.  Any such  statement  so  modified or  superseded  shall not be
deemed,  except as so  modified  or  superseded,  to  constitute  a part of this
Prospectus.

                  The  Company  undertakes  to  provide  without  charge to each
person, including any beneficial owner, to whom a Prospectus is delivered,  upon
written or oral request of such person,  a copy of any and all information  that
has been incorporated by reference in this Prospectus (not including exhibits to
the  information  that is  incorporated  by reference  unless such  exhibits are
specifically incorporated by reference into the information that this Prospectus
incorporates).  Such  request  should be  directed  to the  Secretary,  Telebyte
Technology,  Inc., 270 Pulaski Road, Greenlawn, New York 11740, telephone number
(516) 423-3232.

                                  RISK FACTORS

                  An investment in the securities  offered hereby is speculative
in nature and involves a high degree of risk. Each prospective  purchaser should
carefully  consider the following  risks,  among other things,  before making an
investment.

        1. Effect on State of Economy.  The market for the  Company's   products
may be  adversely  affected  by a  recession  or  other  economic  downturn.  In
addition,  customers  currently  using the  Company's  products  could decide to
reduce their  commitment for future use of such products as the economy  worsens
or the market for their products and services is reduced.

        2. Technological  Change.  The industry in which the Company is  engaged
is subject to rapid and  significant  technological  change.  There are numerous
competitors  of the  Company in the United  States and  abroad.  There can be no
assurance  that  the  Company's  competitors  will  not  succeed  in  developing
technologies  and products that are more  effective  than any which have been or
are  being  developed  by the  Company  or  which  would  render  the  Company's
technology and products obsolete or non-competitive.

        3. Government  Regulation. The Company does not believe that its present
and  currently  proposed  activities  are  generally  subject  to  any  material
government regulation in the United States or other countries. In the event that
any product is subject to such  governmental  regulation,  the  Company  will be
required  to obtain  necessary  approvals  which  could  delay  or,  in  certain
circumstances,  even prevent the introduction to the marketplace of such product
and result in  significant  additional  expense.  The Company cannot predict the
extent  to  which  it  may be  affected  by  legislative  and  other  regulatory
developments.

        4. Retention of Key Personnel.There can be no assurance that the Company
will be able to retain the  services  of its key  personnel  and the loss of the
services  of its key  personnel  could  have a  material  adverse  effect on the
Company's business, prospects, or both.

        5. Competition. Other  companies market products  that  are  competitive
with the Company's products.  Some of the competitors have significantly greater
financial, technical and other resources than the Company.

        6. Potential  Liability; Insurance  Coverage. The Company may be exposed
to claims for liability arising out of injuries, property damage or other losses
suffered in connection with the sale of its products.  The Company currently has
liability insurance for such losses.  There can be no assurance that the Company
will be able to maintain  such  coverage  or obtain  additional  coverage,  at a
reasonable  cost or  otherwise,  or that the coverage that it has or that it may
obtain  will be  sufficient  to  cover  any or all  claims.  In the  event  of a
successful suit against the Company, lack or insufficiency of insurance coverage
could have a material adverse effect on the Company.

        7. Control by Certain Shareholders.  The President, Joel  A. Kramer  and
Vice-President,  Kenneth S. Schneider, beneficially own 557,534 shares of Common
Stock,  or  approximately  37% of the  outstanding  Common Stock of the Company.
Since the holders of Common Stock do not have cumulative voting rights,  Messrs.
Kramer  and  Schneider  are  in  a  position,   individually  and  jointly,   to
substantially  influence  the  election of the  directors  of the Company and to
control the Company's affairs.

        8. Patent Protection;  Proprietary Information. The Company has patents;
however such patents are not material to the Company's business. Not all aspects
of  technology  which the  Company  currently  uses is  covered by  patents.  No
assurance  can be given  that the  Company  will  obtain  additional  patents to
protect  adequately  all of its  technology.  The extent to which the  Company's
existing  and future  patents  will be upheld and  enforced  when  necessary  is
uncertain.  If the Company's technology is not protected by patents, the Company
relies on the trade secrets, experience, and lead-time which it now possesses or
which it may develop in order to attain commercial  advantages.  There can be no
assurance  that  the  Company's  competitors  have  not  developed  or will  not
independently  develop trade secrets,  experience or lead-time which will negate
the value of the Company's potential competitive advantages.

        9. Future Sales of Common Stock. All the  Company's   shares  of  Common
Stock currently  outstanding  and owned by the President and the  Vice-President
and other affiliates of the Company are "restricted  securities" as that term is
defined in Rule 144 under the  Securities  Act, and under certain  circumstances
may be sold without registration  pursuant to that Rule. In general,  under Rule
144, a person who has  satisfied a two-year  holding  period may,  under certain
circumstances,  sell within any three month  period a number of shares of Common
Stock which does not exceed the greater of 1% of the then outstanding  shares of
Common Stock or the average weekly trading volume in such shares during the four
calendar  weeks  prior  to such  sale.  Rule  144 also  permits,  under  certain
circumstances, the sale of shares of without any quantity or other limitation by
a  person  who is not an  affiliate  of the  Company  and  who has  satisfied  a
three-year  holding period.  All of such  outstanding  shares have satisfied the
Rule 144 two-year  holding period  requirement  and accordingly are eligible for
sale at any time. Any substantial sale of restricted securities pursuant to Rule
144 may have an adverse effect on the market price of Common Stock.

       10. No  Dividends.  The  Company  has not paid any cash dividends  on its
Common Stock since its inception and does not  anticipate  paying cash dividends
on its Common Stock in the foreseeable future.
                                  
                                   THE COMPANY

                  The  Company is the  registrant  of the Common  Stock to which
this Prospectus relates.  The Company was incorporated in Nevada in 1987 and its
principal executive office is located at 270 Pulaski Road,  Greenlawn,  New York
11740. Its telephone number is (516) 423-3232.

                              SELLING STOCKHOLDERS

                  The following persons are directors, officers or key employees
of the Company or one or more of its  subsidiaries,  each of whom is eligible to
sell  pursuant to this  Prospectus  the number of Shares set forth  opposite his
name in the table below.


<TABLE>
<CAPTION>
                               NUMBER OF
     SELLING                SHARES OF CLASS         NUMBER OF         NUMBER OF
  STOCKHOLDERS                OWNED AS OF        SHARES ELIGIBLE    SHARES OWNED
                          MARCH 27, 1996 (1)     TO BE SOLD (2)   AFTER SALE (3)
                          ------------------     --------------   --------------
<S>                             <C>                  <C>              <C>
Joel A. Kramer                  262,996               10,000           252,996
Kenneth S. Schneider            294,538               10,000           284,538
Keith B. Wiley                   10,100               10,000             100

<FN>
(1)     Assumes  the  exercise  of all  options  held as of March  27,  1996 to
        purchase  Shares  granted to the Selling  Stockholders  pursuant to the
        Company's 1993 Stock Option Plan, as amended.

(2)     Assumes all Shares have been issued upon exercise of outstanding Options
        held by the Selling Stockholders.

(3)     Assumes sale of all Shares eligible to be offered hereby by the Selling 
        Stockholders.
</FN>
</TABLE>

                           DESCRIPTION OF COMMON STOCK

General

Common Stock

                  The Company presently is authorized to issue 9,000,000 shares
of Common Stock, $.01 par value,  1,501,566 of which were issued and outstanding
as of the date hereof.

                  Holders of Common Stock have rights to receive such  dividends
as may be declared by the Board of Directors and are entitled upon  liquidation,
dissolution  or  winding up of the  Company  to share  ratably in the net assets
available  for  distribution.  Holders  of Common  Stock have no  conversion  or
preemptive rights,  and the shares are not subject to redemption.  All shares of
Common Stock now outstanding are fully paid and nonassessable.

                  Holders  of  Common  Stock are  entitled  to one vote for each
share  held of  record on all  matters  to be voted by  stockholders,  including
elections  of  directors.  The  holders of Common  Stock do not have  cumulative
voting rights and, accordingly,  the holders of more than 50% of the outstanding
shares can elect all of the directors of the Company.


Transfer Agent

American Stock Transfer and Trust Co. is the transfer agent and registrar of the
Common Stock.

                              PLAN OF DISTRIBUTION

                  It is  anticipated  that the Shares may be offered for sale by
one or more of the Selling  Stockholders  in their  discretion,  on a delayed or
continuous  basis from time to time in transactions in the open market at prices
prevailing  at the time of sale on the  Over the  Counter  Bulletin  Board,  the
National  Association of Securities  Dealers  Automated  Quotation  System or in
negotiated  transactions.  Such  transactions  may be  effected  directly by the
Selling   Stockholders,   each  acting  as   principal   for  his  own  account.
Alternatively,  such  transactions may be effected  through brokers,  dealers or
other agents  designated from time to time by the Selling  Stockholders and such
brokers,  dealers  or  other  agents  may  receive  compensation  in the form of
customary brokerage  commissions or concessions from the Selling Stockholders or
the purchasers of the Shares. The Selling Stockholders also may pledge Shares as
collateral  and  such  Shares  could be  resold  pursuant  to the  terms of such
pledges.  The Selling  Stockholders,  brokers who execute orders on their behalf
and other persons who  participate in the offering of the Shares on their behalf
may be deemed to be  "underwriters"  within the meaning of Section  2(11) of the
Securities  Act and a  portion  of the  proceeds  of sales  and  commissions  or
concessions may therefore be deemed  underwriting  compensation  for purposes of
the  Securities  Act. The Company will not receive any part of the proceeds from
the sale of Shares by the Selling Stockholders.


                                  LEGAL MATTERS

                  Certain legal  matters  relating to the issuance of the Shares
of Common Stock offered  hereby have been passed upon for the Company by Rivkin,
Radler & Kremer, Uniondale, New York.

                                     EXPERTS

                  The  financial  statements  of the  Company for the year ended
December 31, 1995,  in the  Company's  Annual  Report on Form 10-KSB,  have been
audited by Grant Thornton LLP, independent certified public accountants,  as set
forth in their  report  thereon  included  therein  and  incorporated  herein by
reference.  Such financial  statements are  incorporated  herein by reference in
reliance  upon such report  given upon the  authority of such firm as experts in
accounting and auditing.


<PAGE>


                                TABLE OF CONTENTS


                                                                   Page

Available Information ...............................................3

Incorporation of Certain Documents
  by Reference.......................................................3

Risk Factors.........................................................4

The Company..........................................................6

Selling Stockholders.................................................6

Description of Common Stock..........................................7

Plan of Distribution.................................................8

Legal Matters........................................................8

Experts..............................................................8


<PAGE>



                                      II-8


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT



Item 3.  Incorporation of Documents by Reference.

                  The following documents and information  previously filed with
the Securities and Exchange Commission are incorporated herein by reference:

(a) The  Registrant's  Annual  Report on Form  10-KSB for the fiscal  year ended
December 31, 1995.

(b) The  description  of the Common Stock which is  contained in the  Prospectus
filed as part of this Registration Statement. 

(c) All other  reports  filed by the  Registrant  pursuant to Section  13(a) and
15(d) of the  Exchange Act since the end of the  Registrant's  fiscal year ended
December 31, 1995.
                  All  documents  filed by the  Registrant  pursuant to Sections
13(a),  13(c),  14 and 15(d) of the Exchange Act  subsequent to the date of this
Registration  Statement  and prior to the filing of a  post-effective  amendment
which  indicates  that all  securities  offered  hereby  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 in a document  incorporated or deemed
to be  incorporated  by  reference  herein  shall be  deemed to be  modified  or
superseded  for  purposes of this  Registration  Statement  to the extent that a
statement  contained  herein, or in any other  subsequently  filed document that
also is or is  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.

