As filed with the Securities and Exchange
                        Commission on December 3, 1999.
                              Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                            OSICOM TECHNOLOGIES, INC.
             (exact name of registrant as specified in its charter)

                           New Jersey 3672 22-2367234
          (State or other (Primary Standard Industrial (I.R.S. Employer
         jurisdiction of Classification Code Number) Identification No.)
                                  incorporation
                                or organization)

                           2800 28th Street, Suite 100
                         Santa Monica, California 90405
                                 (310) 581-4030
          (Address, including zip code, and telephone number, including
                  area code, of registrant's principal offices)

                                   PAR CHADHA
                             Chief Executive Officer
                            Osicom Technologies, Inc.
                           2800 28th Street, Suite 100
                         Santa Monica, California 90405
                                 (310) 581-4030
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                    Copy to:
                             W. RAYMOND FELTON, ESQ.
                Greenbaum, Rowe, Smith, Ravin, Davis & Himmel LLP
                            Metro Corporate Campus I
                              Post Office Box 5600
                          Woodbridge, New Jersey 07095
                                 (732) 549-5600

                  Approximate date of commencement of proposed
                sale to the public: As soon as practicable after
                 this Registration Statement becomes effective.

         If the only securities  being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, check the following box.

         If any of the  securities  being  registered  on  this  Form  are to be
offered on a delay or continuous basis pursuant to Rule 415 under the Securities
Act of 1933, check the following box.
<PAGE>
2
                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>

                                    Proposed          Proposed
Title of each                       Maximum           Maximum
Class of                            Offering          Aggregate         Amount of
Securities to     Amount to be      Price per         Offering          Registration
to be Registered  Registered        Share             Price (2)         Fee
---------------- ------------       ---------         -----------      ------------

<S>               <C>               <C>              <C>               <C>

Common Stock,
$0.30 par value   2,385,555         (2)              $27,697,342       $7,699.86

</TABLE>



(1) In addition,  this registration  statement also covers any additional shares
of  common  stock  which  become  issuable  under the  plans  described  in this
registration   statement  by  reason  of  any  stock   dividend,   stock  split,
recapitalization,  or other similar transaction  effected without the receipt of
consideration which results in an increase in the number of Osicom's outstanding
shares of common stock.

(2) These  shares of common  stock  represent  the  shares of common  stock with
respect  to which  options  have  been  granted  under  the 1997  Incentive  and
Non-Qualified  Stock Option Plan,  the 1997 Director Stock Option Plan, the 1988
Stock Option Plan and certain other shares granted  employees,  consultants  and
directors of Osicom.  Options to purchase  2,276,066 shares have been granted to
certain  employees  and  directors  of Osicom at  exercise  prices from $3.00 to
$37.25  per share.  The  balance  of  109,489  shares  under the plans are to be
offered at prices not  presently  determinable.  Pursuant  to Rule  457(h),  the
offering price for such shares is estimated  solely for the purpose of computing
the  registration  fee and is based on the closing  price of the common stock on
December 2, 1999,  $21.75,  as reported on The Nasdaq  National Market System of
the National Association of Securities Dealers, Inc.

           Osicom  hereby  amends this  Registration  Statement  on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further  amendment  which  specifically  states  that  this  Registration
Statement shall  thereafter  become effective in accordance with Section 8(a) of
the  Securities  Act of 1933 or until the  Registration  Statement  shall become
effective on such date as the Commission,  acting pursuant to said Section 8(a),
may determine.





<PAGE>



                                   PROSPECTUS


                            OSICOM TECHNOLOGIES, INC.

               1997 INCENTIVE AND NON-QUALIFIED STOCK OPTION PLAN
                         1997 DIRECTOR STOCK OPTION PLAN
                       AMENDMENT TO 1988 STOCK OPTION PLAN

                                    2,385,555
                             SHARES OF COMMON STOCK
                           (PAR VALUE $0.30 PER SHARE)


     The majority of the options for shares of the common stock,  $.30 par value
per share of Osicom Technologies, Inc. covered by this prospectus have been, and
may in the future be, granted by Osicom to employees,  officers and directors of
Osicom under the 1997  Incentive and  Non-Qualified  Stock Option Plan, the 1997
Director  Stock Option Plan and the Amendment to the 1988 Stock Option Plan. The
remainder  of the  options  are  non-qualified  options  held by  employees  and
consultants of Osicom.  Options  covering  2,276,066 shares have been granted to
certain  Osicom  employees,  consultants  and directors.  Additional  options to
acquire up to 109,489  shares remain  available for grant under the plans.  Each
employee  receiving an option is offered the  opportunity to purchase the number
of  shares  specified  in such  option  at a price  and on the  terms  set forth
therein.  Certain of the shares covered by this  prospectus  have been issued to
officers,  directors and employees of Osicom as compensation  for services.  The
sale of these shares by such officers are restricted.

          The net proceeds of the offering  covered by this  prospectus  are not
now  determinable as the proceeds will depend upon the number of shares offered,
the number of shares purchased, prevailing market prices and expenses incurred.

          Optionees should consult with legal counsel  concerning the shares and
tax law implications of his acquisition or sale of shares under the plans.

          Any officer, director or beneficial owner of more than 10% of Osicom's
common  stock who holds an option  under any of the plans  should  consider  the
applicability of Section 16 of the Securities  Exchange Act of 1934, as amended,
in  connection  with the  exercise of any option and the sale of any of Osicom's
common stock acquired thereby.

          The  principal  executive  office of Osicom  is  located  at 2800 28TH
Street, Santa Monica, California 90405and the telephone number of such office is
(310) 581- 4030.


          THESE  SECURITIES  HAVE  NOT  BEEN  APPROVED  OR  DISAPPROVED  BY  THE
SECURITIES  AND  EXCHANGE  COMMISSION  NOR HAS THE  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 December 3, 1999.
<PAGE>

           No person has been  authorized to give any information or to make any
representation  (not contained in this Prospectus),  and, if given or made, such
information or representation  must not be relied upon as having been authorized
by Osicom. Neither the delivery of this prospectus nor any sale made through its
use shall  imply that the  information  has not  changed  since the date of this
prospectus.





<PAGE>



                                TABLE OF CONTENTS


                                                                        PAGE

AVAILABLE INFORMATION....................................................4

INTRODUCTION............................................................ 5

PURPOSE AND ADMINISTRATION OF PLAN...................................... 5

DESCRIPTION OF PLANS.....................................................6

RESTRICTIONS ON RESALE OF COMMON STOCK..................................10

DESCRIPTION OF CAPITAL STOCK............................................11

         General........................................................11
         Common Stock...................................................11
         Transfer Agent.................................................11

LEGAL MATTERS...........................................................11

ADDITIONAL INFORMATION..................................................11

INCORPORATION OF CERTAIN INFORMATION BY
 REFERENCE..............................................................12







<PAGE>


                              AVAILABLE INFORMATION

       Osicom 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  and  other  information  with the
Securities  and Exchange  Commission  (the  "Commission").  Such reports,  proxy
statements  and other  information  can be  inspected  and  copied at the public
reference  facilities  maintained by the  Commission at 450 Fifth Street,  N.W.,
Washington,  D.C. 20549 and at the regional offices of the Commission located at
500 West Madison Street,  Chicago,  Illinois 60601 and 7 World Trade Center, New
York,  New York 10048.  Copies of such  material can be obtained from the Public
Reference Section of the Commission at 450 Fifth Street, N.W., Washington,  D.C.
20549 at prescribed rates.

       Osicom's common stock is quoted on the NASDAQ National Market System, and
such reports,  proxy  statements and other  information can also be inspected at
the offices of NASDAQ Operations, 1735 K Street, N.W., Washington, D.C.

       This prospectus omits certain  information  contained in the registration
statement on file with the Commission with respect to the shares offered hereby.
The  information  omitted may be obtained  from the  Commission's  office at 450
Fifth Street, N.W., Washington,  D.C. upon payment of the fees prescribed by the
rules and regulations of the Commission, or examined there without charge.

       Osicom will provide  without charge to each person to whom a copy of this
prospectus  has been  delivered,  upon the  written or oral  request of any such
person,  a copy of any or all of the documents  incorporated by reference in the
registration statement of which this Prospectus forms a part (excluding exhibits
to such documents unless specifically  incorporated by reference).  Requests for
such  copies  should  be  directed  to  Investor  Relations  Department,  Osicom
Technologies, Inc., 2800 28th Street, Suite 100, Santa Monica, California 90405,
(310) 581-4030.

       Osicom furnishes its shareholders with annual reports  containing audited
financial statements.


                                  INTRODUCTION

         Osicom  adopted the plans and an amendment to the 1998 plan to increase
the number of shares  reserved under the 1988 plan,  pursuant to a resolution of
its Board of  Directors  effective  September  24, 1997 and the  approval by its
shareholders on December  12,1997.  Under the plans,  Osicom may offer shares to
employees,  officers and  directors in  accordance  with the terms of the plans.
These offers are, or will be, made at the prices and on the terms and conditions
contained in the stock option  agreements  between  Osicom and the recipients of
stock option grants.

       Osicom's  principal  executive offices and telephone number are set forth
on the cover page of this prospectus.

       The  following  is a summary of each of the plans,  which is qualified in
its entirety by reference to the plans and certain other  agreements  which have
been filed  previously  with the  Securities  and  Exchange  Commission  and are
incorporated by reference in the registration statement on Form S-8 of which the
prospectus is a part.

<PAGE>

                              DESCRIPTION OF PLANS

Osicom 1997 Incentive and Non-Qualified Stock Option Plan

         Shares  Reserved  for  Issuance.  Pursuant  to the  terms of the  plan,
1,000,000  shares of common stock are reserved for issuance.  In the event there
is any  change  in the  number of issued  shares of the  common  stock of Osicom
without  new  consideration  to  Osicom  (such  as by stock  dividends  or stock
splits),  the number of shares  reserved for issuance under the plan, the number
of shares  subject to any  outstanding  option and the option price per share of
each outstanding  stock option shall be appropriately  adjusted.  Similarly,  if
Osicom is a party to a merger,  consolidation,  reorganization,  sale or similar
occurrence, equitable adjustment in the options may be made.

         Administration  of Plan; Award of Options.  The plan is administered by
the Board of Directors.  Pursuant to its authority,  the Board may grant options
to purchase  shares of common stock  reserved under the plan to all employees of
Osicom.

