<PAGE>   1

    As filed with the Securities and Exchange Commission on April 23, 1997.

                                              Registration No. 333-_____________
________________________________________________________________________________



                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                        REGISTRATION STATEMENT UNDER THE
                             SECURITIES ACT OF 1933


                            AURORA ELECTRONICS, INC.
             (Exact name of registrant as specified in its charter)

                 DELAWARE                                       75-1539534   
     -------------------------------                        ------------------
     (STATE OR OTHER JURISDICTION OF                         (I.R.S. EMPLOYER
     INCORPORATION OR ORGANIZATION)                         IDENTIFICATION NO.)



                         9477 WAPLES STREET, SUITE 150
                          SAN DIEGO, CALIFORNIA 92121
                                 (619) 552-1213
       (Address, including zip code, and telephone number, including area
               code, of Registrant's principal executive offices)

                              --------------------

                            AURORA ELECTRONICS, INC.

                         1997 EMPLOYEE STOCK BONUS PLAN
                           (Full titles of the Plans)

                              --------------------

                                 JOHN P. GRAZER
                     PRESIDENT AND CHIEF FINANCIAL OFFICER
                            AURORA ELECTRONICS, INC.
                         9477 WAPLES STREET, SUITE 150
                          SAN DIEGO, CALIFORNIA 92121
                                 (619) 597-3503
    (Name, address, and telephone number, including area code, of agent for
                                   service)

                              --------------------

                        CALCULATION OF REGISTRATION FEE


<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------
     TITLE OF EACH          AMOUNT       PROPOSED MAXIMUM    PROPOSED MAXIMUM      AMOUNT OF
  CLASS OF SECURITIES       TO BE         OFFERING PRICE        AGGREGATE        REGISTRATION
   TO BE REGISTERED      REGISTERED(1)     PER SHARE(2)      OFFERING PRICE(2)      FEE(2)
---------------------------------------------------------------------------------------------
    <S>                    <C>                <C>                <C>                <C>
     Common Stock,
    $.03 par value         100,000            $1.563             $156,300           $47.36
---------------------------------------------------------------------------------------------
</TABLE>

(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended, this
    registration statement also covers an indeterminate additional amount of
    shares of Common Stock to be offered or sold pursuant to the antidilution
    provisions of the plan.

(2) Calculated based on 100,000 shares of Aurora Electronics, Inc. common
    stock, $.03 par value per share, at $1.563 per share, the closing sales
    price per share of Aurora Common Stock as reported on the American Stock
    Exchange on March 25, 1997, the date of the stock grants issued under the
    1997 Employee Stock Bonus Plan, all in accordance with Rule 457(h)
    promulgated under the Securities Act of 1933, as amended.
<PAGE>   2



                                     PART I

         INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.   PLAN INFORMATION.

         Not required to be filed with this Registration Statement.

ITEM 2.   REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

         Not required to be filed with this Registration Statement.


                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.   INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

         The following documents, which have been previously filed with the
Securities and Exchange Commission (the "Commission") by Aurora Electronics,
Inc. (the "Company"), are incorporated by reference in this Registration
Statement:

         (a)     Annual Report on Form 10-K for the year ended September 30,
1996, as amended by the Company's Annual Report on Form 10-KA, which contains
audited financial statements of the Company for the fiscal year ended September
30, 1996.

         (b)     All reports filed by the Company pursuant to Sections 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
since September 30, 1996.

         (c)     The description of the Company's common stock, par value $.03
per share (the "Common Stock"), contained in the Company's registration
statement on Form 8-A, including any amendment or report filed for the purpose
of updating such description.

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





                                     Page 2
<PAGE>   3



         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 which also is
incorporated or deemed to be incorporated by reference herein modifies or
supersedes such statement.  Any statement so modified or superseded shall not
be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