                  Inapplicable

Item 5.  Interests of Named Experts and Counsel.

                  Inapplicable

Item 6.  Indemnification of Directors and Officers.

                  Pursuant  to  subsection  (1) of Section  78.751 of the Nevada
General  Corporation Law, the corporation may indemnify any person who was or is
a party  or is  threatened  to be made a party  to any  threatened,  pending  or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, except an action by or in the right of the corporation, by reason
of the fact that one is or was a  director,  officer,  employee  or agent of the
corporation,  or is or was  serving  at the  request  of  the  corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture, trust or other enterprise, against expenses, including attorneys' fees,
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in  connection  with the action,  suit or proceeding if one acted in good
faith and in a manner in which one  reasonably  believed to be in or not opposed
to the best  interests  of the  corporation,  and with  respect to any  criminal
action or  proceeding,  had no  reasonable  cause to  believe  his  conduct  was
unlawful.  The  termination of any such action by judgment,  order,  settlement,
conviction, or upon a plea of nolo contendre or its equivalent does not, itself,
create a  presumption  that the  person  did not act in such good faith and in a
manner  which  he  reasonably  believed  to be in and not  opposed  to the  best
interests of the  corporation,  and that, with respect to any criminal action or
proceeding, he had reasonable cause to believe that his conduct was unlawful.

                  Pursuant   to   subsection   (2)  of   Section   78.751,   the
indemnification  may not be made for any claim, issue or matter as to which such
a  person  has  been  adjudged,  by a court  of  competent  jurisdiction,  after
exhaustion of all appeals,  to be liable to the  corporation or for amounts paid
in settlement to the  corporation,  unless and only to the extent that the court
determines  that the  person is fairly and  reasonably  entitled  to  indemnity.
Subsection  (3) of Section  78.751  provides that to the extent that a director,
officer,  employee or agent of the corporation has been successful on the merits
or  otherwise  in the  defense  of any  action,  he must be  indemnified  by the
corporation  against expenses actually  reasonably incurred by him in connection
with the defense.

                  Subsection   (4)  of   Section   78.751   provides   that  any
indemnification   under  the  circumstances   described  must  be  made  by  the
corporation,  only as authorized in the specific case, upon a determination that
indemnification  is  proper  under  the  circumstances.   The  determination  to
indemnify must be made: (a) by the  stockholders;  (b) by the Board of Directors
by majority vote of a quorum consisting of directors who were not parties to the
act,  suit or  proceedings;  (c) if a majority  vote of a quorum  consisting  of
directors  who are not  parties to the act,  suit or  proceeding  so orders,  by
independent legal counsel in a written opinion; or (d) if a quorum consisting of
directors  who were  not  parties  to the  act,  suit or  proceeding  cannot  be
obtained, by independent legal counsel in a written opinion.

                  Subsection (5) of Section 78.751 provides that the articles of
incorporation,  by-laws,  or agreement by the corporation,  may provide that the
expenses incurred by the officers and directors in defending a civil or criminal
action,  suit or proceeding must be paid by the corporation as they are incurred
in advance of the final  disposition  of the action,  suit or  proceeding,  upon
receipt of an  undertaking  by or on behalf of the  director or officer to repay
the amount if it is later  determined that he is not entitled to be indemnified.
Subsection (6) of Section 78.751 provides that the indemnification authorized by
this statute:  (a) does not exclude any other rights to indemnification  granted
by the articles of  incorporation,  by-laws,  agreement,  vote of  stockholders,
disinterested  directors  or  otherwise,  except  that  indemnification,  unless
authorized by a court of competent jurisdiction, may not be made to or on behalf
of any director or officer if a final adjudication  establishes that his acts or
omissions involved intentional misconduct, fraud or knowing violation of law and
was  material  to the cause of action;  and (b)  continues  for a person who has
ceased to be a director, officer, employee or agent and inures to the benefit of
the heirs, executives and administrators of such a person.

                  The Company's by-laws provide that the Company shall indemnify
its  directors,  officers,  employees or agents as provided in subsection (1) of
Section  78.751.  The  Company's  by-laws also  provide  that the Company  shall
indemnify its directors, officers, employees or agents if any of them are made a
party or threatened to be made a party to any threatened,  pending, or completed
action or suit by or in the right of the  Company to  procure a judgment  in its
favor by reason of the fact that he is or was a director,  officer,  employee or
agent of the  Company,  or is or was  serving at the request of the Company as a
director, officer, employee, or agent of another corporation, partnership, joint
venture, trust, or other enterprise, against expenses, including amounts paid in
settlement  and  attorneys'  fees  actually  and  reasonably  incurred by him in
connection  with the defense or settlement of the action or suit, if he acted in
good faith and in a manner which he reasonably  believed to be in or not opposed
to the best  interests of the Company.  Indemnification  is not permitted if the
person  has  been  adjudged  by a court of  competent  jurisdiction,  after  the
exhaustion  of all  appeals,  to be liable to the Company or for amounts paid in
settlement  to the  Company,  unless  and  only to the  extent  that a court  of
competent  jurisdiction  determines  upon  application  that  in view of all the
circumstances  of the case,  the person is fairly  and  reasonably  entitled  to
indemnity for such expenses as the court deems proper.

                  The  Registrant  believes  that  it is  the  position  of  the
Securities and Exchange Commission that, insofar as the foregoing provisions may
be invoked to disclaim  liability for damages  arising under the Securities Act,
such provisions are against public policy as expressed in the Securities Act and
are therefore unenforceable.

Item 7.  Exemption from Registration Claimed.

                  Inapplicable.

Item 8.  Exhibits.

                  Exhibit
                  Number

                  4.1      Certificate of Incorporation1
                  4.2      By-laws2
                  4.3      1993 Stock Option Plan
                  5.1      Opinion of Rivkin, Radler & Kremer
                  24.1     Consent of Grant Thornton LLP
                  24.2     Consent of Rivkin, Radler & Kremer (included in 
                           Exhibit 5.1)

Item 9.  Undertakings.

                  (a)      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:

                           (i)  To  include  any prospectus required by Section 
                     10(a)(3) of the Securities Act of 1933;

                           (ii) To reflect in the prospectus any facts or events
                  arising after the effective date of the Registration Statement
                  (or the most recent  post-effective  amendment thereof) which,
                  individually  or together,  represent a fundamental  change in
                  the information set forth in the Registration Statement;

                    (iii)  To  include  any  additional  or  changed    material
                  information on the plan of distribution;

                  provided,  however,  that paragraphs  (a)(1)(i) and (a)(1)(ii)
shall not apply if the information  required to be included in a  post-effective
amendment by those  paragraphs  is contained  in periodic  reports  filed by the
Registrant  pursuant to Section 13 or Section 15(d) of the  Securities  Exchange
Act of 1934 that are incorporated by reference in the Registration Statement.

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

                  (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.

                           (b)     The undersigned Registrant hereby  undertakes
that,  for 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 that is  incorporated  by
reference in the Registration Statement shall be deemed to be a new registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

                           (c)     Insofar as indemnification  for   liabilities
arising  under  the  Securities  Act of 1933 (the  "Act")  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
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 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.


<PAGE>


                                   SIGNATURES

                  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 County of Suffolk, State of New York, on March 28, 1996.


                            TELEBYTE TECHNOLOGY, INC.


                                                           /s/
                                            By  ------------------------------- 
                                            Joel A. Kramer, President and
                                            Chairman of the Board of Directors




                  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


     /s/
- --------------------       President and Chairman             March 28, 1996    
Joel A. Kramer             of the Board of Directors 
                           (Principal Executive Officer
                           and Financial Officer)

                                             
                                             
     /s/
- ---------------------      Director                           March 28, 1996
Kenneth S. Schneider

                                                                            

     /s/
- ---------------------
Keith B. Wiley             Director                           March 28, 1996



<PAGE>


                                INDEX TO EXHIBITS


Exhibit Number  Description of Exhibits                    Sequentially Numbered
                                                                          Pages
4.3          1993 Stock Option Plan..........................              E-1
5.1          Opinion of Rivkin, Radler & Kremer...............             E-10
24.1         Consent of Grant Thornton LLP....................             E-11
24.2         Consent of Rivkin, Radler & Kremer (included in Exhibit 5.1)


<PAGE>



                                     E-8


                                   EXHIBIT 4.3


                            TELEBYTE TECHNOLOGY, INC.

                             1993 STOCK OPTION PLAN

                  The purpose of the 1993 Stock  Option Plan (the  "Plan") is to
assist Telebyte Technology, Inc. (the "Company") to attract and retain qualified
directors  and key employees of the Company,  a  Subsidiary,  or a Parent of the
Company,  by  enabling  them to acquire  common  stock of the  Company  and thus
providing  incentive  for them to expend  maximum  effort for the success of the
Company's  business.  The Plan  provides  for the  issuance of  incentive  stock
options   ("Incentive   Stock   Options")   pursuant  to  Section  5(a)  and  of
non-qualified  options  ("Non-Qualified  Options") pursuant to Section 5(b). The
Incentive  Stock  Options  granted under Section 5(a) are intended to qualify as
incentive stock options under Section 422 of the Internal  Revenue Code of 1986,
as amended (the "Code").  Non-Qualified Options granted pursuant to Section 5(b)
are intended to be options which do not satisfy the  requirements of Section 422
of the Code.  All  references to "options" in the Plan shall  include  Incentive
Stock  Options  and  Non-Qualified  Options.  The Plan is  intended  to meet the
requirements of Rule 16(b)-3 ("Rule 16(b)-3") promulgated under Section 16(b) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act").

                  The  options  offered  pursuant  to the Plan  are a matter  of
separate inducement to directors and employees and are not in lieu of any salary
or other compensation for the services of such persons.

                  The Company by means of the Plan seeks to retain the  services
of persons now serving  the Company or any  Subsidiary  or Parent of the Company
and to secure the services of additional  persons capable of providing  services
important  to the  welfare  of the  Company or any  Subsidiary  or Parent of the
Company.

                  To assist in  meeting  the  objectives  described  above,  the
Company hereby adopts the Plan.