         Amendments.  The  Board of  Directors  may  amend  the plan as it deems
advisable.  No amendment may,  without further  approval of the  shareholders of
Osicom within twelve months before or after the date on which such amendment was
adopted,  (a)  increase the total number of shares which may be made the subject
of options  granted  under the plan,  (b) change the manner of  determining  the
option  price,  (c) change the  criteria  of  determining  which  employees  are
eligible to receive  options,  (d) extend the period during which options may be
granted or exercised,  or (e) withdraw the  administration  of the plan from the
Board of Directors.

     Vesting. Options granted to employees under the plan are to vest and become
exercisable  as specified in each grant  provided  that certain  conditions  are
satisfied.  For a description  of these  conditions,  see the  subsection  below
entitled "Termination of Employment."

         Exercise  Period.  The options  granted to employees under the plan may
not be  exercised  more than ten (10) years  after the date of grant or five (5)
years after the date of grant in the case of an  incentive  option  granted to a
10% shareholder.

         Termination of Employment.  Outstanding incentive stock options must be
exercised during employment with Osicom or within three months after termination
of  employment  with  Osicom  (other  than  by  reason  of  death  or  permanent
disability,  in which  case they must be  exercised  within  three  years  after
termination).  In addition, options are exercisable only to the extent that they
are vested as of the date of termination of employment.

         Nontransferability.  Each incentive stock option granted under the plan
is not  transferable  by the holder  except by will or the laws of  descent  and
distribution  of the state  wherein the holder is  domiciled  at the time of his
death.  If the  administrator  makes an option  transferable,  such option shall
contain additional terms and conditions as the administrator deems appropriate.

         Sale of Osicom.  In the case of (i) a merger or consideration of Osicom
with or into another  corporation or entity; or (ii) the sale or distribution of
all or substantially  all of the assets of Osicom, or (iii) an offer to purchase
at least a majority of Osicom's  outstanding  common stock or a tender offer for
the common stock which offer is accepted; all outstanding options may be assumed
or  equivalent  options may be  substituted  by the successor  corporation  or a
parent or subsidiary  thereof.  In the event an option is assumed or substituted
for, the option or  substituted  option shall  continue to be  exercisable as it
would have been in the absence of the  transaction  for


<PAGE>

so long as the  optionee
serves  as a  employee  of the  successor  corporation.  If,  following  such an
assumption or  substitution,  the optionee's  status as a employee is terminated
other than as a result of his or her voluntary  resignation,  his or her options
shall become fully  exercisable  and shall be exercisable for such period during
which options may generally be exercised  under the plan by an individual who is
no longer an employee.

         Federal  Income Tax  Treatment  of  Options.  The options to be granted
under the 1997 Plan may be deemed to be  qualified or  non-qualified  within the
meaning of the Code, in the discretion of the board of directors.  Generally, an
optionee will  recognize  ordinary  income upon the exercise of a  non-qualified
stock option (or, if the stock  subject to the option is  restricted  within the
meaning  of Code  Section  83 and the  optionee  does  not  otherwise  elect  to
recognize  income  upon the  exercise of the stock  option,  at such time as the
shares become  transferable  or are no longer  subject to a substantial  risk of
forfeiture)  in an amount  equal to the excess (if any) of the fair market value
of the shares purchased at the time of exercise over the exercise price.  Osicom
will be entitled to an income tax  deduction  in the same amount and at the same
time as the optionee  recognizes such income. Upon the sale of shares which were
purchased upon the exercise of an option,  the optionee will  recognize  capital
gain or loss measured by the difference  between the amount realized on the sale
and the fair  market  value of the  shares  at the time  income  was  previously
recognized in connection  with the exercise (or possibly the grant) of the stock
option.  Such capital gain or loss will be short-term  or  long-term,  depending
upon the length of time the shares were held by the optionee.



Osicom 1997 Director Stock Option Plan

         Shares  Reserved  for  Issuance.  Pursuant  to the  terms of the  plan,
133,337  shares of common stock are reserved  for  issuance  thereunder.  In the
event  there is any  change in the number of issued  shares of the common  stock
without new  consideration  to the company (such as by stock  dividends or stock
splits),  the number of shares  reserved for issuance under the plan, the number
of shares  subject to any  outstanding  option and the option price per share of
each outstanding stock option shall be appropriately adjusted. Similarly, if the
company  shall be  party to a  merger,  consolidation,  reorganization,  sale or
similar occurrence, equitable adjustment in the options may be made.

         Administration  of Plan; Award of Options.  Options may only be granted
to outside  (non-employee)  directors  under the plan. The plan provides that no
person shall have any  discretion  to select which  outside  directors  shall be
granted  options or to  determine  the number of shares to be covered by options
granted to outside  directors.  Each  outside  director  shall be  automatically
granted an option to purchase  eleven  thousand six hundred  sixty-six  (11,667)
shares  on the date on which the  person  first  becomes  an  outside  director,
provided,  however, that a director who is an employee and who then ceases to be
an employee but who remains a director,  shall not receive such an option.  Each
outside director shall also automatically be granted an option to purchase eight
thousand  three hundred  thirty three (8,333)  shares on the date  following the
date of Osicom's annual  stockholder's  meeting each year, provided he or she is
then an outside director.

         Amendments.  The  Board of  Directors  may  amend  the plan as it deems
advisable.  However, no amendment shall be made which would impair the rights of
an optionee under any grant theretofore made, without his or her consent.
<PAGE>

         Vesting.  The options  granted shall be  immediately  exercisable as to
1/12th of the shares  subject  thereto  and shall  become  exercisable  as to an
additional 1/12th of the shares subject thereto each month thereafter,  provided
that the optionee continues to serve as an outside director on such date.

         Term of Plan.  The plan shall continue in effect for a term of ten (10)
 years.

         Exercise  Period.  An option  granted to an outside  director under the
plan may not be  exercised  more than ten (10) years after the date on which the
option is granted.

         Exercise Price.  The exercise price per share shall be the fair market
value of the shares on the date of grant of the option.

         Termination  of  Status  as a  Director.  Outstanding  options  must be
exercised  while the optionee is a director of the company or within three years
after the termination of optionee's status as a director.  In addition,  options
are exercisable  only to the extent that they are vested as of the date on which
optionee's status as a director terminates and are in no event exercisable after
the expiration of the ten (10) year term of the option.

         Nontransferability.   Each  option   granted  under  the  plan  is  not
transferable  by  the  holder  except  by  will  or  the  laws  of  descent  and
distribution and may be exercised,  during the lifetime of the optionee, only by
the optionee.  If the administrator  makes an option  transferable,  such option
shall  contain  additional  terms  and  conditions  as the  administrator  deems
appropriate.

         Merger or Asset Sale of the Company. In the case of (i) a merger of the
company with or into another corporation;  or (ii) the sale of substantially all
of the  assets  of the  company;  all  outstanding  options  may be  assumed  or
equivalent  options may be substituted by the successor  corporation or a parent
or subsidiary thereof. In the event an option is assumed or substituted for, the
option or  substituted  option shall continue to be exercisable as it would have
been in the absence of the  transaction  for so long as the optionee serves as a
director of the  successor  corporation.  If,  following  such an  assumption or
substitution,  the optionee's status as a director is terminated other than as a
result of his or her  voluntary  resignation,  his or her options  shall  become
fully  exercisable and shall be exercisable for such period during which options
may generally be exercised  under the plan by an  individual  who is no longer a
director.

         Federal  Income Tax  Treatment  of  Options.  The options to be granted
under the plan are  non-qualified  within the  meaning of the  Internal  Revenue
Code. Generally, an optionee will recognize ordinary income upon the exercise of
a  non-qualified  stock  option  (or,  if the  stock  subject  to the  option is
restricted  within the  meaning of Code  Section  83 and the  optionee  does not
otherwise  elect to recognize  income upon the exercise of the stock option,  at
such  time as the  shares  become  transferable  or are no longer  subject  to a
substantial risk of forfeiture) in an amount equal to the excess (if any) of the
fair  market  value of the shares  purchased  at the time of  exercise  over the
exercise  price.  The company will be entitled to an income tax deduction in the
same amount and at the same time as the optionee  recognizes  such income.  Upon
the sale of shares  which were  purchased  upon the  exercise of an option,  the
optionee will recognize capital gain or loss measured by the difference  between
the amount  realized on the sale and the fair market  value of the shares at the
time income was  previously  recognized in  connection  with the exercise of the
stock  option.  Such  capital  gain or loss  will be  short-term  or  long-term,
depending upon the length of time the shares were held by the optionee.
<PAGE>


1988 Stock Option Plan

         Registration  statements  relating  to the 1988 Stock  Option Plan were
filed with the  Securities  and  Exchange  Commission  on November  29, 1993 and
January  21,  1993 with  respect to certain  of the shares  under this Plan.  On
December 12, 1997,  the  shareholders  approved an additional  666,667 shares to
increase in the shares  reserved  under the plan to 1,466,667.  The amendment to
the plan  permitted  the  Company to meet the  outstanding  commitments  made to
various  employees  with respect to the granting of incentive  options under the
plan. The shares underlying the remaining 563,629 outstanding options under this
Plan are covered this Prospectus.

         Award  of  Options.  Options  may be  granted  under  the  Plan  to all
employees  (including  employees  who  are  officers  and/or  directors)  of the
Company. There is no specific limitation on the number of Shares with respect to
which options may be granted to any individual under the Plan. However, the Plan
provides that the aggregate fair market value,  determined at the time an option
is granted,  of the common stock with respect to which  incentive  stock options
are  exercisable  for the first time by a  participant  during any calendar year
(under all such plans the Company has or may  hereafter  adopt) shall not exceed
$100.000.00.  Non-qualified  stock  options  covering  563,629  Shares have been
granted to certain employees of the Company.

         Period of Plan; Amendments. No options was granted under the Plan after
February  26,  1998.  The  Board of  Directors  may  amend  the Plan as it deems
advisable. No amendment may, without further approval of the shareholders of the
Company  within twelve  months before or after the date on which such  amendment
was  adopted,  (a)  increase  the total  number of shares  which may be made the
subject of options  granted  under the Plan,  either in the  aggregate or to any
individual employee,  (b) change the manner of determining the option price, (c)
change the  criteria of  determining  which  employees  are  eligible to receive
options, (d) extend the period during which options may be granted or exercised,
(e) withdraw the administration of the Plan from the Board of Directors,  or (f)
take any action which  requires  shareholder  approval under Section 422A of the
Internal  Revenue  Code of  1986,  as  amended  (the  "Code"),  or the  Treasury
regulations (the "Regulations") promulgated thereunder.