ITEM 4.   DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Company's Certificate of Incorporation provides that the Company
shall indemnify any director, officer or employee, or former director, officer
or employee, of the Company, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement to the fullest extent permitted
by Section 145 of the Delaware General Corporation Law (the "DGCL").  DGCL
Section 145 provides, among other things, that the Company 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 (other than an
action by or in the right of the Company) by reason of the fact that he is or
was a director, officer, agent or employee of the Company or who serves or
served at the Company's request as a director, officer, agent, employee,
partner or trustee of another corporation or of a partnership, joint venture,
trust or other enterprise, against expenses, including attorneys' fees,
judgments, fines and amounts paid in settlement actually and reasonably
incurred in connection with such action, suit or proceeding.  The power to
indemnify applies (a) if such person is successful on the merits or otherwise
in defense of any action, suit or proceeding, or (b) if such person acted in
good faith and in a manner he reasonably believed to be in the best interest,
or not opposed to the best interest, of the Company or corporation and with
respect to any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful.  The power to indemnify applies to actions
brought by or in the right of the corporation as well, but only to the extent
of defense expenses (including attorneys' fees but excluding amounts paid in
settlement) actually and reasonably incurred and not to any satisfaction of a
judgment or settlement of the claim itself, and with the further limitation
that in such actions no indemnification shall be made in the event of any
adjudication of negligence or misconduct in the performance of his duties to
the Company, unless the court believes that in light of all the circumstances
indemnification should apply.

         The Company's Bylaws further provide that a determination of the
minimum standard required for indemnification may be made by either (a) a
majority of the directors of the Company (whether or not a quorum) who were not
parties to the action, (b) independent legal counsel in a written opinion, or
(c) the Company's stockholders.  The Company may advance expenses to the





                                     Page 3
<PAGE>   4



potential indemnitee only if the Company's Board of Directors so authorizes and
if the potential indemnitee undertakes in writing to repay the expenses if it
is subsequently determined that he is not entitled to indemnification.  The
indemnification provisions contained in the Company's Certificate of
Incorporation and Bylaws are not exclusive of any other rights to which a
person may be entitled by law, agreement, vote of stockholders or disinterested
directors or otherwise.

         Insofar as indemnification by the Company for liabilities arising
under the Securities Act of 1933, as amended (the "Securities Act"), may be
permitted to directors, officers or persons controlling the Company pursuant to
the foregoing provisions, the Company has been informed that in the opinion of
the Commission such indemnification is against public policy as expressed in
the Securities Act and is therefore unenforceable.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.   EXHIBITS.

         The Exhibits to this Registration Statement are listed in the Index to
Exhibits of this Registration Statement, which Index is incorporated herein by
reference.

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;

                        (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 in the aggregate, represent a
                 fundamental change in the information set forth in the
                 Registration Statement.  Notwithstanding the foregoing, any
                 increase or decrease in the volume of securities offered (if
                 the total dollar value of securities offered would not exceed
                 that which was registered) and any deviation from the low or
                 high and of the estimated maximum offering range may be
                 reflected in the form of prospectus filed with the Commission
                 pursuant to Rule 424(b) if, in the aggregate, the changes in
                 volume and price represent no more than a 20 percent change in
                 the maximum aggregate offering price set forth in the
                 "Calculation of Registration Fee" table in the effective
                 registration statement;





                                     Page 4
<PAGE>   5



                       (iii)      To include any material information with
                 respect to the plan of distribution not previously disclosed
                 in the Registration Statement or any material change to such
                 information in the Registration Statement;

         provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do 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
         Exchange Act that are incorporated by reference in the Registration
         Statement.

                 (2)      That, for the purpose of determining any liability
         under the Securities Act, each such post-effective amendment shall be
         deemed to be a new registration statement 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, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in the Registration Statement shall be deemed to be a new
registration statement relating to the securities offered 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 by the registrant for liabilities
arising under the Securities Act may be permitted to directors, officers and
controlling persons of the registrant pursuant to the provisions described in
Item 6, or otherwise, the registrant has been advised that in the opinion of
the Commission such indemnification is against public policy as expressed in
the Securities Act and is, therefore, unenforceable.  In the event that a claim
for indemnification by the registrant 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 Securities Act and will be governed by the final adjudication
of such issue.

                  [Remainder of page intentionally left blank]





                                     Page 5
<PAGE>   6

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act, 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 or amendment thereto to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of San Diego, State of California, on
April 22, 1997.

                                      AURORA ELECTRONICS, INC.