<PAGE>


===============================================================================
11. Amount and Source of Stock.  The aggregate  number and class of shares which
may be the subject of options granted  pursuant to the Plan is 100,000 shares of
common stock of the Company,  par value $.01 per share, subject to adjustment as
provided in Section 10 of the Plan.  Such shares may be authorized  but unissued
shares of common  stock of the Company or may be shares held in or acquired  for
the treasury of the Company. Any shares of common stock reserved for issuance or
transfer under an option which for any reason terminates, expires or is canceled
unexercised  as to such shares,  may be reserved for issuance or transfer  under
another  option  granted  under  the  Plan . The  aggregate  fair  market  value
(determined  at the  time the  option  is  granted)  of the  shares  as to which
Incentive Stock Options may be granted to any option holder  ("Optionee")  under
this Plan or any other plan of the Company or any  Subsidiaries or Parent of the
Company  which are  exercisable  for the first time by such option holder during
any calendar year shall not exceed $100,000.
================================================================================

         12.       Administration of the Plan.

    a.       The Plan  shall   be  administered  by the  Board    f Directors of
the Company,  which, to the extent it shall  determine,  may delegate its powers
with  respect to  administration  of the Plan to a committee  (the  "Committee")
consisting of not less than two members. The Board of Directors shall determine,
within the limits of the express provisions of the Plan, those directors and key
employees  including  officers who are to receive options under the Plan and the
number of shares of common stock to be subject to such options.  Options granted
under the Plan shall,  subject to the provisions of Sections 5 and 12 hereof and
the following sentence,  be in such form as determined and approved by the Board
of Directors. The Board of Directors shall interpret the Plan, prescribe,  amend
and rescind rules and regulations,  forms, notices and agreements relating to it
and make all determinations  necessary or advisable for its administration,  all
such actions as approved by the Board of Directors to be final and conclusive.

    b.       The Board of  Directors  may from time to    time  appoint  members
of the  Committee  in addition  to or in  substitution  for  members  previously
appointed and may fill any vacancies in the Committee. The Committee shall elect
one of its members as Chairman,  and may appoint a secretary,  who need not be a
member of the  Committee  or a director of the  Company,  to keep minutes of its
meetings. Meetings of the Committee shall be held at such times and places as it
shall  deem  advisable.  A  majority  of  the  members  of the  Committee  shall
constitute a quorum.  All action of the Committee  shall be by a majority of its
members.  Any action may be taken by unanimous written consent setting forth the
action taken, signed by all of the members of the Committee, and action so taken
shall  have  the same  effect  as if it had been  taken by  unanimous  vote at a
meeting duly held and called.  The Committee shall report its action at meetings
or by unanimous written consent to the Board of Directors.

    c.       At any time prior to the  appointment of the Committee and   at any
time thereafter when the Committee shall not be duly  constituted and subject to
all eligibility  limitations  which would otherwise apply to the Plan, the Board
of Directors shall exercise all the functions of the Committee under the Plan.

            13.      Effective  Date  and  Term of Plan. The Plan as  originally
adopted  shall  become  effective  when adopted by the Board of Directors of the
Company,  except that unless the Plan is authorized by the  affirmative  vote of
the  holders  of a majority  of the  outstanding  shares of common  stock of the
Company within 12 months after its adoption by the Board of Directors,  the Plan
and all options  outstanding under the Plan shall terminate at the expiration of
such 12 month period.  The  solicitation of such approval shall be in accordance
with the laws of the State of Nevada and in accordance with Section 14(a) of the
Exchange  Act.  Options  may be granted  under the Plan within 10 years from the
date of its adoption by the Board of Directors, but not thereafter.

            14.      Eligible  Participants. Only directors  and  key  employees
of the Company or a Subsidiary  or a Parent of the Company  shall be eligible to
receive  options  under the Plan.  An  employee  who is also a  director  of the
Company  or a  Subsidiary  or a  Parent  of the  Company  shall be  eligible  to
participate  under the Plan.  Except as provided in Section  5(a)(v)  below,  no
Incentive  Stock  Option  shall be  granted  to a  non-employee  director  or an
individual  who,  immediately  before the  granting of the  option,  owns (or is
deemed to own) stock possessing more than 10% of the total combined voting power
of all classes of stock of the Company or a Parent or Subsidiary of the Company.

            15.      Grant and Terms of Options.  The   Board of  Directors  may
grant options at any time or from time to time prior to the  termination  of the
Plan, and except as hereinafter  provided,  such options shall be subject to the
following terms and conditions:

a.        Incentive Stock Options.

                               i.        Purchase  Price.  The   purchase  price
provided for in each  Incentive  Stock Option  granted  pursuant to this Section
5(a) of the Plan shall be determined by the Board of Directors, provided that in
no instance  shall such price be less than the fair  market  value of the shares
subject  to such  option  on the date on which  the  Incentive  Stock  Option is
granted.
                               ii.       Duration of Option.Each Incentive Stock
Option  granted  pursuant to the Plan will terminate no later than 10 years from
the date on which it is granted, unless it is terminated earlier under Section 7
or 8.

                               iii.      Transferability of Option. No Incentive
Stock  Option  shall be  transferable  by the employee in whole or in part other
than by will or the laws of descent and distribution, and each such option shall
be exercisable, during the lifetime of the employee, only by him or her.

                               iv.       Exercise   of   Option.  Subject to the
provisions  of this Section  5(a),  the Board of Directors  shall have  absolute
discretion in determining  whether any Incentive Stock Option granted  hereunder
shall be  exercisable  in whole at one time or in part from time to time and, if
in part from time to time, the rate at which such option shall be exercisable on
a cumulative or non-cumulative  basis. Except as provided in Section 7 and 8, no
Incentive  Stock  Option may be  exercised at a time when the Optionee is not an
employee of the Company or a Subsidiary or a Parent of the Company.

                                v.        Special Ten Percent  Shareholder Rule.
Sections 4, 5(a)(i) and 5(a)(ii) notwithstanding,  an Incentive Stock Option may
be granted to an individual who  immediately  before the granting of such option
owns (or is deemed to own) stock  possessing more than 10% of the total combined
voting power of all classes of stock of the Company or a Subsidiary  or a Parent
of the Company, if at the time such option is granted,  (i) such option price is
at least 110% of the fair market value of the stock subject to such option,  and
(ii) such option by its terms may not be  exercised  after the  expiration  of 5
years from the date on which it was granted.

b.        Non-Qualified Stock Options.

                                i.        Purchase  Price.  The  purchase  price
provided for  Non-Qualified  Option granted pursuant to this Section 5(b) of the
Plan shall be determined by the Board of Directors.

                                ii.       Duration of Option. Each Non-Qualified
Option  granted  pursuant to the Plan will terminate no later than 10 years from
the date on which it is granted, unless it is terminated earlier under Section 7
or 8 hereof.

                                iii.      Transferability  of Option.  No
Non-Qualified  Option  shall be  transferable  by the  employee or a director in
whole or in part other than by will or the laws of descent or distribution,  and
each such option  shall be  exercisable,  during the lifetime of the employee or
director, only by him or her.

                                 iv.       Exercise of  Option.  Subject  to the
provisions  of this Section  5(b),  the Board of Directors  shall have  absolute
discretion in determining  whether any  Non-Qualified  Option granted  hereunder
shall be  exercisable  in whole at one time or in part from time to time and, if
in part from time to time, the rate at which such option shall be exercisable on
a cumulative or non-cumulative  basis. Except as provided in Section 7 and 8, no
Non-Qualified  Option may be  exercised  at a time when the  Optionee  is not an
employee  or a  director  of the  Company  or a  Subsidiary  or a Parent  of the
Company.

                      16.      Manner of Exercise of Options.

         a. Unless the Board of Directors shall otherwise determine,  an option,
to the extent  exercisable  under the Plan,  may be exercised by delivery to the
Secretary of the Company,  at its principal office, of a written notice,  signed
by the person  entitled to exercise the option,  specifying the number of shares
purchasable  under  the  option  which the  Optionee  then  wishes to  purchase,
together  with a certified or bank  cashier's  check payable to the order of the
Company, or cash, in the amount of the aggregate option price for such number of
shares and any withholding tax due.

                                b.        Unless the shares to be acquired  upon
exercise of an option may, at the time of such  acquisition,  be lawfully resold
in  accordance  with  a  then  currently  effective  registration  statement  or
post-effective amendment under the Securities Act of 1933, as amended, the Board
of  Directors  may  provide,  as a condition to the delivery of any shares to be
purchased  upon  exercise of the option,  that the Company  receive  appropriate
evidence that the Optionee is acquiring the shares for investment and not with a
view to the  distribution or public  offering of the shares,  or any interest in
the shares,  and a representation  to the effect that the Optionee shall make no
sale or other  disposition  of the  shares  unless  (a) the  Company  shall have
received an opinion of counsel satisfactory to it in form and substance that the
sale or  other  disposition  may be made  without  registration  under  the then
applicable provisions of the Securities Act of 1933, as amended, and the related
rules and  regulations  of the Securities  and Exchange  Commission,  or (b) the
shares  shall be included in a currently  effective  registration  statement  or
post-effective  amendment  under the Securities  Act of 1933, as amended.  In no
event shall stock be issued or  certificates  be delivered until full payment as
required  by the Plan shall have been  received  by the  Company,  nor shall the
Optionee have any right or status as a shareholder prior to such payment.  In no
event shall a fraction of a share be purchased or issued under the Plan.

                                c.        If at any time the Board of  Directors
shall   determine  in  its  discretion   that  the  listing,   registration   or
qualification  of the shares  covered by the Plan upon any  national  securities
exchange  or under any state or federal  law,  or the consent or approval of any
governmental regulatory body, is necessary or desirable as a condition of, or in
connection  with,  the sale or purchase of shares  subject to the Plan,  no such
shares  shall  be  delivered  unless  and  until  such  listing,   registration,
qualification,  consent or approval  shall have been  effected or  obtained,  or
otherwise  provided for, free of any  conditions  not acceptable to the Board of
Directors.

                  17.      Termination  of  Employment.  In the  event  that the
employment  of any  employee  or tenure as a director  of an  Optionee  shall be
involuntarily  terminated  other  than for  cause or by  reason  of the death or
permanent  disability  of the  Optionee,  the  option  may be  exercised  by the
Optionee to the extent that he or she was  entitled to do so at the  termination
of  his  or  her  employment,  at  any  time  within  three  months  after  such
termination,  but in no event may an option be exercised after the date on which
it would otherwise  terminate.  In the event that the employment of any employee
or the tenure of a director  shall be  voluntarily  terminated or terminated for
cause,  any option  held by the  employee or a director  under the Plan,  to the
extent not previously exercised, shall forthwith terminate. Normal retirement or
early  retirement with the consent of the Company or a Subsidiary or a Parent of
the Company  pursuant to any  retirement  plan shall not  constitute a voluntary
termination of employment or a termination of employment for cause, but shall be
considered  for this  purpose to be an  involuntary  termination  other than for
cause.  Nothing in the Plan or in any option granted  pursuant to the Plan shall
confer on any individual any right to continue in the employ or as a director of
the Company or a Parent or a Subsidiary of the Company,  or interfere in any way
with the right of the  Company  or a Parent or a  Subsidiary  of the  Company to
terminate his or her employment or tenure as a director.

                  18.      Death or  Disability  of an  Optionee. If an Optionee
shall die while  employed  by or  serving  as a  director  of the  Company  or a
Subsidiary  or a Parent of the Company,  the option may be exercised  (a) to the
extent that the employee or director was entitled to do so at the date of his or
her death, and (b) to the additional  extent that the employee or director would
have been entitled to do so had the option been  exercisable with respect to the
number of shares covered by the next  installment,  if any, of the option,  by a
legatee or legatees of the Optionee  under his or her last will or by his or her
personal  representatives  or distributees at any time within one year after the
date of death,  but in no event may the  option be  exercised  after the date on
which it would otherwise terminate.

                  If an  Optionee  shall  die  within  three  months  after  the
involuntary termination, other than for cause, of his or her employment by or of
his or her service as a director of the Company or a  Subsidiary  or a Parent of
the  Company,  the option may be  exercised,  to the extent that the employee or
director was entitled to do so at the date of his or her death,  by a legatee or
legatees of the  Optionee  under his or her last will or by his or her  personal
representative  or  distributees  at any time  within one year after the date of
death,  but in no event may the option be  exercised  after the date on which it
would otherwise expire.