         Exercise Period.  Options granted under the Plan are exercisable,  when
vested,  in such  installments and for such periods as specified by the Board of
Directors at the time of grant, but may, in no circumstance, be exercisable more
than ten  years  after  the date of  grant  in the case of  non-qualified  stock
options.  However,  incentive stock options granted to an employee who, prior to
the date of grant, holds more than 10% of the total combined voting power of all
classes of stock of the Company (or, if applicable,  of any parent or subsidiary
corporations  ("10%  Shareholder"))  may not be exercisable more than five years
from the date of grant.  As of November 16, 1993, 149, 200 options granted under
the Plan had been exercised.

         Vesting.  Options granted to employees under the plan are to vest and
become exercisable as specified in each grant provided certain conditions are
specified.  For a description of these conditions, see the subsection below
entitled "Termination of Employment."

         Termination of Employment.  Outstanding options may be exercised during
employment  with the  Company  or  within  three  months  after  termination  of
employment  with the Company (other than by reason of death).  If termination is
by reason of the death of an optionee, any option exercisable  immediately prior
to  the  optionee's  death  may be  exercised  by the  legal  representative  or
beneficiary of the optionee's estate within twelve months after the death of the
optionee (but not after the basic term of the option) with respect to the number
of Shares eligible for purchase on the date of death.
<PAGE>


         Option  Price.  The Plan provides that the option price with respect to
each option will be determined by the Plan's administrators, but, in the case of
incentive  stock  options,  shall not be less than  100%  (110%,  in the case of
incentive stock options granted to 10% Shareholders) of the fair market value of
the Common Stock on the date the option is granted.  Payment of the option price
shall be made in cash or certified check.

         Nontransferability.   Each  option   granted  under  the  plan  is  not
transferable  by  the  holder  except  by  will  or  the  laws  of  descent  and
distribution  of the State  wherein the holder is  domiciled  at the time of his
death.

Federal Income Tax Treatment of Incentive and Non-Qualified Stock Options

         Currently,  an employee will not be deemed to have realized income upon
the grant of a  non-qualified  stock  option  unless  the  option  has a readily
ascertainable  fair  market  value  at the  time it is  granted.  Generally,  an
employee will  recognize  ordinary  income upon the exercise of a  non-qualified
stock option (or, if the stock  subject to the option is  restricted  within the
meaning  of Code  Section  83 and the  employee  does  not  otherwise  elect  to
recognize  income  upon the  exercise of the stock  option,  at such time as the
Shares become  transferable  or are no longer  subject to a substantial  risk of
forfeiture)  in an amount  equal to the excess (if any) of the fair market value
of the Shares purchased,  at the time of exercise,  over the exercise price. The
company  will be  entitled to deduct an amount  equal to the amount  included as
income by the employee for the Company's  taxable year which  includes the close
of the employee's taxable year in which the income is included by the employee.

         An employee  will also not be deemed to have  received  income upon the
grant of an incentive stock option or, except as noted below,  upon the exercise
of such option.  Unless shares acquired upon exercise are disposed of within two
years of the date of grant or within one year of exercise, upon the sale of such
shares,  the optionee will generally  recognize capital gain or loss measured by
the  difference  between the amount  realized on the sale and the price paid for
the shares.  If a sale is made prior to either of such dates, an optionee's gain
on the sale of the shares  will be treated as  ordinary  income to the extent of
the lesser of the excess of the fair  market  value of the shares at the time of
exercise over the option price and the excess of the amount realized on the sale
of stock over the option  price.  The Company will be allowed a deduction at the
time of sale in the amount of the ordinary  income  recognized  by the optionee.
The balance of any gain  realized  will be treated as  long-term  or  short-term
capital  gain,  depending  upon the length of time the  shares  were held by the
optionee.

         Generally,  the excess of the fair market value of an  incentive  stock
option at the time of  exercise  (or,  if the  stock  subject  to the  option is
restricted  within the  meaning of Code  Section  83, at such time as the shares
become  transferable  or  are  not  longer  subject  to a  substantial  risk  of
forfeiture),  over the option price  constitutes  an item of tax  preference for
purposes of the alternative minimum tax. Thus, under certain circumstances,  the
exercise  of an  incentive  stock  option  will  result  in a tax at the time of
exercise.

         There can be no assurance that the Code or the Regulations  promulgated
thereunder will not be amended to change these tax consequences.

         Reference  should be made to the applicable  provisions of the code and
to the Regulations  promulgated  thereunder for more detailed  information as to
the tax  treatment of options  granted  pursuant to the Plan.  Optionees  should
consult their tax advisors with specific  reference to their own tax  situations
and with regard to potential changes in the applicable laws.

<PAGE>


                     RESTRICTIONS ON RESALE OF COMMON STOCK

       While the plans do not place  restrictions  on resales of shares acquired
thereunder,  shares  acquired  under the plans by an  "affiliate" as the term is
defined in Rule 405 under the  Securities  Act of 1933,  as amended (the "Act"),
may only be resold  pursuant to the  registration  requirements of the Act, Rule
144, or another applicable exemption therefrom.  Generally, sales of securities,
including shares, are subject to the antifraud  provisions  contained in federal
and state securities laws.  Acquisitions (including acquisitions under the Plan)
and  dispositions  of shares by an officer,  director or certain  affiliates  of
Osicom  within  any  six-month  period  may give  rise to the right of Osicom to
recapture  any profit from such  transactions  pursuant to Section  16(b) of the
Securities Exchange Act of 1934.

       It  is  advisable  for  a  participant  to  consult  with  legal  counsel
concerning the securities  law  implications  of his exercise of options and his
acquisition or disposition of shares under the plans.

                          DESCRIPTION OF CAPITAL STOCK

General

       Osicom is authorized  to issue  16,666,667  shares of common  stock,  par
value $0.30 per share and 2,000,000 shares of preferred  stock,  $0.01 par value
per share.  As of the date of this  prospectus,  there are 11,107,666  shares of
common stock outstanding.

Common Stock.

       Each share of common  stock has one vote on all matters  presented to the
shareholders.  Since the common stock does not have cumulative voting rights the
holders of more than 50% of the shares may,  if they choose to do so,  elect all
of the directors,  and, in that event,  the holders of the remaining shares will
not be able to elect any of Osicom's directors.  The holders of common stock are
entitled to receive dividends when, as and if declared by the Board of Directors
out  of  funds  legally  available  therefor.   In  the  event  of  liquidation,
dissolution or winding up of Osicom, the holders of common stock are entitled to
share ratably in all assets  remaining  available for distribution to them after
payment of liabilities and after provision for claims against Osicom. Holders of
shares  of  common  stock,  as such,  have no  conversion,  preemptive  or other
subscription  rights, and there are no redemption  provisions  applicable to the
common stock. All of the outstanding  shares of common stock are, and the shares
of common stock offered hereby, when issued against payment of the consideration
set forth in this prospectus, will be, fully paid and nonaccessable.

Transfer Agent.

       The  registrar and transfer  agent for Osicom's  common stock is American
Stock Transfer Company, 40 Wall Street, New York, New York 10005.


                                  LEGAL MATTERS

       The  legality of the shares  offered by this  prospectus  has been passed
upon by Greenbaum,  Rowe,  Smith,  Ravin,  Davis & Himmel LLP,  Woodbridge,  New
Jersey.

<PAGE>

                             ADDITIONAL INFORMATION

       This prospectus  constitutes a part of a Registration  Statement filed by
Osicom with the Securities and Exchange  Commission,  Washington,  D., under the
Securities  Act of  1933.  This  Prospectus  omits  certain  of the  information
contained  in the  Registration  statement  and  reference is hereby made to the
Registration  Statement  and  to  the  exhibits  relating  thereto  for  further
information  with respect to Osicom and the securities to which this  Prospectus
relates.  Statements herein contained  concerning the provisions of any document
it are not necessarily complete, and, in each instance, reference is made to the
copy of such document filed as an exhibit to the  Registration  Statement.  Each
such statement is qualified in its entirety by such reference.


                INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

 The following  documents  filed by Osicom with the  Commission  pursuant to the
Exchange  Act (File No.  0-15810) are hereby  incorporated  by reference in this
prospectus, except as otherwise superseded or modified herein:

     The Company's  Annual Report on Form 10-K for the fiscal year ended January
     31,  1999.  The  Company's  Quarterly  Report on Form  10-Q for the  fiscal
     quarter ended April 30, 1999. The Company's  Quarterly  Report on Form 10-Q
     for the fiscal quarter ended July 31, 1999.

     All documents  subsequently filed by Osicom pursuant to Sections 13(a),
     13(c), 14 or 15(d) of the Exchange Act, prior to the termination of the
     offering  shall be deemed to be  incorporated  by  reference  into this
     Prospectus.

          Any statement  contained in any document  incorporated or deemed to be
incorporated  by reference  herein shall be deemed to be modified or  superseded
for the  purposes of this  Prospectus  to the extent that a statement  contained
herein or in any other  subsequently  filed documents which 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 Prospectus.

         Osicom  will  furnish  without  charge  to each  person  including  any
beneficial owner, to whom this prospectus is delivered, upon his written or oral
request, a copy of any or all of the documents referred to above which have been
incorporated  into this  prospectus  by reference  (other than  exhibits to such
documents). Requests for such copies should be directed to:

                            OSICOM TECHNOLOGIES, INC.
                           2800 28th Street, Suite 100
                         Santa Monica, California 90405
                 Attention: Par Chadha, Chief Executive Officer
                                 (310) 581-4030




<PAGE>




 No  dealer,  salesperson  or  other  person  has  been  authorized  to give any
information  or to make any  representations  in  connection  with this offering
other  than those  contained  in this  Prospectus  and,  if given or made,  such
information or representations must not be relied upon as having been authorized
by  Osicom.  This  Prospectus  does  not  constitute  an  offer  to  sell  or  a
solicitation  of an offer to buy by anyone  in any  jurisdiction  in which  such
offer or  solicitation  is not  authorized,  or in which the person  making such
offer or  solicitation is not qualified to do so, or to any person to whom it is
unlawful  to make such  offer or  solicitation.  Neither  the  delivery  of this
Prospectus nor any sale made hereunder shall, under any circumstances, create an
implication that here has not been any change in the affairs of Osicom since the
date hereof.