                                      By: /s/ Jim C. Cowart 
                                          -------------------------------------
                                          Jim C. Cowart
                                          Chairman and Chief Executive Officer


                                      By: /s/ John P. Grazer 
                                          -------------------------------------
                                          John P. Grazer
                                          President and Chief Financial Officer





                                     Page 6
<PAGE>   7

                               POWER OF ATTORNEY

         Each person whose signature appears below hereby constitutes and
appoints Jim C. Cowart and John P. Grazer, his true and lawful attorney-in-fact
and agent with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, and
hereby grants to such attorney-in-fact and agent full power and authority to do
and perform each and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent or his
substitute or substitutes may lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement or amendment thereto has been signed by the following
persons in the capacities and on the dates indicated:

<TABLE>
<CAPTION>
       Signature                                           Date
       ---------                                           ----
<S>                                                  <C>
/s/ Jim C. Cowart                                    April 22, 1997
------------------------------------                                 
Jim C. Cowart
Chairman and Chief Executive Officer


/s/ David A. Lahar                                   April 22, 1997
------------------------------------                                
David A. Lahar
Director


/s/ Thomas E. McInerney                              April 22, 1997
------------------------------------                                 
Thomas E. McInerney
Director


/s/ Richard H. Stowe                                 April 22, 1997
------------------------------------                                 
Richard H. Stowe
Director


/s/ William K. Watkins, Jr.                          April 22, 1997
------------------------------------                                
William K. Watkins, Jr.
Director
</TABLE>





                                     Page 7
<PAGE>   8
<TABLE>
<S>                                                  <C>
/s/ Amin J. Khoury                                   April 22, 1997
------------------------------------                                 
Amin J. Khoury
Director


/s/ Harvey B. Cash                                   April 22, 1997
------------------------------------                                 
Harvey B. Cash
Director
</TABLE>





                                     Page 8
<PAGE>   9
                               INDEX TO EXHIBITS



<TABLE>
<CAPTION>
Exhibit Number                        Exhibit
-------------------------------------------------------------------------------
<S>                 <C>
4.1*                Aurora Electronics, Inc. 1997 Employee Stock Bonus Plan


5.1*                Opinion of Hughes & Luce, L.L.P.

23.1*               Consent of Hughes & Luce, L.L.P. (Contained in Exhibit 5.1)


23.2*               Consent of Arthur Anderson LLP

24.1*               Power of Attorney (Contained at pp. 7-8)
</TABLE>

*        Filed herewith





                                     Page 9
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 19490}]
{"company-data": {"conformed-name": "AURORA ELECTRONICS INC", "cik": "0000319237", "assigned-sic": "5045", "irs-number": "751539534", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-25679", "film-number": "97585668"}, "business-address": {"street1": "2030 MAIN ST STE 1120", "city": "IRVINE", "state": "CA", "zip": "92714", "phone": "7146601232"}, "mail-address": {"street1": "2030 MAIN STREET", "city": "IRVINE", "state": "CA", "zip": "92714"}, "former-company": {"former-conformed-name": "BSN CORP", "date-changed": "19920703"}}
1

    As filed with the Securities and Exchange Commission on April 23, 1997.

                                              Registration No. 333-_____________
________________________________________________________________________________

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                        REGISTRATION STATEMENT UNDER THE
                             SECURITIES ACT OF 1933

                            AURORA ELECTRONICS, INC.
             (Exact name of registrant as specified in its charter)

                 DELAWARE                                       75-1539534   
     -------------------------------                        ------------------
     (STATE OR OTHER JURISDICTION OF                         (I.R.S. EMPLOYER
     INCORPORATION OR ORGANIZATION)                         IDENTIFICATION NO.)

                         9477 WAPLES STREET, SUITE 150
                          SAN DIEGO, CALIFORNIA 92121
                                 (619) 552-1213
       (Address, including zip code, and telephone number, including area
               code, of Registrant's principal executive offices)

                              --------------------

                            AURORA ELECTRONICS, INC.

                         1997 EMPLOYEE STOCK BONUS PLAN
                           (Full titles of the Plans)

                              --------------------

                                 JOHN P. GRAZER
                     PRESIDENT AND CHIEF FINANCIAL OFFICER
                            AURORA ELECTRONICS, INC.
                         9477 WAPLES STREET, SUITE 150
                          SAN DIEGO, CALIFORNIA 92121
                                 (619) 597-3503
    (Name, address, and telephone number, including area code, of agent for
                                   service)

                              --------------------

                        CALCULATION OF REGISTRATION FEE
---------------------------------------------------------------------------------------------
     TITLE OF EACH          AMOUNT       PROPOSED MAXIMUM    PROPOSED MAXIMUM      AMOUNT OF
  CLASS OF SECURITIES       TO BE         OFFERING PRICE        AGGREGATE        REGISTRATION
   TO BE REGISTERED      REGISTERED(1)     PER SHARE(2)      OFFERING PRICE(2)      FEE(2)
---------------------------------------------------------------------------------------------
Common Stock,
    $.03 par value         100,000            $1.563             $156,300           $47.36
---------------------------------------------------------------------------------------------
(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended, this
    registration statement also covers an indeterminate additional amount of
    shares of Common Stock to be offered or sold pursuant to the antidilution
    provisions of the plan.