                  If an Optionee shall become  permanently  disabled (within the
meaning of  Section  22(e)(3)  of the Code)  while  employed  by or serving as a
director of the Company or a Subsidiary  or a Parent of the Company,  the option
may be exercised by the Optionee to the extent that he or she was entitled to do
so at the  termination of his or her employment or tenure as a director,  at any
time  within one year after such  termination,  but in no event may an option be
exercised after the date on which it would otherwise expire.

                    19.     Six Month Holding Period.  The employee or  director
may not dispose of the common shares received upon exercise of the option within
six months of the acquisition of the option.
                        
                    20.      Adjustment  of Number  and Price of Shares  Subject
to Options.  If the  outstanding  shares of the common  stock of the Company are
subdivided, consolidated,  increased, decreased, changed into or exchanged for a
different  number  or  kind of  shares  or  securities  of the  Company  through
reorganization, merger, recapitalization,  reclassification,  capital adjustment
or otherwise, or if the Company shall issue common stock as a dividend or upon a
stock split,  then the number and kind of shares  available  for purposes of the
Plan and all shares subject to the unexercised portion of any options previously
granted and the exercise price of those options shall be appropriately adjusted.
However,  no such adjustment shall change the total exercise price applicable to
the unexercised portion of any outstanding option.

                  Adjustments  under this  Section 10 shall be made by the Board
of Directors,  whose determination as to what adjustments shall be made shall be
final and  binding.  In  computing  any  adjustment  under this  Section 10, any
fractional  share which might  otherwise  become  subject to an option  shall be
eliminated.

                     21.      Liquidation, Merger or Consolidation. In the event
of the dissolution or liquidation of the Company, or in the event of a merger or
consolidation  in which  (i) the  Company  is a party  and  (ii) the  agreements
governing  such  merger or  consolidation  do not  provide  for the  issuance of
substitute options or the assumption of the options issued hereunder (as issuing
and assuming are defined in Code Section 424(a)), with substantially  equivalent
terms as  determined  by the Board of Directors  in lieu of the options  granted
under the Plan or for the express assumption of such outstanding  options by the
surviving  corporation,  the Board of Directors  shall  declare that each option
granted under the Plan shall  terminate as of a date to be fixed by the Board of
Directors (the "Termination  Date"),  provided that the Board of Directors shall
cause to be mailed thirty (30) days before the  Termination  Date written notice
of the  Termination  Date to each  Optionee,  and each  Optionee  shall have the
right,  during the period  between  the  receipt of the  written  notice and the
Termination Date to exercise his option, in whole or in part, whether or not all
or any part of such option  would not  otherwise be  exercisable.  The notice of
exercise  must be received by the Company on or prior to the  Termination  Date.
Any then  outstanding  option not  exercised  in its entirety on or prior to the
Termination  Date  specified  by the Board of  Directors  and any and all rights
thereunder shall terminate as of said date.
                                 
                     22.      Amendment  or  Discontinuance  of Plan.  The Board
of Directors may alter, suspend or discontinue the Plan at any time, except that
no action of the Board may, without appropriate  shareholder action,  materially
increase the benefits  accruing to the participants  under the Plan,  materially
increase the maximum number of shares subject to the Plan (except as provided in
Section 10),  materially modify the requirements for eligibility under the Plan,
implement any change  requiring  shareholder  approval under Rule 16(b)-3 or the
Code or any other  applicable law and,  without the consent of the Optionee,  no
such action shall alter the terms of, or impair the rights of the Optionee under
any option previously  granted pursuant to the Plan.  Unless sooner  terminated,
the Plan shall  terminate as provided in Section 3. An option may not be granted
while  the  Plan  is  suspended  or  after  it is  terminated.  The  rights  and
obligations  under any  option  granted  while the Plan is in effect  may not be
altered or impaired by suspension or  termination  of the Plan,  except upon the
consent of the person to whom the option was granted.  The power of the Board of
Directors  to  construe  and  administer  any  options   granted  prior  to  the
termination  or suspension  of the Plan shall  nevertheless  continue  after and
survive such termination and continue during such suspension.
                                  
                      23.      Miscellaneous Provisions.

                               a.        Subsidiary.  As used  herein,  the term
'subsidiary' means any 'subsidiary corporation' within the meaning   of  Section
424(f) of the code.
                               b.        Parent.   As  used   herein,   the term
"parent" means any "parent  corporation" within the meaning of Section 424(e) of
the Code.

                               c.        Permanently  Disabled.  As used herein,
the term "permanently  disabled" means "permanently disabled" within the meaning
of Section 22(e)(3) of the Code.

                               d.        Governing   Law.   The  Plan shall   be
governed by the laws of the State of Nevada.


<PAGE>



                                      E-10


                                   EXHIBIT 5.1

                             RIVKIN, RADLER & KREMER
                                    EAB Plaza
                         Uniondale, New York 11566-0111



                                 March 28, 1996


Telebyte Technology, Inc.
270 Pulaski Road
Greenlawn, NY 11740

Gentlemen:

         You have  requested  our  opinion  in  connection  with a  Registration
Statement on Form S-8 to be filed by Telebyte  Technology,  Inc. (the "Company")
with the  Securities and Exchange  Commission  pursuant to the Securities Act of
1933, as amended (the "Act"),  for registration  under the Act of 100,000 common
shares (the  "Shares"),  $.01 par value,  in connection  with the Company's 1993
Stock Option Plan (the "Plan").

         As counsel for the Company,  we have examined  such records,  documents
and  questions  of law as we have deemed  appropriate  for the  purposes of this
opinion and, on the basis thereof, advise you that in our opinion that, when the
Shares have been registered  under the Act and when the Company has received the
consideration  to be received for said Shares in accordance  with the provisions
of the Plan and said Shares  have been  issued by the Company as provided  under
the Plan, the Shares to be issued by the Company as a result of the exercise, if
any, of the options  under the Plan will be,  legally  issued and fully paid and
non-assessable.

         We hereby  consent to the  filing of this  opinion as an Exhibit to the
Registration Statement and to the reference to this firm in the Prospectus under
the caption "Legal Matters."

                                            Very truly yours,


                                            /s/ Rivkin, Radler & Kremer


<PAGE>






                                      E-11
                                  EXHIBIT 24.1


               CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


                  We have issued our report  dated  March 1, 1996,  accompanying
the financial  statements  of Telebyte  Technology,  Inc.  appearing in the 1995
Annual  Report on Form  10-KSB for the year  ended  December  31,  1995 which is
incorporated by reference in this Registration Statement on Form S-8. We consent
to  the  incorporation  by  reference  in  the  Registration  Statement  of  the
aforementioned report and to the use of our name as it appears under the caption
"Experts".


GRANT THORNTON LLP

/S/ Grant Thornton LLP

Melville, New York
March 1, 1996


<PAGE>






1 The Certificate of  Incorporation was filed with the Company's proxy statement
filed in June 1987 and is incorporated by reference herein  (Commission File No.
0-11883). 

2 The By-laws  were filed as an Exhibit to the  Company's  Form 8-K filed in the
third quarter of 1987 and are incorporated by reference herein  (Commission File
No. 0-11883).
[{"type": "S-8", "sequence": "1", "description": "FORM S8 FOR TELEBYTE TECHNOLOGY, INC.", "secsgml_size_bytes": 66860}]
{"company-data": {"conformed-name": "TELEBYTE TECHNOLOGY INC", "cik": "0000726451", "assigned-sic": "3577", "irs-number": "112510138", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-02091", "film-number": "96542101"}, "business-address": {"street1": "270 E PULASKI RD", "city": "GREENLAWN", "state": "NY", "zip": "11740", "phone": "5164233232"}}
As filed with the Securities and Exchange Commission on March 28, 1996

                                                    Registration No.: 33-______

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                            TELEBYTE TECHNOLOGY, INC.
             (Exact name of registrant as specified in its charter)
     NEVADA                                        11-2510138
(State or other jurisdiction of          (I.R.S. Employer Identification No.)
incorporation or organization)
     
    270 Pulaski Road                                            11740
    Greenlawn, New York                                      (Zip Code)
(Address of Principal Executive Offices)

                            TELEBYTE TECHNOLOGY, INC.
                             1993 STOCK OPTION PLAN

                            (Full title of the plan)

                                 JOEL A. KRAMER
                              Chairman of the Board
                            Telebyte Technology, Inc.
                                270 Pulaski Road
                            Greenlawn, New York 11740
                                 (516) 423-3232

            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                    Copy to:

                            WALTER J. GUMERSELL, ESQ.
                             Rivkin, Radler & Kremer
                                    EAB Plaza
                         Uniondale, New York 11556-0111
                                 (516) 357-3000

                         (Cover continued on next page)
CALCULATION OF REGISTRATION FEE
Title of Securities        Amount of Shares to be         Proposed Maximum           Proposed Maximum              Amount of
   to be Registered               Registered              Offering Price Per         Aggregate Offering          Registration Fee
                                                               Share(1)                   Price(1)
- -----------------------     ------------------------     ----------------------     ---------------------     ---------------------
Common Stock, $.01                  100,000                     $ .813                    $81,300                      $100
par value
(1)      Estimated pursuant to Rule 457(h) solely for the purpose of calculating
         the amount of the  registration  fee based upon the  average of the bid
         and  ask  prices  of the  Common  Stock  as  reported  by the  National
         Association of Securities Dealers, Inc.
         on March 25, 1996.
PART I

                       INFORMATION REQUIRED IN PROSPECTUS

                  Pursuant  to  Rule  428(b)(1)  of the  Securities  Act of 1933
("Securities Act"), the documents containing the information with respect to the
Company's 1993 Stock Option Plan, as amended (the "Plan"), required by Item 1 of
Part I of this Registration  Statement,  will be distributed to holders of stock
options  granted  under  the Plan.  Such  documents  need not be filed  with the
Securities and Exchange  Commission  (the  "Commission")  either as part of this
Registration  Statement or as prospectuses or prospectus supplements pursuant to
Rule 424 of the Securities Act. These  documents and the documents  incorporated
by reference herein in this Registration Statement pursuant to Item 3 of Part II
below,  taken together,  constitute a prospectus that meets the  requirements of
Section 10(a) of the Securities Act.

                  In connection  with the Telebyte  Technology,  Inc. 1993 Stock
Option  Plan,  as  amended  (the  "Plan"),  a  reoffer  prospectus  prepared  in
accordance  with the  requirements of Part I of Form S-3 is being filed with the
Commission as part of this Registration Statement. The reoffer prospectus may be
utilized  for   reofferings  of  common  stock   acquired  by  certain   selling
stockholders through the exercise of outstanding options granted under the Plan.
PROSPECTUS
                            TELEBYTE TECHNOLOGY, INC.
                           Principal Executive Office
                                270 Pulaski Road
                            Greenlawn, New York 11740
                                 (516) 423-3232

                         100,000 Shares of Common Stock
                            $0.01 par value per share

                  The Shares of Common Stock $0.01 par value ("Common Stock") of
Telebyte  Technology,  Inc.  (the  "Company")  offered  hereby are being sold by
directors,  certain  officers or key  employees of the Company or one or more of
its subsidiaries (the "Selling  Stockholders"),  who are offering or may offer a
maximum of 100,000 shares (the "Shares") which may be acquired by them from time
to time from the Company  upon the  exercise of options to purchase  such Shares
granted to the Selling  Stockholders  by the Company  pursuant to the  Company's
1993 Stock Option Plan, as amended. See "Selling Stockholders".

  THESE SECURITIES ARE SUBJECT TO A HIGH DEGREE OF RISK.  SEE "RISK FACTORS".