                                TABLE OF CONTENTS





                                                       OSICOM TECHNOLOGIES, INC.
                                                   Page
Available Information................................4
Introduction.........................................5
Description of Plans.................................6        PROSPECTUS
Restrictions on Resale of Common Stock...............10   2,385,555 Shares of
Description of Capital Stock ........................11       Common Stock
Legal Matters........................................11
Additional Information...............................11
Incorporation of Certain
 Information By Reference............................12




<PAGE>




                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

         Item 14.  Other Expenses of Issuance and Distribution.

         The  registrant  estimates  expenses in  connection  with the  offering
         described in this Registration Statement will be as follows:

Item             Amount

Securities and Exchange Commission Registration Fee       $7,699.86
Printing and Engraving Expenses                              100.00
Accountants' Fees and Expenses                             2,500.00
Legal Fees and Expenses                                    2,000.00
Miscellaneous                                                100.14
                                                          ----------
              Total                                      $12,400.00



Item 15.  Indemnification of Directors and Officers.

         The  description  set  forth  under  the  caption  "Indemnification  of
Directors  and Officers" in the  Company's  Registration  Statement on Form S-4,
filed September 6, 1996, No. 33-10667, is incorporated herein by reference.

         Item 16.          Exhibits.

    Exhibit Number         Description of Document

         2.       Stock Purchase Agreement dated as of June 1, 1996 between
                  Osicom and BWA (A)
         3.1      Restated Certificate of Incorporation dated June 14, 1988 (B)
         3.2      Amended and Restated By-Laws of Registrant (C)
         3.3      Series A Preferred Stock Certificate of Designation (D)
         3.4      Series B Preferred Stock Certificate of Designation (A)
         3.5      Series C Preferred Stock Certificate of Designation (A)
         3.6      Series D Preferred Stock Certificate of Designation (E)
         3.7      Series E Preferred Stock Certificate of Designation - (F)
         3.8      Series B Preferred Stock Certificate of Designation - (F)
         3.9      Certificate of Amendment to the Certificate of Incorporation
                  dated January 16, 1998 - (O)
         3.10     Certificate of Amendment to the By-Laws dated January 30, 1998
                  - (O)
         4.1      Stock Option Agreement by and between the Registrant and
                  United Jersey Bank dated as of February 28, 1991 (D)
         4.2      Incentive Stock Option Plan, as amended (G)
         4.3      1988 Stock Option Plan (G)
         4.4      1997 Incentive and Non-Qualified Stock Option Plan (H)
         4.5      1997 Directors Stock Option Plan (H)
         10.1     Line of Credit Agreement with Coast Business Credit dated May
                  28, 1995 and Modification dated January 31, 1996 (I)
         10.2     Acquisition Agreement of Dynair Electronics, Inc. dated May
                  31, 1995 (J)
         10.3     Acquisition Agreement of Rockwell Network Systems, Inc. dated
                  January 31, 1996 (K)
         10.4     Acquisition Agreement of Digital Products, Inc. dated as of
                  July 1, 1996 (L)
         10.5     Acquisition Agreement of Cray Communications, Inc. dated as of
                  July 1, 1996 (M)
         10.7     Share Purchase Agreement of Asia Broadcasting and
                  Communications Network, Ltd. dated as of March 20, 1996 (N)
         10.8     Cooperation and Supply Agreement with Asia Broadcasting and
                  Communications Network, Ltd. dated as of March 21, 1997 (N)
         21       Subsidiaries of the Registrant - (O)
         23.1     Consent of BDO Seidman LLP
         23.2     Consent of Arthur Andersen & Co., L.L.P.
         23.3     Consent of Greenbaum, Rowe, Smith, Ravin, Davis & Himmel LLP
                  (included in opinion filed as Exhibit 5)
         ----------------

         The  foregoing  are  incorporated  by reference  from the  Registrant's
filings as indicated:

A                 Form S-4 dated September 6, 1996
B                 Form 10-QSB for the quarter ended July 31, 1996
C                 Form 10-K for the year ended January 31, 1988
D                 Form 10-K for the year ended January 31, 1993
E                 Form S-3 dated February 25, 1997
F                 Form 10-KSB for the year ended January 31, 1997
G                 Proxy Statement dated May 13, 1988
H                 Proxy Statement dated November 21, 1997
I                 Form 10-KSB for year ended January 31, 1996
J                 Form 8-K dated June 8, 1995
K                 Form 8-K dated February 2, 1996
L                 Form 8-K dated September 12, 1996
M                 Form 8-K dated September 23, 1996
N                 Form 8-K dated April 10, 1997
O                 Form 10-KSB for the year ended January 31, 1998
--------------------

NOTE:  Certain  previously  filed exhibits are no longer being  incorporated  by
reference (and  therefore not  numerically  listed) as the underlying  documents
have either expired or are no longer material or relevant.


         Item 17.        Undertakings.

         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 this
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.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  registrant,  the  registrant  has
<PAGE>

been  advised  that in the  opinion  the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Securities Act of 1933 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 express in the Act and
will be  governed  by the final  adjudication  of such  issue.  The  undersigned
registrant hereby undertakes:

     (1) To file,  during any period in which  offers or sales are being made of
the  securities   registered   hereby,  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  in  the  aggregate,  represent  a
fundamental  change in the information set forth in the Registration  Statement;
and

     (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 the  undertakings  set forth in  paragraphs  (i) and (ii)
above do not apply if the Registration  Statement is on Form S-3 or Form S-8 and
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.

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

     (5) 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.


<PAGE>

                                  SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant  certifies that it has reasonable ground to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Santa Monica, State of California, on the 3rd day of
December, 1999.

                                                       OSICOM TECHNOLOGIES, INC.

                                                     By:/s/ Par Chadha
                                                        ------------------------
                                                        Par Chadha,
                                                        Chief Executive Officer

POWER OF ATTORNEY

       KNOW ALL MEN BY THESE PRESENTS,  that each person whose signature appears
below  constitutes and appoints Par Chadha 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 any other
regulatory  authority,  granting unto said attorney-in-fact and agent full power
and  authority  to do and  perform  each and every act and thing  requisite  and
necessary  to be one in and  about the  premises,  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  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated:

Signature                           Title                           Date

/s/ Par Chadha                 Chief Executive                 December 3, 1999
---------------------          Officer, Director
PAR CHADHA

/s/ Humbert Powell             Director                        December 3, 1999
---------------------------
HUMBERT POWELL

/s/ Xin Cheng, Ph.D.           Director                        December 3, 1999
--------------------------
XIN CHENG, Ph.D


/s/ Leonard Hecht
--------------------------      Director                       December 3, 1999
LEONARD HECHT


/s/ Renn Zaphiropoulos          Director                       December 3, 1999
--------------------------
RENN ZAPHIROPOULOS




<PAGE>




                                  Exhibit 23.1

                                BDO Seidman, LLP
                      1900 Avenue of the Stars, 11th Floor
                              Los Angeles, CA 90067


               Consent of Independent Certified Public Accountants



         Osicom Technologies, Inc.
         Santa Monica, California


         We hereby consent to the  incorporation  by reference in the Prospectus
         constituting a part of this  Registration  Statement on Form S-8 of our
         report dated March 11,  1999,  except for Notes H and Q which are as of
         April  30,  1999,  accompanying  the  financial  statements  of  Osicom
         Technologies, Inc. (the "Company") as of January 31, 1999 and 1998, and
         for each of the years then ended,  as included in the Company's  Annual
         Report on Form 10-K for the year ended January 31, 1999.




         BDO SEIDMAN, LLP




         Los Angeles, California
         December 3, 1999


<PAGE>











                                  Exhibit 23.2


                              ARTHUR ANDERSEN & CO.
                          Certified Public Accountants
                              25/F., Wing On Centre
                           111 Connaught Road Central
                                    Hong Kong


                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS



           We consent to the  incorporation  by  reference  of our report  dated
February  27,  1999,  relating  to the  financial  statements  of Uni  Precision
Industrial  Limited,  appearing in Form 10-K for the year ended January 31, 1999
and 1998,  of the  financial  statements  of Osicom  Technologies,  Inc.  in the
Registration Statement on Form S-8 for Osicom Technologies, Inc.



                                                  ARTHUR ANDERSEN & CO.
                                                  Independent Public Accountants




December 2, 1999



<PAGE>


                                    Exhibit 5

                Greenbaum, Rowe, Smith, Ravin, Davis & Himmel LLP
                           Metro Corporate Campus One
                                  P.O. Box 5600
                            Woodbridge, NJ 07095-0988

                                December 3, 1999

Osicom Technologies, Inc.
2800 28th Street, Suite 100
Santa Monica, California 90405

           Re:  Osicom Technologies, Inc.

           Gentlemen:

            We have acted as counsel to Osicom Technologies,  Inc., a New Jersey
Corporation (the  "Company"),  in connection with the filing by the Company of a
Registration  Statement  on Form S-8  (Registration  No.  333- ),  covering  the
registration  of  2,385,555  shares of common  stock,  par value  $.30 per share
("Common  Stock").  We have been asked to issue an  opinion  as to  whether  the
Common Stock being  registered  will, when sold, be legally issued,  fully paid,
non-assessable, and binding obligations of the Company.

           As  counsel to the  Company,  we have  examined  the  Certificate  of
Incorporation  and By-Laws,  as amended to date, and other corporate  records of
the Company and have made such other  investigations as we have deemed necessary
in connection with the opinion  hereinafter  set forth.  We have relied,  to the
extent we deem such reliance  proper,  upon certain factual  representations  of
officers and  directors of the Company given in  certificates,  in answer to our
written  inquiries  and  otherwise,  and,  although  we have  not  independently
verified all of the facts contained  therein,  nothing has come to our attention
that would cause us to believe that any of the statements  contained therein are
untrue or misleading.

           In making the aforesaid examinations, we have assumed the genuineness
of all  signatures  and the  conformity  to  original  documents  of all  copies
furnished  to us. We have  assumed  that the  corporate  records of the  Company
furnished to us constitute all of the existing  corporate records of the Company
and include all corporate proceedings taken by it.

           Based solely upon and subject to the foregoing, we are of the opinion
that the shares of Common  Stock are duly  authorized,  issued and full paid and
non-assessable, and the issuance of such shares by the Company is not subject to
any preemptive or similar rights.