(2) Calculated based on 100,000 shares of Aurora Electronics, Inc. common
    stock, $.03 par value per share, at $1.563 per share, the closing sales
    price per share of Aurora Common Stock as reported on the American Stock
    Exchange on March 25, 1997, the date of the stock grants issued under the
    1997 Employee Stock Bonus Plan, all in accordance with Rule 457(h)
    promulgated under the Securities Act of 1933, as amended.
2

                                     PART I

         INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.   PLAN INFORMATION.

         Not required to be filed with this Registration Statement.

ITEM 2.   REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

         Not required to be filed with this Registration Statement.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

         The following documents, which have been previously filed with the
Securities and Exchange Commission (the "Commission") by Aurora Electronics,
Inc. (the "Company"), are incorporated by reference in this Registration
Statement:

         (a)     Annual Report on Form 10-K for the year ended September 30,
1996, as amended by the Company's Annual Report on Form 10-KA, which contains
audited financial statements of the Company for the fiscal year ended September
30, 1996.

         (b)     All reports filed by the Company pursuant to Sections 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
since September 30, 1996.

         (c)     The description of the Company's common stock, par value $.03
per share (the "Common Stock"), contained in the Company's registration
statement on Form 8-A, including any amendment or report filed for the purpose
of updating such description.

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

                                     Page 2
3

         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 which also is
incorporated or deemed to be incorporated by reference herein modifies or
supersedes such statement.  Any statement so modified or superseded shall not
be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

ITEM 4.   DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Company's Certificate of Incorporation provides that the Company
shall indemnify any director, officer or employee, or former director, officer
or employee, of the Company, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement to the fullest extent permitted
by Section 145 of the Delaware General Corporation Law (the "DGCL").  DGCL
Section 145 provides, among other things, that the Company 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 (other than an
action by or in the right of the Company) by reason of the fact that he is or
was a director, officer, agent or employee of the Company or who serves or
served at the Company's request as a director, officer, agent, employee,
partner or trustee of another corporation or of a partnership, joint venture,
trust or other enterprise, against expenses, including attorneys' fees,
judgments, fines and amounts paid in settlement actually and reasonably
incurred in connection with such action, suit or proceeding.  The power to
indemnify applies (a) if such person is successful on the merits or otherwise
in defense of any action, suit or proceeding, or (b) if such person acted in
good faith and in a manner he reasonably believed to be in the best interest,
or not opposed to the best interest, of the Company or corporation and with
respect to any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful.  The power to indemnify applies to actions
brought by or in the right of the corporation as well, but only to the extent
of defense expenses (including attorneys' fees but excluding amounts paid in
settlement) actually and reasonably incurred and not to any satisfaction of a
judgment or settlement of the claim itself, and with the further limitation
that in such actions no indemnification shall be made in the event of any
adjudication of negligence or misconduct in the performance of his duties to
the Company, unless the court believes that in light of all the circumstances
indemnification should apply.

         The Company's Bylaws further provide that a determination of the
minimum standard required for indemnification may be made by either (a) a
majority of the directors of the Company (whether or not a quorum) who were not
parties to the action, (b) independent legal counsel in a written opinion, or
(c) the Company's stockholders.  The Company may advance expenses to the

                                     Page 3
4

potential indemnitee only if the Company's Board of Directors so authorizes and
if the potential indemnitee undertakes in writing to repay the expenses if it
is subsequently determined that he is not entitled to indemnification.  The
indemnification provisions contained in the Company's Certificate of
Incorporation and Bylaws are not exclusive of any other rights to which a
person may be entitled by law, agreement, vote of stockholders or disinterested
directors or otherwise.