                  It is  anticipated  that the Shares may be offered for sale by
one or more of the Selling  Stockholders  in their  discretion,  on a delayed or
continuous  basis from time to time in transactions in the open market at prices
prevailing at the time of sale on the Over the Counter  Bulletin  Board,  on the
National  Association of Securities  Dealers  Automated  Quotation  System or in
negotiated  transactions.  Such  transactions  may be  effected  directly by the
Selling   Stockholders,   each  acting  as   principal   for  his  own  account.
Alternatively,  such  transactions may be effected  through brokers,  dealers or
other agents  designated from time to time by the Selling  Stockholders and such
brokers,  dealers  or  other  agents  may  receive  compensation  in the form of
customary brokerage  commissions or concessions from the Selling Stockholders or
the purchasers of the Shares. The Selling Stockholders also may pledge Shares as
collateral  and  such  Shares  could be  resold  pursuant  to the  terms of such
pledges.  The Selling  Stockholders,  brokers who execute orders on their behalf
and other persons who  participate in the offering of the Shares on their behalf
may be deemed to be  "underwriters"  within the meaning of Section  2(11) of the
Securities Act of 1933, as amended (the "Securities  Act"), and a portion of the
proceeds  of sales  and  commissions  or  concessions  therefore  may be  deemed
underwriting  compensation  for purposes of the Securities Act. The Company will
not  receive  any part of the  proceeds  from the sale of Shares by the  Selling
Stockholders.

                  The  Company  will pay all  costs  and  expenses  incurred  in
connection  with the  registration  of the  Shares  under  the  Securities  Act,
estimated to be $5,000.  The Selling  Stockholders will pay the costs associated
with any sales of Shares,  including any discounts,  commissions  and applicable
transfer taxes.

THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE SECURITIES AND
EXCHANGE  COMMISSION OR ANY STATE  SECURITIES  COMMISSION NOR HAS THE SECURITIES
AND  EXCHANGE  COMMISSION  OR ANY STATE  SECURITIES  COMMISSION  PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

                  The date of this Prospectus is March 28, 1996
===============================================================================
                  No person has been  authorized to give any  information  or to
make any representations not contained in this Prospectus in connection with the
offering made by this  Prospectus,  and, if given or made,  such  information or
representations must not be relied upon as having been authorized by the Company
or the Selling  Stockholders.  This  Prospectus  does not constitute an offer to
sell  or a  solicitation  of an  offer  to buy  the  securities  to  which  this
Prospectus  relates in any  jurisdiction to any person to whom it is unlawful to
make such an offer or solicitation in such jurisdiction. Neither the delivery of
this Prospectus nor any sale made hereunder shall under any circumstances create
any  implication  that there has been no change in the  affairs  of the  Company
since the date  hereof or since  the date as of which  information  is set forth
herein.
================================================================================
                              AVAILABLE INFORMATION

                  The  Company  has  filed  with  the  Securities  and  Exchange
Commission (the  "Commission"),  Washington,  D.C., a Registration  Statement on
Form S-8 under the  Securities  Act  relating to the shares of its Common  Stock
offered  hereby.  This Prospectus does not contain all the information set forth
in the  Registration  Statement.  The  Company is  subject to the  informational
requirements  of the Securities  Exchange Act of 1934, as amended (the "Exchange
Act"), and in accordance therewith files reports, proxy statements,  information
statements and other information with the Commission.  For further  information,
reference is made to the Registration Statement, including the exhibits filed as
a part thereof, and to such reports,  proxy statements,  information  statements
and other  information,  which may be obtained from the Commission at prescribed
rates or may be  inspected  without  charge and  copied at the public  reference
facilities of the Commission at 450 Fifth Street, N.W., Washington,  D.C. 20549;
at the Midwest Regional Office,  500 West Madison Street,  Suite 1400,  Chicago,
Illinois  60661;  and at the Northeast  Regional  Office,  7 World Trade Center,
Suite 1300,  New York,  New York 10048.  Copies of such material can be obtained
from the Public Reference Section of the Commission,  Washington, D.C. 20549, at
prescribed rates.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

                  The following  documents are  incorporated  by reference  into
this  Prospectus:  the Company's annual report on Form 10-KSB for the year ended
December 31, 1995.

                  All annual reports on Form 10-KSB,  quarterly  reports on Form
10-QSB,  current reports on Form 8-K, definitive information or proxy statements
and other reports filed with the Commission  pursuant to Sections 13(a),  13(c),
14 or 15(d) of the Exchange Act  subsequent to the date of this  Prospectus  and
prior to the filing of a  post-effective  amendment which indicates that all the
securities  offered by this Prospectus  have been sold or which  deregisters all
the securities  remaining unsold shall be deemed to be incorporated by reference
into  this  Prospectus  to be  part  hereof  from  the  date of  filing  of such
documents.  These  documents are or will be available for inspection and copying
at the  locations  identified  above.  Any  statement  contained  in a  document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded  for purposes of this  Prospectus to the extent that a
statement  contained  herein or in any other  subsequently  filed document which
also is or is deemed to be incorporated by reference herein modifies or replaces
such  statement.  Any such  statement  so  modified or  superseded  shall not be
deemed,  except as so  modified  or  superseded,  to  constitute  a part of this
Prospectus.

                  The  Company  undertakes  to  provide  without  charge to each
person, including any beneficial owner, to whom a Prospectus is delivered,  upon
written or oral request of such person,  a copy of any and all information  that
has been incorporated by reference in this Prospectus (not including exhibits to
the  information  that is  incorporated  by reference  unless such  exhibits are
specifically incorporated by reference into the information that this Prospectus
incorporates).  Such  request  should be  directed  to the  Secretary,  Telebyte
Technology,  Inc., 270 Pulaski Road, Greenlawn, New York 11740, telephone number
(516) 423-3232.

                                  RISK FACTORS

                  An investment in the securities  offered hereby is speculative
in nature and involves a high degree of risk. Each prospective  purchaser should
carefully  consider the following  risks,  among other things,  before making an
investment.

        1. Effect on State of Economy.  The market for the  Company's   products
may be  adversely  affected  by a  recession  or  other  economic  downturn.  In
addition,  customers  currently  using the  Company's  products  could decide to
reduce their  commitment for future use of such products as the economy  worsens
or the market for their products and services is reduced.

        2. Technological  Change.  The industry in which the Company is  engaged
is subject to rapid and  significant  technological  change.  There are numerous
competitors  of the  Company in the United  States and  abroad.  There can be no
assurance  that  the  Company's  competitors  will  not  succeed  in  developing
technologies  and products that are more  effective  than any which have been or
are  being  developed  by the  Company  or  which  would  render  the  Company's
technology and products obsolete or non-competitive.

        3. Government  Regulation. The Company does not believe that its present
and  currently  proposed  activities  are  generally  subject  to  any  material
government regulation in the United States or other countries. In the event that
any product is subject to such  governmental  regulation,  the  Company  will be
required  to obtain  necessary  approvals  which  could  delay  or,  in  certain
circumstances,  even prevent the introduction to the marketplace of such product
and result in  significant  additional  expense.  The Company cannot predict the
extent  to  which  it  may be  affected  by  legislative  and  other  regulatory
developments.

        4. Retention of Key Personnel.There can be no assurance that the Company
will be able to retain the  services  of its key  personnel  and the loss of the
services  of its key  personnel  could  have a  material  adverse  effect on the
Company's business, prospects, or both.

        5. Competition. Other  companies market products  that  are  competitive
with the Company's products.  Some of the competitors have significantly greater
financial, technical and other resources than the Company.

        6. Potential  Liability; Insurance  Coverage. The Company may be exposed
to claims for liability arising out of injuries, property damage or other losses
suffered in connection with the sale of its products.  The Company currently has
liability insurance for such losses.  There can be no assurance that the Company
will be able to maintain  such  coverage  or obtain  additional  coverage,  at a
reasonable  cost or  otherwise,  or that the coverage that it has or that it may
obtain  will be  sufficient  to  cover  any or all  claims.  In the  event  of a
successful suit against the Company, lack or insufficiency of insurance coverage
could have a material adverse effect on the Company.

        7. Control by Certain Shareholders.  The President, Joel  A. Kramer  and
Vice-President,  Kenneth S. Schneider, beneficially own 557,534 shares of Common
Stock,  or  approximately  37% of the  outstanding  Common Stock of the Company.
Since the holders of Common Stock do not have cumulative voting rights,  Messrs.
Kramer  and  Schneider  are  in  a  position,   individually  and  jointly,   to
substantially  influence  the  election of the  directors  of the Company and to
control the Company's affairs.

        8. Patent Protection;  Proprietary Information. The Company has patents;
however such patents are not material to the Company's business. Not all aspects
of  technology  which the  Company  currently  uses is  covered by  patents.  No
assurance  can be given  that the  Company  will  obtain  additional  patents to
protect  adequately  all of its  technology.  The extent to which the  Company's
existing  and future  patents  will be upheld and  enforced  when  necessary  is
uncertain.  If the Company's technology is not protected by patents, the Company
relies on the trade secrets, experience, and lead-time which it now possesses or
which it may develop in order to attain commercial  advantages.  There can be no
assurance  that  the  Company's  competitors  have  not  developed  or will  not
independently  develop trade secrets,  experience or lead-time which will negate
the value of the Company's potential competitive advantages.

        9. Future Sales of Common Stock. All the  Company's   shares  of  Common
Stock currently  outstanding  and owned by the President and the  Vice-President
and other affiliates of the Company are "restricted  securities" as that term is
defined in Rule 144 under the  Securities  Act, and under certain  circumstances
may be sold without registration  pursuant to that Rule. In general,  under Rule
144, a person who has  satisfied a two-year  holding  period may,  under certain
circumstances,  sell within any three month  period a number of shares of Common
Stock which does not exceed the greater of 1% of the then outstanding  shares of
Common Stock or the average weekly trading volume in such shares during the four
calendar  weeks  prior  to such  sale.  Rule  144 also  permits,  under  certain
circumstances, the sale of shares of without any quantity or other limitation by
a  person  who is not an  affiliate  of the  Company  and  who has  satisfied  a
three-year  holding period.  All of such  outstanding  shares have satisfied the
Rule 144 two-year  holding period  requirement  and accordingly are eligible for
sale at any time. Any substantial sale of restricted securities pursuant to Rule
144 may have an adverse effect on the market price of Common Stock.

       10. No  Dividends.  The  Company  has not paid any cash dividends  on its
Common Stock since its inception and does not  anticipate  paying cash dividends
on its Common Stock in the foreseeable future.
                                  
                                   THE COMPANY

                  The  Company is the  registrant  of the Common  Stock to which
this Prospectus relates.  The Company was incorporated in Nevada in 1987 and its
principal executive office is located at 270 Pulaski Road,  Greenlawn,  New York
11740. Its telephone number is (516) 423-3232.

                              SELLING STOCKHOLDERS

                  The following persons are directors, officers or key employees
of the Company or one or more of its  subsidiaries,  each of whom is eligible to
sell  pursuant to this  Prospectus  the number of Shares set forth  opposite his
name in the table below.
NUMBER OF
     SELLING                SHARES OF CLASS         NUMBER OF         NUMBER OF
  STOCKHOLDERS                OWNED AS OF        SHARES ELIGIBLE    SHARES OWNED
                          MARCH 27, 1996 (1)     TO BE SOLD (2)   AFTER SALE (3)
                          ------------------     --------------   --------------
Joel A. Kramer                  262,996               10,000           252,996
Kenneth S. Schneider            294,538               10,000           284,538
Keith B. Wiley                   10,100               10,000             100
(1)     Assumes  the  exercise  of all  options  held as of March  27,  1996 to
        purchase  Shares  granted to the Selling  Stockholders  pursuant to the
        Company's 1993 Stock Option Plan, as amended.