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

                               Very truly yours,

                Greenbaum, Rowe, Smith,Ravin, Davis & Himmel LLP
[{"type": "S-8", "sequence": "1", "description": "OSICOM - FORM S-8", "secsgml_size_bytes": 56557}]
{"company-data": {"conformed-name": "OSICOM TECHNOLOGIES INC", "cik": "0000812491", "assigned-sic": "3661", "irs-number": "222367234", "state-of-incorporation": "NJ", "fiscal-year-end": "0131"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-92111", "film-number": "99768909"}, "business-address": {"street1": "2800 28TH ST STE 100", "city": "SANTA MONICA", "state": "CA", "zip": "90405", "phone": "3105814030"}, "mail-address": {"street1": "2800 28TH STREET", "street2": "SUITE 100", "city": "SANTA MONICA", "state": "CA", "zip": "90405"}}
As filed with the Securities and Exchange
                        Commission on December 3, 1999.
                              Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                            OSICOM TECHNOLOGIES, INC.
             (exact name of registrant as specified in its charter)

                           New Jersey 3672 22-2367234
          (State or other (Primary Standard Industrial (I.R.S. Employer
         jurisdiction of Classification Code Number) Identification No.)
                                  incorporation
                                or organization)

                           2800 28th Street, Suite 100
                         Santa Monica, California 90405
                                 (310) 581-4030
          (Address, including zip code, and telephone number, including
                  area code, of registrant's principal offices)

                                   PAR CHADHA
                             Chief Executive Officer
                            Osicom Technologies, Inc.
                           2800 28th Street, Suite 100
                         Santa Monica, California 90405
                                 (310) 581-4030
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                    Copy to:
                             W. RAYMOND FELTON, ESQ.
                Greenbaum, Rowe, Smith, Ravin, Davis & Himmel LLP
                            Metro Corporate Campus I
                              Post Office Box 5600
                          Woodbridge, New Jersey 07095
                                 (732) 549-5600

                  Approximate date of commencement of proposed
                sale to the public: As soon as practicable after
                 this Registration Statement becomes effective.

         If the only securities  being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, check the following box.

         If any of the  securities  being  registered  on  this  Form  are to be
offered on a delay or continuous basis pursuant to Rule 415 under the Securities
Act of 1933, check the following box.
2
                         CALCULATION OF REGISTRATION FEE
Proposed          Proposed
Title of each                       Maximum           Maximum
Class of                            Offering          Aggregate         Amount of
Securities to     Amount to be      Price per         Offering          Registration
to be Registered  Registered        Share             Price (2)         Fee
---------------- ------------       ---------         -----------      ------------
Common Stock,
$0.30 par value   2,385,555         (2)              $27,697,342       $7,699.86
(1) In addition,  this registration  statement also covers any additional shares
of  common  stock  which  become  issuable  under the  plans  described  in this
registration   statement  by  reason  of  any  stock   dividend,   stock  split,
recapitalization,  or other similar transaction  effected without the receipt of
consideration which results in an increase in the number of Osicom's outstanding
shares of common stock.

(2) These  shares of common  stock  represent  the  shares of common  stock with
respect  to which  options  have  been  granted  under  the 1997  Incentive  and
Non-Qualified  Stock Option Plan,  the 1997 Director Stock Option Plan, the 1988
Stock Option Plan and certain other shares granted  employees,  consultants  and
directors of Osicom.  Options to purchase  2,276,066 shares have been granted to
certain  employees  and  directors  of Osicom at  exercise  prices from $3.00 to
$37.25  per share.  The  balance  of  109,489  shares  under the plans are to be
offered at prices not  presently  determinable.  Pursuant  to Rule  457(h),  the
offering price for such shares is estimated  solely for the purpose of computing
the  registration  fee and is based on the closing  price of the common stock on
December 2, 1999,  $21.75,  as reported on The Nasdaq  National Market System of
the National Association of Securities Dealers, Inc.

           Osicom  hereby  amends this  Registration  Statement  on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further  amendment  which  specifically  states  that  this  Registration
Statement shall  thereafter  become effective in accordance with Section 8(a) of
the  Securities  Act of 1933 or until the  Registration  Statement  shall become
effective on such date as the Commission,  acting pursuant to said Section 8(a),
may determine.
PROSPECTUS

                            OSICOM TECHNOLOGIES, INC.

               1997 INCENTIVE AND NON-QUALIFIED STOCK OPTION PLAN
                         1997 DIRECTOR STOCK OPTION PLAN
                       AMENDMENT TO 1988 STOCK OPTION PLAN

                                    2,385,555
                             SHARES OF COMMON STOCK
                           (PAR VALUE $0.30 PER SHARE)

     The majority of the options for shares of the common stock,  $.30 par value
per share of Osicom Technologies, Inc. covered by this prospectus have been, and
may in the future be, granted by Osicom to employees,  officers and directors of
Osicom under the 1997  Incentive and  Non-Qualified  Stock Option Plan, the 1997
Director  Stock Option Plan and the Amendment to the 1988 Stock Option Plan. The
remainder  of the  options  are  non-qualified  options  held by  employees  and
consultants of Osicom.  Options  covering  2,276,066 shares have been granted to
certain  Osicom  employees,  consultants  and directors.  Additional  options to
acquire up to 109,489  shares remain  available for grant under the plans.  Each
employee  receiving an option is offered the  opportunity to purchase the number
of  shares  specified  in such  option  at a price  and on the  terms  set forth
therein.  Certain of the shares covered by this  prospectus  have been issued to
officers,  directors and employees of Osicom as compensation  for services.  The
sale of these shares by such officers are restricted.

          The net proceeds of the offering  covered by this  prospectus  are not
now  determinable as the proceeds will depend upon the number of shares offered,
the number of shares purchased, prevailing market prices and expenses incurred.

          Optionees should consult with legal counsel  concerning the shares and
tax law implications of his acquisition or sale of shares under the plans.

          Any officer, director or beneficial owner of more than 10% of Osicom's
common  stock who holds an option  under any of the plans  should  consider  the
applicability of Section 16 of the Securities  Exchange Act of 1934, as amended,
in  connection  with the  exercise of any option and the sale of any of Osicom's
common stock acquired thereby.

          The  principal  executive  office of Osicom  is  located  at 2800 28TH
Street, Santa Monica, California 90405and the telephone number of such office is
(310) 581- 4030.

          THESE  SECURITIES  HAVE  NOT  BEEN  APPROVED  OR  DISAPPROVED  BY  THE
SECURITIES  AND  EXCHANGE  COMMISSION  NOR HAS THE  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 December 3, 1999.
No person has been  authorized to give any information or to make any
representation  (not contained in this Prospectus),  and, if given or made, such
information or representation  must not be relied upon as having been authorized
by Osicom. Neither the delivery of this prospectus nor any sale made through its
use shall  imply that the  information  has not  changed  since the date of this
prospectus.
TABLE OF CONTENTS

                                                                        PAGE

AVAILABLE INFORMATION....................................................4

INTRODUCTION............................................................ 5

PURPOSE AND ADMINISTRATION OF PLAN...................................... 5

DESCRIPTION OF PLANS.....................................................6

RESTRICTIONS ON RESALE OF COMMON STOCK..................................10

DESCRIPTION OF CAPITAL STOCK............................................11

         General........................................................11
         Common Stock...................................................11
         Transfer Agent.................................................11

LEGAL MATTERS...........................................................11

ADDITIONAL INFORMATION..................................................11

INCORPORATION OF CERTAIN INFORMATION BY
 REFERENCE..............................................................12
AVAILABLE INFORMATION

       Osicom 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  and  other  information  with the
Securities  and Exchange  Commission  (the  "Commission").  Such reports,  proxy
statements  and other  information  can be  inspected  and  copied at the public
reference  facilities  maintained by the  Commission at 450 Fifth Street,  N.W.,
Washington,  D.C. 20549 and at the regional offices of the Commission located at
500 West Madison Street,  Chicago,  Illinois 60601 and 7 World Trade Center, New
York,  New York 10048.  Copies of such  material can be obtained from the Public
Reference Section of the Commission at 450 Fifth Street, N.W., Washington,  D.C.
20549 at prescribed rates.

       Osicom's common stock is quoted on the NASDAQ National Market System, and
such reports,  proxy  statements and other  information can also be inspected at
the offices of NASDAQ Operations, 1735 K Street, N.W., Washington, D.C.

       This prospectus omits certain  information  contained in the registration
statement on file with the Commission with respect to the shares offered hereby.
The  information  omitted may be obtained  from the  Commission's  office at 450
Fifth Street, N.W., Washington,  D.C. upon payment of the fees prescribed by the
rules and regulations of the Commission, or examined there without charge.

       Osicom will provide  without charge to each person to whom a copy of this
prospectus  has been  delivered,  upon the  written or oral  request of any such
person,  a copy of any or all of the documents  incorporated by reference in the
registration statement of which this Prospectus forms a part (excluding exhibits
to such documents unless specifically  incorporated by reference).  Requests for
such  copies  should  be  directed  to  Investor  Relations  Department,  Osicom
Technologies, Inc., 2800 28th Street, Suite 100, Santa Monica, California 90405,
(310) 581-4030.

       Osicom furnishes its shareholders with annual reports  containing audited
financial statements.

                                  INTRODUCTION

         Osicom  adopted the plans and an amendment to the 1998 plan to increase
the number of shares  reserved under the 1988 plan,  pursuant to a resolution of
its Board of  Directors  effective  September  24, 1997 and the  approval by its
shareholders on December  12,1997.  Under the plans,  Osicom may offer shares to
employees,  officers and  directors in  accordance  with the terms of the plans.
These offers are, or will be, made at the prices and on the terms and conditions
contained in the stock option  agreements  between  Osicom and the recipients of
stock option grants.

       Osicom's  principal  executive offices and telephone number are set forth
on the cover page of this prospectus.

       The  following  is a summary of each of the plans,  which is qualified in
its entirety by reference to the plans and certain other  agreements  which have
been filed  previously  with the  Securities  and  Exchange  Commission  and are
incorporated by reference in the registration statement on Form S-8 of which the
prospectus is a part.
DESCRIPTION OF PLANS

Osicom 1997 Incentive and Non-Qualified Stock Option Plan

         Shares  Reserved  for  Issuance.  Pursuant  to the  terms of the  plan,
1,000,000  shares of common stock are reserved for issuance.  In the event there
is any  change  in the  number of issued  shares of the  common  stock of Osicom
without  new  consideration  to  Osicom  (such  as by stock  dividends  or stock
splits),  the number of shares  reserved for issuance under the plan, the number
of shares  subject to any  outstanding  option and the option price per share of
each outstanding  stock option shall be appropriately  adjusted.  Similarly,  if
Osicom is a party to a merger,  consolidation,  reorganization,  sale or similar
occurrence, equitable adjustment in the options may be made.