         Insofar as indemnification by the Company for liabilities arising
under the Securities Act of 1933, as amended (the "Securities Act"), may be
permitted to directors, officers or persons controlling the Company pursuant to
the foregoing provisions, the Company has been informed that in the opinion of
the Commission such indemnification is against public policy as expressed in
the Securities Act and is therefore unenforceable.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.   EXHIBITS.

         The Exhibits to this Registration Statement are listed in the Index to
Exhibits of this Registration Statement, which Index is incorporated herein by
reference.

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;

                        (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 in the aggregate, represent a
                 fundamental change in the information set forth in the
                 Registration Statement.  Notwithstanding the foregoing, any
                 increase or decrease in the volume of securities offered (if
                 the total dollar value of securities offered would not exceed
                 that which was registered) and any deviation from the low or
                 high and of the estimated maximum offering range may be
                 reflected in the form of prospectus filed with the Commission
                 pursuant to Rule 424(b) if, in the aggregate, the changes in
                 volume and price represent no more than a 20 percent change in
                 the maximum aggregate offering price set forth in the
                 "Calculation of Registration Fee" table in the effective
                 registration statement;

                                     Page 4
5

                       (iii)      To include any material information with
                 respect to the plan of distribution not previously disclosed
                 in the Registration Statement or any material change to such
                 information in the Registration Statement;

         provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do 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
         Exchange Act that are incorporated by reference in the Registration
         Statement.

                 (2)      That, for the purpose of determining any liability
         under the Securities Act, each such post-effective amendment shall be
         deemed to be a new registration statement 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, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in the Registration Statement shall be deemed to be a new
registration statement relating to the securities offered 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 by the registrant for liabilities
arising under the Securities Act may be permitted to directors, officers and
controlling persons of the registrant pursuant to the provisions described in
Item 6, or otherwise, the registrant has been advised that in the opinion of
the Commission such indemnification is against public policy as expressed in
the Securities Act and is, therefore, unenforceable.  In the event that a claim
for indemnification by the registrant 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 Securities Act and will be governed by the final adjudication
of such issue.

                  [Remainder of page intentionally left blank]

                                     Page 5
6

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act, 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 or amendment thereto to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of San Diego, State of California, on
April 22, 1997.

                                      AURORA ELECTRONICS, INC.

                                      By: /s/ Jim C. Cowart 
                                          -------------------------------------
                                          Jim C. Cowart
                                          Chairman and Chief Executive Officer

                                      By: /s/ John P. Grazer 
                                          -------------------------------------
                                          John P. Grazer
                                          President and Chief Financial Officer

                                     Page 6
7

                               POWER OF ATTORNEY

         Each person whose signature appears below hereby constitutes and
appoints Jim C. Cowart and John P. Grazer, his true and lawful attorney-in-fact
and agent with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, and
hereby grants to such attorney-in-fact and agent full power and authority to do
and perform each and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent or his
substitute or substitutes may lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement or amendment thereto has been signed by the following
persons in the capacities and on the dates indicated:
Signature                                           Date
       ---------                                           ----
/s/ Jim C. Cowart                                    April 22, 1997
------------------------------------                                 
Jim C. Cowart
Chairman and Chief Executive Officer

/s/ David A. Lahar                                   April 22, 1997
------------------------------------                                
David A. Lahar
Director

/s/ Thomas E. McInerney                              April 22, 1997
------------------------------------                                 
Thomas E. McInerney
Director

/s/ Richard H. Stowe                                 April 22, 1997
------------------------------------                                 
Richard H. Stowe
Director

/s/ William K. Watkins, Jr.                          April 22, 1997
------------------------------------                                
William K. Watkins, Jr.
Director
Page 7
8
/s/ Amin J. Khoury                                   April 22, 1997
------------------------------------                                 
Amin J. Khoury
Director

/s/ Harvey B. Cash                                   April 22, 1997
------------------------------------                                 
Harvey B. Cash
Director
Page 8
9
                               INDEX TO EXHIBITS
Exhibit Number                        Exhibit
-------------------------------------------------------------------------------
4.1*                Aurora Electronics, Inc. 1997 Employee Stock Bonus Plan

5.1*                Opinion of Hughes & Luce, L.L.P.

23.1*               Consent of Hughes & Luce, L.L.P. (Contained in Exhibit 5.1)

23.2*               Consent of Arthur Anderson LLP

24.1*               Power of Attorney (Contained at pp. 7-8)
*        Filed herewith

                                     Page 9