(2)     Assumes all Shares have been issued upon exercise of outstanding Options
        held by the Selling Stockholders.

(3)     Assumes sale of all Shares eligible to be offered hereby by the Selling 
        Stockholders.
DESCRIPTION OF COMMON STOCK

General

Common Stock

                  The Company presently is authorized to issue 9,000,000 shares
of Common Stock, $.01 par value,  1,501,566 of which were issued and outstanding
as of the date hereof.

                  Holders of Common Stock have rights to receive such  dividends
as may be declared by the Board of Directors and are entitled upon  liquidation,
dissolution  or  winding up of the  Company  to share  ratably in the net assets
available  for  distribution.  Holders  of Common  Stock have no  conversion  or
preemptive rights,  and the shares are not subject to redemption.  All shares of
Common Stock now outstanding are fully paid and nonassessable.

                  Holders  of  Common  Stock are  entitled  to one vote for each
share  held of  record on all  matters  to be voted by  stockholders,  including
elections  of  directors.  The  holders of Common  Stock do not have  cumulative
voting rights and, accordingly,  the holders of more than 50% of the outstanding
shares can elect all of the directors of the Company.

Transfer Agent

American Stock Transfer and Trust Co. is the transfer agent and registrar of the
Common Stock.

                              PLAN OF DISTRIBUTION

                  It is  anticipated  that the Shares may be offered for sale by
one or more of the Selling  Stockholders  in their  discretion,  on a delayed or
continuous  basis from time to time in transactions in the open market at prices
prevailing  at the time of sale on the  Over the  Counter  Bulletin  Board,  the
National  Association of Securities  Dealers  Automated  Quotation  System or in
negotiated  transactions.  Such  transactions  may be  effected  directly by the
Selling   Stockholders,   each  acting  as   principal   for  his  own  account.
Alternatively,  such  transactions may be effected  through brokers,  dealers or
other agents  designated from time to time by the Selling  Stockholders and such
brokers,  dealers  or  other  agents  may  receive  compensation  in the form of
customary brokerage  commissions or concessions from the Selling Stockholders or
the purchasers of the Shares. The Selling Stockholders also may pledge Shares as
collateral  and  such  Shares  could be  resold  pursuant  to the  terms of such
pledges.  The Selling  Stockholders,  brokers who execute orders on their behalf
and other persons who  participate in the offering of the Shares on their behalf
may be deemed to be  "underwriters"  within the meaning of Section  2(11) of the
Securities  Act and a  portion  of the  proceeds  of sales  and  commissions  or
concessions may therefore be deemed  underwriting  compensation  for purposes of
the  Securities  Act. The Company will not receive any part of the proceeds from
the sale of Shares by the Selling Stockholders.

                                  LEGAL MATTERS

                  Certain legal  matters  relating to the issuance of the Shares
of Common Stock offered  hereby have been passed upon for the Company by Rivkin,
Radler & Kremer, Uniondale, New York.

                                     EXPERTS

                  The  financial  statements  of the  Company for the year ended
December 31, 1995,  in the  Company's  Annual  Report on Form 10-KSB,  have been
audited by Grant Thornton LLP, independent certified public accountants,  as set
forth in their  report  thereon  included  therein  and  incorporated  herein by
reference.  Such financial  statements are  incorporated  herein by reference in
reliance  upon such report  given upon the  authority of such firm as experts in
accounting and auditing.
TABLE OF CONTENTS

                                                                   Page

Available Information ...............................................3

Incorporation of Certain Documents
  by Reference.......................................................3

Risk Factors.........................................................4

The Company..........................................................6

Selling Stockholders.................................................6

Description of Common Stock..........................................7

Plan of Distribution.................................................8

Legal Matters........................................................8

Experts..............................................................8
II-8

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

                  The following documents and information  previously filed with
the Securities and Exchange Commission are incorporated herein by reference:

(a) The  Registrant's  Annual  Report on Form  10-KSB for the fiscal  year ended
December 31, 1995.

(b) The  description  of the Common Stock which is  contained in the  Prospectus
filed as part of this Registration Statement. 

(c) All other  reports  filed by the  Registrant  pursuant to Section  13(a) and
15(d) of the  Exchange Act since the end of the  Registrant's  fiscal year ended
December 31, 1995.
                  All  documents  filed by the  Registrant  pursuant to Sections
13(a),  13(c),  14 and 15(d) of the Exchange Act  subsequent to the date of this
Registration  Statement  and prior to the filing of a  post-effective  amendment
which  indicates  that all  securities  offered  hereby  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 in a document  incorporated or deemed
to be  incorporated  by  reference  herein  shall be  deemed to be  modified  or
superseded  for  purposes of this  Registration  Statement  to the extent that a
statement  contained  herein, or in any other  subsequently  filed document that
also is or is  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.

                  Inapplicable

Item 5.  Interests of Named Experts and Counsel.

                  Inapplicable

Item 6.  Indemnification of Directors and Officers.

                  Pursuant  to  subsection  (1) of Section  78.751 of the Nevada
General  Corporation Law, the corporation may indemnify any person who was or is
a party  or is  threatened  to be made a party  to any  threatened,  pending  or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, except an action by or in the right of the corporation, by reason
of the fact that one is or was a  director,  officer,  employee  or agent of the
corporation,  or is or was  serving  at the  request  of  the  corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture, trust or other enterprise, against expenses, including attorneys' fees,
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in  connection  with the action,  suit or proceeding if one acted in good
faith and in a manner in which one  reasonably  believed to be in or not opposed
to the best  interests  of the  corporation,  and with  respect to any  criminal
action or  proceeding,  had no  reasonable  cause to  believe  his  conduct  was
unlawful.  The  termination of any such action by judgment,  order,  settlement,
conviction, or upon a plea of nolo contendre or its equivalent does not, itself,
create a  presumption  that the  person  did not act in such good faith and in a
manner  which  he  reasonably  believed  to be in and not  opposed  to the  best
interests of the  corporation,  and that, with respect to any criminal action or
proceeding, he had reasonable cause to believe that his conduct was unlawful.

                  Pursuant   to   subsection   (2)  of   Section   78.751,   the
indemnification  may not be made for any claim, issue or matter as to which such
a  person  has  been  adjudged,  by a court  of  competent  jurisdiction,  after
exhaustion of all appeals,  to be liable to the  corporation or for amounts paid
in settlement to the  corporation,  unless and only to the extent that the court
determines  that the  person is fairly and  reasonably  entitled  to  indemnity.
Subsection  (3) of Section  78.751  provides that to the extent that a director,
officer,  employee or agent of the corporation has been successful on the merits
or  otherwise  in the  defense  of any  action,  he must be  indemnified  by the
corporation  against expenses actually  reasonably incurred by him in connection
with the defense.

                  Subsection   (4)  of   Section   78.751   provides   that  any
indemnification   under  the  circumstances   described  must  be  made  by  the
corporation,  only as authorized in the specific case, upon a determination that
indemnification  is  proper  under  the  circumstances.   The  determination  to
indemnify must be made: (a) by the  stockholders;  (b) by the Board of Directors
by majority vote of a quorum consisting of directors who were not parties to the
act,  suit or  proceedings;  (c) if a majority  vote of a quorum  consisting  of
directors  who are not  parties to the act,  suit or  proceeding  so orders,  by
independent legal counsel in a written opinion; or (d) if a quorum consisting of
directors  who were  not  parties  to the  act,  suit or  proceeding  cannot  be
obtained, by independent legal counsel in a written opinion.

                  Subsection (5) of Section 78.751 provides that the articles of
incorporation,  by-laws,  or agreement by the corporation,  may provide that the
expenses incurred by the officers and directors in defending a civil or criminal
action,  suit or proceeding must be paid by the corporation as they are incurred
in advance of the final  disposition  of the action,  suit or  proceeding,  upon
receipt of an  undertaking  by or on behalf of the  director or officer to repay
the amount if it is later  determined that he is not entitled to be indemnified.
Subsection (6) of Section 78.751 provides that the indemnification authorized by
this statute:  (a) does not exclude any other rights to indemnification  granted
by the articles of  incorporation,  by-laws,  agreement,  vote of  stockholders,
disinterested  directors  or  otherwise,  except  that  indemnification,  unless
authorized by a court of competent jurisdiction, may not be made to or on behalf
of any director or officer if a final adjudication  establishes that his acts or
omissions involved intentional misconduct, fraud or knowing violation of law and
was  material  to the cause of action;  and (b)  continues  for a person who has
ceased to be a director, officer, employee or agent and inures to the benefit of
the heirs, executives and administrators of such a person.

                  The Company's by-laws provide that the Company shall indemnify
its  directors,  officers,  employees or agents as provided in subsection (1) of
Section  78.751.  The  Company's  by-laws also  provide  that the Company  shall
indemnify its directors, officers, employees or agents if any of them are made a
party or threatened to be made a party to any threatened,  pending, or completed
action or suit by or in the right of the  Company to  procure a judgment  in its
favor by reason of the fact that he is or was a director,  officer,  employee or
agent of the  Company,  or is or was  serving at the request of the Company as a
director, officer, employee, or agent of another corporation, partnership, joint
venture, trust, or other enterprise, against expenses, including amounts paid in
settlement  and  attorneys'  fees  actually  and  reasonably  incurred by him in
connection  with the defense or settlement of the action or suit, if he acted in
good faith and in a manner which he reasonably  believed to be in or not opposed
to the best  interests of the Company.  Indemnification  is not permitted if the
person  has  been  adjudged  by a court of  competent  jurisdiction,  after  the
exhaustion  of all  appeals,  to be liable to the Company or for amounts paid in
settlement  to the  Company,  unless  and  only to the  extent  that a court  of
competent  jurisdiction  determines  upon  application  that  in view of all the
circumstances  of the case,  the person is fairly  and  reasonably  entitled  to
indemnity for such expenses as the court deems proper.

                  The  Registrant  believes  that  it is  the  position  of  the
Securities and Exchange Commission that, insofar as the foregoing provisions may
be invoked to disclaim  liability for damages  arising under the Securities Act,
such provisions are against public policy as expressed in the Securities Act and
are therefore unenforceable.

Item 7.  Exemption from Registration Claimed.

                  Inapplicable.

Item 8.  Exhibits.

                  Exhibit
                  Number

                  4.1      Certificate of Incorporation1
                  4.2      By-laws2
                  4.3      1993 Stock Option Plan
                  5.1      Opinion of Rivkin, Radler & Kremer
                  24.1     Consent of Grant Thornton LLP
                  24.2     Consent of Rivkin, Radler & Kremer (included in 
                           Exhibit 5.1)

Item 9.  Undertakings.

                  (a)      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:

                           (i)  To  include  any prospectus required by Section 
                     10(a)(3) of the Securities Act of 1933;

                           (ii) To reflect in the prospectus any facts or events
                  arising after the effective date of the Registration Statement
                  (or the most recent  post-effective  amendment thereof) which,
                  individually  or together,  represent a fundamental  change in
                  the information set forth in the Registration Statement;

                    (iii)  To  include  any  additional  or  changed    material
                  information on the plan of distribution;

                  provided,  however,  that paragraphs  (a)(1)(i) and (a)(1)(ii)
shall not apply if the information  required to be included in a  post-effective
amendment by those  paragraphs  is contained  in periodic  reports  filed by the
Registrant  pursuant to Section 13 or Section 15(d) of the  Securities  Exchange
Act of 1934 that are incorporated by reference in the Registration Statement.