         Administration  of Plan; Award of Options.  The plan is administered by
the Board of Directors.  Pursuant to its authority,  the Board may grant options
to purchase  shares of common stock  reserved under the plan to all employees of
Osicom.

         Amendments.  The  Board of  Directors  may  amend  the plan as it deems
advisable.  No amendment may,  without further  approval of the  shareholders of
Osicom within twelve months before or after the date on which such amendment was
adopted,  (a)  increase the total number of shares which may be made the subject
of options  granted  under the plan,  (b) change the manner of  determining  the
option  price,  (c) change the  criteria  of  determining  which  employees  are
eligible to receive  options,  (d) extend the period during which options may be
granted or exercised,  or (e) withdraw the  administration  of the plan from the
Board of Directors.

     Vesting. Options granted to employees under the plan are to vest and become
exercisable  as specified in each grant  provided  that certain  conditions  are
satisfied.  For a description  of these  conditions,  see the  subsection  below
entitled "Termination of Employment."

         Exercise  Period.  The options  granted to employees under the plan may
not be  exercised  more than ten (10) years  after the date of grant or five (5)
years after the date of grant in the case of an  incentive  option  granted to a
10% shareholder.

         Termination of Employment.  Outstanding incentive stock options must be
exercised during employment with Osicom or within three months after termination
of  employment  with  Osicom  (other  than  by  reason  of  death  or  permanent
disability,  in which  case they must be  exercised  within  three  years  after
termination).  In addition, options are exercisable only to the extent that they
are vested as of the date of termination of employment.

         Nontransferability.  Each incentive stock option granted under the plan
is not  transferable  by the holder  except by will or the laws of  descent  and
distribution  of the state  wherein the holder is  domiciled  at the time of his
death.  If the  administrator  makes an option  transferable,  such option shall
contain additional terms and conditions as the administrator deems appropriate.

         Sale of Osicom.  In the case of (i) a merger or consideration of Osicom
with or into another  corporation or entity; or (ii) the sale or distribution of
all or substantially  all of the assets of Osicom, or (iii) an offer to purchase
at least a majority of Osicom's  outstanding  common stock or a tender offer for
the common stock which offer is accepted; all outstanding options may be assumed
or  equivalent  options may be  substituted  by the successor  corporation  or a
parent or subsidiary  thereof.  In the event an option is assumed or substituted
for, the option or  substituted  option shall  continue to be  exercisable as it
would have been in the absence of the  transaction  for
so long as the  optionee
serves  as a  employee  of the  successor  corporation.  If,  following  such an
assumption or  substitution,  the optionee's  status as a employee is terminated
other than as a result of his or her voluntary  resignation,  his or her options
shall become fully  exercisable  and shall be exercisable for such period during
which options may generally be exercised  under the plan by an individual who is
no longer an employee.

         Federal  Income Tax  Treatment  of  Options.  The options to be granted
under the 1997 Plan may be deemed to be  qualified or  non-qualified  within the
meaning of the Code, in the discretion of the board of directors.  Generally, an
optionee will  recognize  ordinary  income upon the exercise of a  non-qualified
stock option (or, if the stock  subject to the option is  restricted  within the
meaning  of Code  Section  83 and the  optionee  does  not  otherwise  elect  to
recognize  income  upon the  exercise of the stock  option,  at such time as the
shares become  transferable  or are no longer  subject to a substantial  risk of
forfeiture)  in an amount  equal to the excess (if any) of the fair market value
of the shares purchased at the time of exercise over the exercise price.  Osicom
will be entitled to an income tax  deduction  in the same amount and at the same
time as the optionee  recognizes such income. Upon the sale of shares which were
purchased upon the exercise of an option,  the optionee will  recognize  capital
gain or loss measured by the difference  between the amount realized on the sale
and the fair  market  value of the  shares  at the time  income  was  previously
recognized in connection  with the exercise (or possibly the grant) of the stock
option.  Such capital gain or loss will be short-term  or  long-term,  depending
upon the length of time the shares were held by the optionee.

Osicom 1997 Director Stock Option Plan

         Shares  Reserved  for  Issuance.  Pursuant  to the  terms of the  plan,
133,337  shares of common stock are reserved  for  issuance  thereunder.  In the
event  there is any  change in the number of issued  shares of the common  stock
without new  consideration  to the company (such as by stock  dividends or stock
splits),  the number of shares  reserved for issuance under the plan, the number
of shares  subject to any  outstanding  option and the option price per share of
each outstanding stock option shall be appropriately adjusted. Similarly, if the
company  shall be  party to a  merger,  consolidation,  reorganization,  sale or
similar occurrence, equitable adjustment in the options may be made.

         Administration  of Plan; Award of Options.  Options may only be granted
to outside  (non-employee)  directors  under the plan. The plan provides that no
person shall have any  discretion  to select which  outside  directors  shall be
granted  options or to  determine  the number of shares to be covered by options
granted to outside  directors.  Each  outside  director  shall be  automatically
granted an option to purchase  eleven  thousand six hundred  sixty-six  (11,667)
shares  on the date on which the  person  first  becomes  an  outside  director,
provided,  however, that a director who is an employee and who then ceases to be
an employee but who remains a director,  shall not receive such an option.  Each
outside director shall also automatically be granted an option to purchase eight
thousand  three hundred  thirty three (8,333)  shares on the date  following the
date of Osicom's annual  stockholder's  meeting each year, provided he or she is
then an outside director.

         Amendments.  The  Board of  Directors  may  amend  the plan as it deems
advisable.  However, no amendment shall be made which would impair the rights of
an optionee under any grant theretofore made, without his or her consent.
Vesting.  The options  granted shall be  immediately  exercisable as to
1/12th of the shares  subject  thereto  and shall  become  exercisable  as to an
additional 1/12th of the shares subject thereto each month thereafter,  provided
that the optionee continues to serve as an outside director on such date.

         Term of Plan.  The plan shall continue in effect for a term of ten (10)
 years.

         Exercise  Period.  An option  granted to an outside  director under the
plan may not be  exercised  more than ten (10) years after the date on which the
option is granted.

         Exercise Price.  The exercise price per share shall be the fair market
value of the shares on the date of grant of the option.

         Termination  of  Status  as a  Director.  Outstanding  options  must be
exercised  while the optionee is a director of the company or within three years
after the termination of optionee's status as a director.  In addition,  options
are exercisable  only to the extent that they are vested as of the date on which
optionee's status as a director terminates and are in no event exercisable after
the expiration of the ten (10) year term of the option.

         Nontransferability.   Each  option   granted  under  the  plan  is  not
transferable  by  the  holder  except  by  will  or  the  laws  of  descent  and
distribution and may be exercised,  during the lifetime of the optionee, only by
the optionee.  If the administrator  makes an option  transferable,  such option
shall  contain  additional  terms  and  conditions  as the  administrator  deems
appropriate.

         Merger or Asset Sale of the Company. In the case of (i) a merger of the
company with or into another corporation;  or (ii) the sale of substantially all
of the  assets  of the  company;  all  outstanding  options  may be  assumed  or
equivalent  options may be substituted by the successor  corporation or a parent
or subsidiary thereof. In the event an option is assumed or substituted for, the
option or  substituted  option shall continue to be exercisable as it would have
been in the absence of the  transaction  for so long as the optionee serves as a
director of the  successor  corporation.  If,  following  such an  assumption or
substitution,  the optionee's status as a director is terminated other than as a
result of his or her  voluntary  resignation,  his or her options  shall  become
fully  exercisable and shall be exercisable for such period during which options
may generally be exercised  under the plan by an  individual  who is no longer a
director.

         Federal  Income Tax  Treatment  of  Options.  The options to be granted
under the plan are  non-qualified  within the  meaning of the  Internal  Revenue
Code. Generally, an optionee will recognize ordinary income upon the exercise of
a  non-qualified  stock  option  (or,  if the  stock  subject  to the  option is
restricted  within the  meaning of Code  Section  83 and the  optionee  does not
otherwise  elect to recognize  income upon the exercise of the stock option,  at
such  time as the  shares  become  transferable  or are no longer  subject  to a
substantial risk of forfeiture) in an amount equal to the excess (if any) of the
fair  market  value of the shares  purchased  at the time of  exercise  over the
exercise  price.  The company will be entitled to an income tax deduction in the
same amount and at the same time as the optionee  recognizes  such income.  Upon
the sale of shares  which were  purchased  upon the  exercise of an option,  the
optionee will recognize capital gain or loss measured by the difference  between
the amount  realized on the sale and the fair market  value of the shares at the
time income was  previously  recognized in  connection  with the exercise of the
stock  option.  Such  capital  gain or loss  will be  short-term  or  long-term,
depending upon the length of time the shares were held by the optionee.
1988 Stock Option Plan

         Registration  statements  relating  to the 1988 Stock  Option Plan were
filed with the  Securities  and  Exchange  Commission  on November  29, 1993 and
January  21,  1993 with  respect to certain  of the shares  under this Plan.  On
December 12, 1997,  the  shareholders  approved an additional  666,667 shares to
increase in the shares  reserved  under the plan to 1,466,667.  The amendment to
the plan  permitted  the  Company to meet the  outstanding  commitments  made to
various  employees  with respect to the granting of incentive  options under the
plan. The shares underlying the remaining 563,629 outstanding options under this
Plan are covered this Prospectus.

         Award  of  Options.  Options  may be  granted  under  the  Plan  to all
employees  (including  employees  who  are  officers  and/or  directors)  of the
Company. There is no specific limitation on the number of Shares with respect to
which options may be granted to any individual under the Plan. However, the Plan
provides that the aggregate fair market value,  determined at the time an option
is granted,  of the common stock with respect to which  incentive  stock options
are  exercisable  for the first time by a  participant  during any calendar year
(under all such plans the Company has or may  hereafter  adopt) shall not exceed
$100.000.00.  Non-qualified  stock  options  covering  563,629  Shares have been
granted to certain employees of the Company.