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

                  (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.

                           (b)     The undersigned Registrant hereby  undertakes
that,  for 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 that is  incorporated  by
reference in the Registration Statement shall be deemed to be a new registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

                           (c)     Insofar as indemnification  for   liabilities
arising  under  the  Securities  Act of 1933 (the  "Act")  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
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 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.
SIGNATURES

                  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 County of Suffolk, State of New York, on March 28, 1996.

                            TELEBYTE TECHNOLOGY, INC.

                                                           /s/
                                            By  ------------------------------- 
                                            Joel A. Kramer, President and
                                            Chairman of the Board of Directors

                  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

     /s/
- --------------------       President and Chairman             March 28, 1996    
Joel A. Kramer             of the Board of Directors 
                           (Principal Executive Officer
                           and Financial Officer)

                                             
                                             
     /s/
- ---------------------      Director                           March 28, 1996
Kenneth S. Schneider

                                                                            

     /s/
- ---------------------
Keith B. Wiley             Director                           March 28, 1996
INDEX TO EXHIBITS

Exhibit Number  Description of Exhibits                    Sequentially Numbered
                                                                          Pages
4.3          1993 Stock Option Plan..........................              E-1
5.1          Opinion of Rivkin, Radler & Kremer...............             E-10
24.1         Consent of Grant Thornton LLP....................             E-11
24.2         Consent of Rivkin, Radler & Kremer (included in Exhibit 5.1)
E-8

                                   EXHIBIT 4.3

                            TELEBYTE TECHNOLOGY, INC.

                             1993 STOCK OPTION PLAN

                  The purpose of the 1993 Stock  Option Plan (the  "Plan") is to
assist Telebyte Technology, Inc. (the "Company") to attract and retain qualified
directors  and key employees of the Company,  a  Subsidiary,  or a Parent of the
Company,  by  enabling  them to acquire  common  stock of the  Company  and thus
providing  incentive  for them to expend  maximum  effort for the success of the
Company's  business.  The Plan  provides  for the  issuance of  incentive  stock
options   ("Incentive   Stock   Options")   pursuant  to  Section  5(a)  and  of
non-qualified  options  ("Non-Qualified  Options") pursuant to Section 5(b). The
Incentive  Stock  Options  granted under Section 5(a) are intended to qualify as
incentive stock options under Section 422 of the Internal  Revenue Code of 1986,
as amended (the "Code").  Non-Qualified Options granted pursuant to Section 5(b)
are intended to be options which do not satisfy the  requirements of Section 422
of the Code.  All  references to "options" in the Plan shall  include  Incentive
Stock  Options  and  Non-Qualified  Options.  The Plan is  intended  to meet the
requirements of Rule 16(b)-3 ("Rule 16(b)-3") promulgated under Section 16(b) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act").

                  The  options  offered  pursuant  to the Plan  are a matter  of
separate inducement to directors and employees and are not in lieu of any salary
or other compensation for the services of such persons.

                  The Company by means of the Plan seeks to retain the  services
of persons now serving  the Company or any  Subsidiary  or Parent of the Company
and to secure the services of additional  persons capable of providing  services
important  to the  welfare  of the  Company or any  Subsidiary  or Parent of the
Company.

                  To assist in  meeting  the  objectives  described  above,  the
Company hereby adopts the Plan.
===============================================================================
11. Amount and Source of Stock.  The aggregate  number and class of shares which
may be the subject of options granted  pursuant to the Plan is 100,000 shares of
common stock of the Company,  par value $.01 per share, subject to adjustment as
provided in Section 10 of the Plan.  Such shares may be authorized  but unissued
shares of common  stock of the Company or may be shares held in or acquired  for
the treasury of the Company. Any shares of common stock reserved for issuance or
transfer under an option which for any reason terminates, expires or is canceled
unexercised  as to such shares,  may be reserved for issuance or transfer  under
another  option  granted  under  the  Plan . The  aggregate  fair  market  value
(determined  at the  time the  option  is  granted)  of the  shares  as to which
Incentive Stock Options may be granted to any option holder  ("Optionee")  under
this Plan or any other plan of the Company or any  Subsidiaries or Parent of the
Company  which are  exercisable  for the first time by such option holder during
any calendar year shall not exceed $100,000.
================================================================================

         12.       Administration of the Plan.

    a.       The Plan  shall   be  administered  by the  Board    f Directors of
the Company,  which, to the extent it shall  determine,  may delegate its powers
with  respect to  administration  of the Plan to a committee  (the  "Committee")
consisting of not less than two members. The Board of Directors shall determine,
within the limits of the express provisions of the Plan, those directors and key
employees  including  officers who are to receive options under the Plan and the
number of shares of common stock to be subject to such options.  Options granted
under the Plan shall,  subject to the provisions of Sections 5 and 12 hereof and
the following sentence,  be in such form as determined and approved by the Board
of Directors. The Board of Directors shall interpret the Plan, prescribe,  amend
and rescind rules and regulations,  forms, notices and agreements relating to it
and make all determinations  necessary or advisable for its administration,  all
such actions as approved by the Board of Directors to be final and conclusive.

    b.       The Board of  Directors  may from time to    time  appoint  members
of the  Committee  in addition  to or in  substitution  for  members  previously
appointed and may fill any vacancies in the Committee. The Committee shall elect
one of its members as Chairman,  and may appoint a secretary,  who need not be a
member of the  Committee  or a director of the  Company,  to keep minutes of its
meetings. Meetings of the Committee shall be held at such times and places as it
shall  deem  advisable.  A  majority  of  the  members  of the  Committee  shall
constitute a quorum.  All action of the Committee  shall be by a majority of its
members.  Any action may be taken by unanimous written consent setting forth the
action taken, signed by all of the members of the Committee, and action so taken
shall  have  the same  effect  as if it had been  taken by  unanimous  vote at a
meeting duly held and called.  The Committee shall report its action at meetings
or by unanimous written consent to the Board of Directors.

    c.       At any time prior to the  appointment of the Committee and   at any
time thereafter when the Committee shall not be duly  constituted and subject to
all eligibility  limitations  which would otherwise apply to the Plan, the Board
of Directors shall exercise all the functions of the Committee under the Plan.

            13.      Effective  Date  and  Term of Plan. The Plan as  originally
adopted  shall  become  effective  when adopted by the Board of Directors of the
Company,  except that unless the Plan is authorized by the  affirmative  vote of
the  holders  of a majority  of the  outstanding  shares of common  stock of the
Company within 12 months after its adoption by the Board of Directors,  the Plan
and all options  outstanding under the Plan shall terminate at the expiration of
such 12 month period.  The  solicitation of such approval shall be in accordance
with the laws of the State of Nevada and in accordance with Section 14(a) of the
Exchange  Act.  Options  may be granted  under the Plan within 10 years from the
date of its adoption by the Board of Directors, but not thereafter.

            14.      Eligible  Participants. Only directors  and  key  employees
of the Company or a Subsidiary  or a Parent of the Company  shall be eligible to
receive  options  under the Plan.  An  employee  who is also a  director  of the
Company  or a  Subsidiary  or a  Parent  of the  Company  shall be  eligible  to
participate  under the Plan.  Except as provided in Section  5(a)(v)  below,  no
Incentive  Stock  Option  shall be  granted  to a  non-employee  director  or an
individual  who,  immediately  before the  granting of the  option,  owns (or is
deemed to own) stock possessing more than 10% of the total combined voting power
of all classes of stock of the Company or a Parent or Subsidiary of the Company.

            15.      Grant and Terms of Options.  The   Board of  Directors  may
grant options at any time or from time to time prior to the  termination  of the
Plan, and except as hereinafter  provided,  such options shall be subject to the
following terms and conditions:

a.        Incentive Stock Options.

                               i.        Purchase  Price.  The   purchase  price
provided for in each  Incentive  Stock Option  granted  pursuant to this Section
5(a) of the Plan shall be determined by the Board of Directors, provided that in
no instance  shall such price be less than the fair  market  value of the shares
subject  to such  option  on the date on which  the  Incentive  Stock  Option is
granted.
                               ii.       Duration of Option.Each Incentive Stock
Option  granted  pursuant to the Plan will terminate no later than 10 years from
the date on which it is granted, unless it is terminated earlier under Section 7
or 8.

                               iii.      Transferability of Option. No Incentive
Stock  Option  shall be  transferable  by the employee in whole or in part other
than by will or the laws of descent and distribution, and each such option shall
be exercisable, during the lifetime of the employee, only by him or her.

                               iv.       Exercise   of   Option.  Subject to the
provisions  of this Section  5(a),  the Board of Directors  shall have  absolute
discretion in determining  whether any Incentive Stock Option granted  hereunder
shall be  exercisable  in whole at one time or in part from time to time and, if
in part from time to time, the rate at which such option shall be exercisable on
a cumulative or non-cumulative  basis. Except as provided in Section 7 and 8, no
Incentive  Stock  Option may be  exercised at a time when the Optionee is not an
employee of the Company or a Subsidiary or a Parent of the Company.

                                v.        Special Ten Percent  Shareholder Rule.
Sections 4, 5(a)(i) and 5(a)(ii) notwithstanding,  an Incentive Stock Option may
be granted to an individual who  immediately  before the granting of such option
owns (or is deemed to own) stock  possessing more than 10% of the total combined
voting power of all classes of stock of the Company or a Subsidiary  or a Parent
of the Company, if at the time such option is granted,  (i) such option price is
at least 110% of the fair market value of the stock subject to such option,  and
(ii) such option by its terms may not be  exercised  after the  expiration  of 5
years from the date on which it was granted.

b.        Non-Qualified Stock Options.

                                i.        Purchase  Price.  The  purchase  price
provided for  Non-Qualified  Option granted pursuant to this Section 5(b) of the
Plan shall be determined by the Board of Directors.

                                ii.       Duration of Option. Each Non-Qualified
Option  granted  pursuant to the Plan will terminate no later than 10 years from
the date on which it is granted, unless it is terminated earlier under Section 7
or 8 hereof.

                                iii.      Transferability  of Option.  No
Non-Qualified  Option  shall be  transferable  by the  employee or a director in
whole or in part other than by will or the laws of descent or distribution,  and
each such option  shall be  exercisable,  during the lifetime of the employee or
director, only by him or her.

                                 iv.       Exercise of  Option.  Subject  to the
provisions  of this Section  5(b),  the Board of Directors  shall have  absolute
discretion in determining  whether any  Non-Qualified  Option granted  hereunder
shall be  exercisable  in whole at one time or in part from time to time and, if
in part from time to time, the rate at which such option shall be exercisable on
a cumulative or non-cumulative  basis. Except as provided in Section 7 and 8, no
Non-Qualified  Option may be  exercised  at a time when the  Optionee  is not an
employee  or a  director  of the  Company  or a  Subsidiary  or a Parent  of the
Company.

                      16.      Manner of Exercise of Options.

         a. Unless the Board of Directors shall otherwise determine,  an option,
to the extent  exercisable  under the Plan,  may be exercised by delivery to the
Secretary of the Company,  at its principal office, of a written notice,  signed
by the person  entitled to exercise the option,  specifying the number of shares
purchasable  under  the  option  which the  Optionee  then  wishes to  purchase,
together  with a certified or bank  cashier's  check payable to the order of the
Company, or cash, in the amount of the aggregate option price for such number of
shares and any withholding tax due.

                                b.        Unless the shares to be acquired  upon
exercise of an option may, at the time of such  acquisition,  be lawfully resold
in  accordance  with  a  then  currently  effective  registration  statement  or
post-effective amendment under the Securities Act of 1933, as amended, the Board
of  Directors  may  provide,  as a condition to the delivery of any shares to be
purchased  upon  exercise of the option,  that the Company  receive  appropriate
evidence that the Optionee is acquiring the shares for investment and not with a
view to the  distribution or public  offering of the shares,  or any interest in
the shares,  and a representation  to the effect that the Optionee shall make no
sale or other  disposition  of the  shares  unless  (a) the  Company  shall have
received an opinion of counsel satisfactory to it in form and substance that the
sale or  other  disposition  may be made  without  registration  under  the then
applicable provisions of the Securities Act of 1933, as amended, and the related
rules and  regulations  of the Securities  and Exchange  Commission,  or (b) the
shares  shall be included in a currently  effective  registration  statement  or
post-effective  amendment  under the Securities  Act of 1933, as amended.  In no
event shall stock be issued or  certificates  be delivered until full payment as
required  by the Plan shall have been  received  by the  Company,  nor shall the
Optionee have any right or status as a shareholder prior to such payment.  In no
event shall a fraction of a share be purchased or issued under the Plan.

                                c.        If at any time the Board of  Directors
shall   determine  in  its  discretion   that  the  listing,   registration   or
qualification  of the shares  covered by the Plan upon any  national  securities
exchange  or under any state or federal  law,  or the consent or approval of any
governmental regulatory body, is necessary or desirable as a condition of, or in
connection  with,  the sale or purchase of shares  subject to the Plan,  no such
shares  shall  be  delivered  unless  and  until  such  listing,   registration,
qualification,  consent or approval  shall have been  effected or  obtained,  or
otherwise  provided for, free of any  conditions  not acceptable to the Board of
Directors.

                  17.      Termination  of  Employment.  In the  event  that the
employment  of any  employee  or tenure as a director  of an  Optionee  shall be
involuntarily  terminated  other  than for  cause or by  reason  of the death or
permanent  disability  of the  Optionee,  the  option  may be  exercised  by the
Optionee to the extent that he or she was  entitled to do so at the  termination
of  his  or  her  employment,  at  any  time  within  three  months  after  such
termination,  but in no event may an option be exercised after the date on which
it would otherwise  terminate.  In the event that the employment of any employee
or the tenure of a director  shall be  voluntarily  terminated or terminated for
cause,  any option  held by the  employee or a director  under the Plan,  to the
extent not previously exercised, shall forthwith terminate. Normal retirement or
early  retirement with the consent of the Company or a Subsidiary or a Parent of
the Company  pursuant to any  retirement  plan shall not  constitute a voluntary
termination of employment or a termination of employment for cause, but shall be
considered  for this  purpose to be an  involuntary  termination  other than for
cause.  Nothing in the Plan or in any option granted  pursuant to the Plan shall
confer on any individual any right to continue in the employ or as a director of
the Company or a Parent or a Subsidiary of the Company,  or interfere in any way
with the right of the  Company  or a Parent or a  Subsidiary  of the  Company to
terminate his or her employment or tenure as a director.

                  18.      Death or  Disability  of an  Optionee. If an Optionee
shall die while  employed  by or  serving  as a  director  of the  Company  or a
Subsidiary  or a Parent of the Company,  the option may be exercised  (a) to the
extent that the employee or director was entitled to do so at the date of his or
her death, and (b) to the additional  extent that the employee or director would
have been entitled to do so had the option been  exercisable with respect to the
number of shares covered by the next  installment,  if any, of the option,  by a
legatee or legatees of the Optionee  under his or her last will or by his or her
personal  representatives  or distributees at any time within one year after the
date of death,  but in no event may the  option be  exercised  after the date on
which it would otherwise terminate.

                  If an  Optionee  shall  die  within  three  months  after  the
involuntary termination, other than for cause, of his or her employment by or of
his or her service as a director of the Company or a  Subsidiary  or a Parent of
the  Company,  the option may be  exercised,  to the extent that the employee or
director was entitled to do so at the date of his or her death,  by a legatee or
legatees of the  Optionee  under his or her last will or by his or her  personal
representative  or  distributees  at any time  within one year after the date of
death,  but in no event may the option be  exercised  after the date on which it
would otherwise expire.

                  If an Optionee shall become  permanently  disabled (within the
meaning of  Section  22(e)(3)  of the Code)  while  employed  by or serving as a
director of the Company or a Subsidiary  or a Parent of the Company,  the option
may be exercised by the Optionee to the extent that he or she was entitled to do
so at the  termination of his or her employment or tenure as a director,  at any
time  within one year after such  termination,  but in no event may an option be
exercised after the date on which it would otherwise expire.

                    19.     Six Month Holding Period.  The employee or  director
may not dispose of the common shares received upon exercise of the option within
six months of the acquisition of the option.
                        
                    20.      Adjustment  of Number  and Price of Shares  Subject
to Options.  If the  outstanding  shares of the common  stock of the Company are
subdivided, consolidated,  increased, decreased, changed into or exchanged for a
different  number  or  kind of  shares  or  securities  of the  Company  through
reorganization, merger, recapitalization,  reclassification,  capital adjustment
or otherwise, or if the Company shall issue common stock as a dividend or upon a
stock split,  then the number and kind of shares  available  for purposes of the
Plan and all shares subject to the unexercised portion of any options previously
granted and the exercise price of those options shall be appropriately adjusted.
However,  no such adjustment shall change the total exercise price applicable to
the unexercised portion of any outstanding option.

                  Adjustments  under this  Section 10 shall be made by the Board
of Directors,  whose determination as to what adjustments shall be made shall be
final and  binding.  In  computing  any  adjustment  under this  Section 10, any
fractional  share which might  otherwise  become  subject to an option  shall be
eliminated.

                     21.      Liquidation, Merger or Consolidation. In the event
of the dissolution or liquidation of the Company, or in the event of a merger or
consolidation  in which  (i) the  Company  is a party  and  (ii) the  agreements
governing  such  merger or  consolidation  do not  provide  for the  issuance of
substitute options or the assumption of the options issued hereunder (as issuing
and assuming are defined in Code Section 424(a)), with substantially  equivalent
terms as  determined  by the Board of Directors  in lieu of the options  granted
under the Plan or for the express assumption of such outstanding  options by the
surviving  corporation,  the Board of Directors  shall  declare that each option
granted under the Plan shall  terminate as of a date to be fixed by the Board of
Directors (the "Termination  Date"),  provided that the Board of Directors shall
cause to be mailed thirty (30) days before the  Termination  Date written notice
of the  Termination  Date to each  Optionee,  and each  Optionee  shall have the
right,  during the period  between  the  receipt of the  written  notice and the
Termination Date to exercise his option, in whole or in part, whether or not all
or any part of such option  would not  otherwise be  exercisable.  The notice of
exercise  must be received by the Company on or prior to the  Termination  Date.
Any then  outstanding  option not  exercised  in its entirety on or prior to the
Termination  Date  specified  by the Board of  Directors  and any and all rights
thereunder shall terminate as of said date.
                                 
                     22.      Amendment  or  Discontinuance  of Plan.  The Board
of Directors may alter, suspend or discontinue the Plan at any time, except that
no action of the Board may, without appropriate  shareholder action,  materially
increase the benefits  accruing to the participants  under the Plan,  materially
increase the maximum number of shares subject to the Plan (except as provided in
Section 10),  materially modify the requirements for eligibility under the Plan,
implement any change  requiring  shareholder  approval under Rule 16(b)-3 or the
Code or any other  applicable law and,  without the consent of the Optionee,  no
such action shall alter the terms of, or impair the rights of the Optionee under
any option previously  granted pursuant to the Plan.  Unless sooner  terminated,
the Plan shall  terminate as provided in Section 3. An option may not be granted
while  the  Plan  is  suspended  or  after  it is  terminated.  The  rights  and
obligations  under any  option  granted  while the Plan is in effect  may not be
altered or impaired by suspension or  termination  of the Plan,  except upon the
consent of the person to whom the option was granted.  The power of the Board of
Directors  to  construe  and  administer  any  options   granted  prior  to  the
termination  or suspension  of the Plan shall  nevertheless  continue  after and
survive such termination and continue during such suspension.
                                  
                      23.      Miscellaneous Provisions.

                               a.        Subsidiary.  As used  herein,  the term
'subsidiary' means any 'subsidiary corporation' within the meaning   of  Section
424(f) of the code.
                               b.        Parent.   As  used   herein,   the term
"parent" means any "parent  corporation" within the meaning of Section 424(e) of
the Code.

                               c.        Permanently  Disabled.  As used herein,
the term "permanently  disabled" means "permanently disabled" within the meaning
of Section 22(e)(3) of the Code.

                               d.        Governing   Law.   The  Plan shall   be
governed by the laws of the State of Nevada.
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                                   EXHIBIT 5.1

                             RIVKIN, RADLER & KREMER
                                    EAB Plaza
                         Uniondale, New York 11566-0111

                                 March 28, 1996

Telebyte Technology, Inc.
270 Pulaski Road
Greenlawn, NY 11740

Gentlemen:

         You have  requested  our  opinion  in  connection  with a  Registration
Statement on Form S-8 to be filed by Telebyte  Technology,  Inc. (the "Company")
with the  Securities and Exchange  Commission  pursuant to the Securities Act of
1933, as amended (the "Act"),  for registration  under the Act of 100,000 common
shares (the  "Shares"),  $.01 par value,  in connection  with the Company's 1993
Stock Option Plan (the "Plan").

         As counsel for the Company,  we have examined  such records,  documents
and  questions  of law as we have deemed  appropriate  for the  purposes of this
opinion and, on the basis thereof, advise you that in our opinion that, when the
Shares have been registered  under the Act and when the Company has received the
consideration  to be received for said Shares in accordance  with the provisions
of the Plan and said Shares  have been  issued by the Company as provided  under
the Plan, the Shares to be issued by the Company as a result of the exercise, if
any, of the options  under the Plan will be,  legally  issued and fully paid and
non-assessable.

         We hereby  consent to the  filing of this  opinion as an Exhibit to the
Registration Statement and to the reference to this firm in the Prospectus under
the caption "Legal Matters."

                                            Very truly yours,

                                            /s/ Rivkin, Radler & Kremer
E-11
                                  EXHIBIT 24.1

               CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

                  We have issued our report  dated  March 1, 1996,  accompanying
the financial  statements  of Telebyte  Technology,  Inc.  appearing in the 1995
Annual  Report on Form  10-KSB for the year  ended  December  31,  1995 which is
incorporated by reference in this Registration Statement on Form S-8. We consent
to  the  incorporation  by  reference  in  the  Registration  Statement  of  the
aforementioned report and to the use of our name as it appears under the caption
"Experts".

GRANT THORNTON LLP

/S/ Grant Thornton LLP

Melville, New York
March 1, 1996
1 The Certificate of  Incorporation was filed with the Company's proxy statement
filed in June 1987 and is incorporated by reference herein  (Commission File No.
0-11883). 

2 The By-laws  were filed as an Exhibit to the  Company's  Form 8-K filed in the
third quarter of 1987 and are incorporated by reference herein  (Commission File
No. 0-11883).