         Period of Plan; Amendments. No options was granted under the Plan after
February  26,  1998.  The  Board of  Directors  may  amend  the Plan as it deems
advisable. No amendment may, without further approval of the shareholders of the
Company  within twelve  months before or after the date on which such  amendment
was  adopted,  (a)  increase  the total  number of shares  which may be made the
subject of options  granted  under the Plan,  either in the  aggregate or to any
individual employee,  (b) change the manner of determining the option price, (c)
change the  criteria of  determining  which  employees  are  eligible to receive
options, (d) extend the period during which options may be granted or exercised,
(e) withdraw the administration of the Plan from the Board of Directors,  or (f)
take any action which  requires  shareholder  approval under Section 422A of the
Internal  Revenue  Code of  1986,  as  amended  (the  "Code"),  or the  Treasury
regulations (the "Regulations") promulgated thereunder.

         Exercise Period.  Options granted under the Plan are exercisable,  when
vested,  in such  installments and for such periods as specified by the Board of
Directors at the time of grant, but may, in no circumstance, be exercisable more
than ten  years  after  the date of  grant  in the case of  non-qualified  stock
options.  However,  incentive stock options granted to an employee who, prior to
the date of grant, holds more than 10% of the total combined voting power of all
classes of stock of the Company (or, if applicable,  of any parent or subsidiary
corporations  ("10%  Shareholder"))  may not be exercisable more than five years
from the date of grant.  As of November 16, 1993, 149, 200 options granted under
the Plan had been exercised.

         Vesting.  Options granted to employees under the plan are to vest and
become exercisable as specified in each grant provided certain conditions are
specified.  For a description of these conditions, see the subsection below
entitled "Termination of Employment."

         Termination of Employment.  Outstanding options may be exercised during
employment  with the  Company  or  within  three  months  after  termination  of
employment  with the Company (other than by reason of death).  If termination is
by reason of the death of an optionee, any option exercisable  immediately prior
to  the  optionee's  death  may be  exercised  by the  legal  representative  or
beneficiary of the optionee's estate within twelve months after the death of the
optionee (but not after the basic term of the option) with respect to the number
of Shares eligible for purchase on the date of death.
Option  Price.  The Plan provides that the option price with respect to
each option will be determined by the Plan's administrators, but, in the case of
incentive  stock  options,  shall not be less than  100%  (110%,  in the case of
incentive stock options granted to 10% Shareholders) of the fair market value of
the Common Stock on the date the option is granted.  Payment of the option price
shall be made in cash or certified check.

         Nontransferability.   Each  option   granted  under  the  plan  is  not
transferable  by  the  holder  except  by  will  or  the  laws  of  descent  and
distribution  of the State  wherein the holder is  domiciled  at the time of his
death.

Federal Income Tax Treatment of Incentive and Non-Qualified Stock Options

         Currently,  an employee will not be deemed to have realized income upon
the grant of a  non-qualified  stock  option  unless  the  option  has a readily
ascertainable  fair  market  value  at the  time it is  granted.  Generally,  an
employee will  recognize  ordinary  income upon the exercise of a  non-qualified
stock option (or, if the stock  subject to the option is  restricted  within the
meaning  of Code  Section  83 and the  employee  does  not  otherwise  elect  to
recognize  income  upon the  exercise of the stock  option,  at such time as the
Shares become  transferable  or are no longer  subject to a substantial  risk of
forfeiture)  in an amount  equal to the excess (if any) of the fair market value
of the Shares purchased,  at the time of exercise,  over the exercise price. The
company  will be  entitled to deduct an amount  equal to the amount  included as
income by the employee for the Company's  taxable year which  includes the close
of the employee's taxable year in which the income is included by the employee.

         An employee  will also not be deemed to have  received  income upon the
grant of an incentive stock option or, except as noted below,  upon the exercise
of such option.  Unless shares acquired upon exercise are disposed of within two
years of the date of grant or within one year of exercise, upon the sale of such
shares,  the optionee will generally  recognize capital gain or loss measured by
the  difference  between the amount  realized on the sale and the price paid for
the shares.  If a sale is made prior to either of such dates, an optionee's gain
on the sale of the shares  will be treated as  ordinary  income to the extent of
the lesser of the excess of the fair  market  value of the shares at the time of
exercise over the option price and the excess of the amount realized on the sale
of stock over the option  price.  The Company will be allowed a deduction at the
time of sale in the amount of the ordinary  income  recognized  by the optionee.
The balance of any gain  realized  will be treated as  long-term  or  short-term
capital  gain,  depending  upon the length of time the  shares  were held by the
optionee.

         Generally,  the excess of the fair market value of an  incentive  stock
option at the time of  exercise  (or,  if the  stock  subject  to the  option is
restricted  within the  meaning of Code  Section  83, at such time as the shares
become  transferable  or  are  not  longer  subject  to a  substantial  risk  of
forfeiture),  over the option price  constitutes  an item of tax  preference for
purposes of the alternative minimum tax. Thus, under certain circumstances,  the
exercise  of an  incentive  stock  option  will  result  in a tax at the time of
exercise.

         There can be no assurance that the Code or the Regulations  promulgated
thereunder will not be amended to change these tax consequences.

         Reference  should be made to the applicable  provisions of the code and
to the Regulations  promulgated  thereunder for more detailed  information as to
the tax  treatment of options  granted  pursuant to the Plan.  Optionees  should
consult their tax advisors with specific  reference to their own tax  situations
and with regard to potential changes in the applicable laws.
RESTRICTIONS ON RESALE OF COMMON STOCK

       While the plans do not place  restrictions  on resales of shares acquired
thereunder,  shares  acquired  under the plans by an  "affiliate" as the term is
defined in Rule 405 under the  Securities  Act of 1933,  as amended (the "Act"),
may only be resold  pursuant to the  registration  requirements of the Act, Rule
144, or another applicable exemption therefrom.  Generally, sales of securities,
including shares, are subject to the antifraud  provisions  contained in federal
and state securities laws.  Acquisitions (including acquisitions under the Plan)
and  dispositions  of shares by an officer,  director or certain  affiliates  of
Osicom  within  any  six-month  period  may give  rise to the right of Osicom to
recapture  any profit from such  transactions  pursuant to Section  16(b) of the
Securities Exchange Act of 1934.

       It  is  advisable  for  a  participant  to  consult  with  legal  counsel
concerning the securities  law  implications  of his exercise of options and his
acquisition or disposition of shares under the plans.

                          DESCRIPTION OF CAPITAL STOCK

General

       Osicom is authorized  to issue  16,666,667  shares of common  stock,  par
value $0.30 per share and 2,000,000 shares of preferred  stock,  $0.01 par value
per share.  As of the date of this  prospectus,  there are 11,107,666  shares of
common stock outstanding.

Common Stock.

       Each share of common  stock has one vote on all matters  presented to the
shareholders.  Since the common stock does not have cumulative voting rights the
holders of more than 50% of the shares may,  if they choose to do so,  elect all
of the directors,  and, in that event,  the holders of the remaining shares will
not be able to elect any of Osicom's directors.  The holders of common stock are
entitled to receive dividends when, as and if declared by the Board of Directors
out  of  funds  legally  available  therefor.   In  the  event  of  liquidation,
dissolution or winding up of Osicom, the holders of common stock are entitled to
share ratably in all assets  remaining  available for distribution to them after
payment of liabilities and after provision for claims against Osicom. Holders of
shares  of  common  stock,  as such,  have no  conversion,  preemptive  or other
subscription  rights, and there are no redemption  provisions  applicable to the
common stock. All of the outstanding  shares of common stock are, and the shares
of common stock offered hereby, when issued against payment of the consideration
set forth in this prospectus, will be, fully paid and nonaccessable.

Transfer Agent.

       The  registrar and transfer  agent for Osicom's  common stock is American
Stock Transfer Company, 40 Wall Street, New York, New York 10005.

                                  LEGAL MATTERS

       The  legality of the shares  offered by this  prospectus  has been passed
upon by Greenbaum,  Rowe,  Smith,  Ravin,  Davis & Himmel LLP,  Woodbridge,  New
Jersey.
ADDITIONAL INFORMATION

       This prospectus  constitutes a part of a Registration  Statement filed by
Osicom with the Securities and Exchange  Commission,  Washington,  D., under the
Securities  Act of  1933.  This  Prospectus  omits  certain  of the  information
contained  in the  Registration  statement  and  reference is hereby made to the
Registration  Statement  and  to  the  exhibits  relating  thereto  for  further
information  with respect to Osicom and the securities to which this  Prospectus
relates.  Statements herein contained  concerning the provisions of any document
it are not necessarily complete, and, in each instance, reference is made to the
copy of such document filed as an exhibit to the  Registration  Statement.  Each
such statement is qualified in its entirety by such reference.

                INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

 The following  documents  filed by Osicom with the  Commission  pursuant to the
Exchange  Act (File No.  0-15810) are hereby  incorporated  by reference in this
prospectus, except as otherwise superseded or modified herein:

     The Company's  Annual Report on Form 10-K for the fiscal year ended January
     31,  1999.  The  Company's  Quarterly  Report on Form  10-Q for the  fiscal
     quarter ended April 30, 1999. The Company's  Quarterly  Report on Form 10-Q
     for the fiscal quarter ended July 31, 1999.

     All documents  subsequently filed by Osicom pursuant to Sections 13(a),
     13(c), 14 or 15(d) of the Exchange Act, prior to the termination of the
     offering  shall be deemed to be  incorporated  by  reference  into this
     Prospectus.

          Any statement  contained in any document  incorporated or deemed to be
incorporated  by reference  herein shall be deemed to be modified or  superseded
for the  purposes of this  Prospectus  to the extent that a statement  contained
herein or in any other  subsequently  filed documents which 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 Prospectus.

         Osicom  will  furnish  without  charge  to each  person  including  any
beneficial owner, to whom this prospectus is delivered, upon his written or oral
request, a copy of any or all of the documents referred to above which have been
incorporated  into this  prospectus  by reference  (other than  exhibits to such
documents). Requests for such copies should be directed to:

                            OSICOM TECHNOLOGIES, INC.
                           2800 28th Street, Suite 100
                         Santa Monica, California 90405
                 Attention: Par Chadha, Chief Executive Officer
                                 (310) 581-4030
No  dealer,  salesperson  or  other  person  has  been  authorized  to give any
information  or to make any  representations  in  connection  with this offering
other  than those  contained  in this  Prospectus  and,  if given or made,  such
information or representations must not be relied upon as having been authorized
by  Osicom.  This  Prospectus  does  not  constitute  an  offer  to  sell  or  a
solicitation  of an offer to buy by anyone  in any  jurisdiction  in which  such
offer or  solicitation  is not  authorized,  or in which the person  making such
offer or  solicitation is not qualified to do so, or to any person to whom it is
unlawful  to make such  offer or  solicitation.  Neither  the  delivery  of this
Prospectus nor any sale made hereunder shall, under any circumstances, create an
implication that here has not been any change in the affairs of Osicom since the
date hereof.

                                TABLE OF CONTENTS

                                                       OSICOM TECHNOLOGIES, INC.
                                                   Page
Available Information................................4
Introduction.........................................5
Description of Plans.................................6        PROSPECTUS
Restrictions on Resale of Common Stock...............10   2,385,555 Shares of
Description of Capital Stock ........................11       Common Stock
Legal Matters........................................11
Additional Information...............................11
Incorporation of Certain
 Information By Reference............................12
PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

         Item 14.  Other Expenses of Issuance and Distribution.

         The  registrant  estimates  expenses in  connection  with the  offering
         described in this Registration Statement will be as follows:

Item             Amount

Securities and Exchange Commission Registration Fee       $7,699.86
Printing and Engraving Expenses                              100.00
Accountants' Fees and Expenses                             2,500.00
Legal Fees and Expenses                                    2,000.00
Miscellaneous                                                100.14
                                                          ----------
              Total                                      $12,400.00

Item 15.  Indemnification of Directors and Officers.

         The  description  set  forth  under  the  caption  "Indemnification  of
Directors  and Officers" in the  Company's  Registration  Statement on Form S-4,
filed September 6, 1996, No. 33-10667, is incorporated herein by reference.

         Item 16.          Exhibits.

    Exhibit Number         Description of Document

         2.       Stock Purchase Agreement dated as of June 1, 1996 between
                  Osicom and BWA (A)
         3.1      Restated Certificate of Incorporation dated June 14, 1988 (B)
         3.2      Amended and Restated By-Laws of Registrant (C)
         3.3      Series A Preferred Stock Certificate of Designation (D)
         3.4      Series B Preferred Stock Certificate of Designation (A)
         3.5      Series C Preferred Stock Certificate of Designation (A)
         3.6      Series D Preferred Stock Certificate of Designation (E)
         3.7      Series E Preferred Stock Certificate of Designation - (F)
         3.8      Series B Preferred Stock Certificate of Designation - (F)
         3.9      Certificate of Amendment to the Certificate of Incorporation
                  dated January 16, 1998 - (O)
         3.10     Certificate of Amendment to the By-Laws dated January 30, 1998
                  - (O)
         4.1      Stock Option Agreement by and between the Registrant and
                  United Jersey Bank dated as of February 28, 1991 (D)
         4.2      Incentive Stock Option Plan, as amended (G)
         4.3      1988 Stock Option Plan (G)
         4.4      1997 Incentive and Non-Qualified Stock Option Plan (H)
         4.5      1997 Directors Stock Option Plan (H)
         10.1     Line of Credit Agreement with Coast Business Credit dated May
                  28, 1995 and Modification dated January 31, 1996 (I)
         10.2     Acquisition Agreement of Dynair Electronics, Inc. dated May
                  31, 1995 (J)
         10.3     Acquisition Agreement of Rockwell Network Systems, Inc. dated
                  January 31, 1996 (K)
         10.4     Acquisition Agreement of Digital Products, Inc. dated as of
                  July 1, 1996 (L)
         10.5     Acquisition Agreement of Cray Communications, Inc. dated as of
                  July 1, 1996 (M)
         10.7     Share Purchase Agreement of Asia Broadcasting and
                  Communications Network, Ltd. dated as of March 20, 1996 (N)
         10.8     Cooperation and Supply Agreement with Asia Broadcasting and
                  Communications Network, Ltd. dated as of March 21, 1997 (N)
         21       Subsidiaries of the Registrant - (O)
         23.1     Consent of BDO Seidman LLP
         23.2     Consent of Arthur Andersen & Co., L.L.P.
         23.3     Consent of Greenbaum, Rowe, Smith, Ravin, Davis & Himmel LLP
                  (included in opinion filed as Exhibit 5)
         ----------------

         The  foregoing  are  incorporated  by reference  from the  Registrant's
filings as indicated:

A                 Form S-4 dated September 6, 1996
B                 Form 10-QSB for the quarter ended July 31, 1996
C                 Form 10-K for the year ended January 31, 1988
D                 Form 10-K for the year ended January 31, 1993
E                 Form S-3 dated February 25, 1997
F                 Form 10-KSB for the year ended January 31, 1997
G                 Proxy Statement dated May 13, 1988
H                 Proxy Statement dated November 21, 1997
I                 Form 10-KSB for year ended January 31, 1996
J                 Form 8-K dated June 8, 1995
K                 Form 8-K dated February 2, 1996
L                 Form 8-K dated September 12, 1996
M                 Form 8-K dated September 23, 1996
N                 Form 8-K dated April 10, 1997
O                 Form 10-KSB for the year ended January 31, 1998
--------------------

NOTE:  Certain  previously  filed exhibits are no longer being  incorporated  by
reference (and  therefore not  numerically  listed) as the underlying  documents
have either expired or are no longer material or relevant.

         Item 17.        Undertakings.

         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 this
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.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  registrant,  the  registrant  has
been  advised  that in the  opinion  the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Securities Act of 1933 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 express in the Act and
will be  governed  by the final  adjudication  of such  issue.  The  undersigned
registrant hereby undertakes:

     (1) To file,  during any period in which  offers or sales are being made of
the  securities   registered   hereby,  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  in  the  aggregate,  represent  a
fundamental  change in the information set forth in the Registration  Statement;
and

     (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 the  undertakings  set forth in  paragraphs  (i) and (ii)
above do not apply if the Registration  Statement is on Form S-3 or Form S-8 and
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.

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

     (5) 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.
SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant  certifies that it has reasonable ground to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Santa Monica, State of California, on the 3rd day of
December, 1999.

                                                       OSICOM TECHNOLOGIES, INC.

                                                     By:/s/ Par Chadha
                                                        ------------------------
                                                        Par Chadha,
                                                        Chief Executive Officer

POWER OF ATTORNEY

       KNOW ALL MEN BY THESE PRESENTS,  that each person whose signature appears
below  constitutes and appoints Par Chadha 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 any other
regulatory  authority,  granting unto said attorney-in-fact and agent full power
and  authority  to do and  perform  each and every act and thing  requisite  and
necessary  to be one in and  about the  premises,  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  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated:

Signature                           Title                           Date

/s/ Par Chadha                 Chief Executive                 December 3, 1999
---------------------          Officer, Director
PAR CHADHA

/s/ Humbert Powell             Director                        December 3, 1999
---------------------------
HUMBERT POWELL

/s/ Xin Cheng, Ph.D.           Director                        December 3, 1999
--------------------------
XIN CHENG, Ph.D

/s/ Leonard Hecht
--------------------------      Director                       December 3, 1999
LEONARD HECHT

/s/ Renn Zaphiropoulos          Director                       December 3, 1999
--------------------------
RENN ZAPHIROPOULOS
Exhibit 23.1

                                BDO Seidman, LLP
                      1900 Avenue of the Stars, 11th Floor
                              Los Angeles, CA 90067

               Consent of Independent Certified Public Accountants

         Osicom Technologies, Inc.
         Santa Monica, California

         We hereby consent to the  incorporation  by reference in the Prospectus
         constituting a part of this  Registration  Statement on Form S-8 of our
         report dated March 11,  1999,  except for Notes H and Q which are as of
         April  30,  1999,  accompanying  the  financial  statements  of  Osicom
         Technologies, Inc. (the "Company") as of January 31, 1999 and 1998, and
         for each of the years then ended,  as included in the Company's  Annual
         Report on Form 10-K for the year ended January 31, 1999.

         BDO SEIDMAN, LLP

         Los Angeles, California
         December 3, 1999
Exhibit 23.2

                              ARTHUR ANDERSEN & CO.
                          Certified Public Accountants
                              25/F., Wing On Centre
                           111 Connaught Road Central
                                    Hong Kong

                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

           We consent to the  incorporation  by  reference  of our report  dated
February  27,  1999,  relating  to the  financial  statements  of Uni  Precision
Industrial  Limited,  appearing in Form 10-K for the year ended January 31, 1999
and 1998,  of the  financial  statements  of Osicom  Technologies,  Inc.  in the
Registration Statement on Form S-8 for Osicom Technologies, Inc.

                                                  ARTHUR ANDERSEN & CO.
                                                  Independent Public Accountants

December 2, 1999
Exhibit 5

                Greenbaum, Rowe, Smith, Ravin, Davis & Himmel LLP
                           Metro Corporate Campus One
                                  P.O. Box 5600
                            Woodbridge, NJ 07095-0988

                                December 3, 1999

Osicom Technologies, Inc.
2800 28th Street, Suite 100
Santa Monica, California 90405

           Re:  Osicom Technologies, Inc.

           Gentlemen:

            We have acted as counsel to Osicom Technologies,  Inc., a New Jersey
Corporation (the  "Company"),  in connection with the filing by the Company of a
Registration  Statement  on Form S-8  (Registration  No.  333- ),  covering  the
registration  of  2,385,555  shares of common  stock,  par value  $.30 per share
("Common  Stock").  We have been asked to issue an  opinion  as to  whether  the
Common Stock being  registered  will, when sold, be legally issued,  fully paid,
non-assessable, and binding obligations of the Company.

           As  counsel to the  Company,  we have  examined  the  Certificate  of
Incorporation  and By-Laws,  as amended to date, and other corporate  records of
the Company and have made such other  investigations as we have deemed necessary
in connection with the opinion  hereinafter  set forth.  We have relied,  to the
extent we deem such reliance  proper,  upon certain factual  representations  of
officers and  directors of the Company given in  certificates,  in answer to our
written  inquiries  and  otherwise,  and,  although  we have  not  independently
verified all of the facts contained  therein,  nothing has come to our attention
that would cause us to believe that any of the statements  contained therein are
untrue or misleading.

           In making the aforesaid examinations, we have assumed the genuineness
of all  signatures  and the  conformity  to  original  documents  of all  copies
furnished  to us. We have  assumed  that the  corporate  records of the  Company
furnished to us constitute all of the existing  corporate records of the Company
and include all corporate proceedings taken by it.

           Based solely upon and subject to the foregoing, we are of the opinion
that the shares of Common  Stock are duly  authorized,  issued and full paid and
non-assessable, and the issuance of such shares by the Company is not subject to
any preemptive or similar rights.

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

                               Very truly yours,

                Greenbaum, Rowe, Smith,Ravin, Davis & Himmel LLP