As filed with the Securities and Exchange Commission on October 1, 1998.

                                                   Registration No. 333-________



                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM S-8


                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                 Delaware                                   95-4485355
      ------------------------------             ------------------------------
      (State or other jurisdiction of                    (I.R.S. Employer
      incorporation or organization)                    Identification No.)

             31166 Via Colinas
       Westlake Village, California                          91362
       -----------------------------             ------------------------------
  (Address of Principal Executive Offices)                 (Zip Code)

                                  NewCom, Inc.
                      1998 Employee Stock Purchase Plan and
                                  NewCom, Inc.
                     Non-Employee Director Stock Option Plan
                  ---------------------------------------------
                            (Full title of the plans)

                 Asif M. Khan                                COPY TO:
                 NewCom, Inc.                        L. William Caraccio, Esq.
               31166 Via Colinas                  Pillsbury Madison & Sutro LLP
          Westlake Village, CA 91362                    2550 Hanover Street
                (818) 597-3200                  Palo Alto, California 94304-1115
                                                          (650) 233-4500
        ------------------------------
(Name, address and telephone number, including    ______________________________
       area code, of agent for service)             (Counsel to the Registrant)

<TABLE>

- ------------------------------------------------------------------------------------------------------------------
                                                             Proposed             Proposed
Title of Securities                     Amount           Maximum Offering     Maximum Aggregate     Amount of
To Be Registered                   To Be Registered(1)    Price Per Share(2)    Offering Price   Registration Fee
- ------------------------------------------------------------------------------------------------------------------
<S>                                <C>                       <C>                <C>                <C>

Common Stock, par value $0.001
per share.......................   1,000,000 shares          $4.50              $4,500,000         $1,327.50
- ------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)   Consists of 500,000 shares that are being registered pursuant to the
      NewCom, Inc. 1998 Employee Stock Purchase Plan and 500,000 shares that are
      being registered pursuant to the NewCom, Inc. Non-Employee Director Stock
      Option Plan. In addition, pursuant to Rule 416 under the Securities Act of
      1933, as amended, (the "Securities Act"), this Registration Statement
      includes an indeterminate number of additional shares as may be issuable
      as a result of the anti-dilution provisions described in the plans.
(2)   This estimate is made pursuant to Rule 457(h) under the Securities Act, on
      the basis of the high and low sales prices of the Common Stock on the
      Nasdaq National Market, solely for the purposes of calculating the
      registration fee.
                                -----------------
     The Registration Statement shall become effective upon filing in accordance
with Rule 462 under the Securities Act of 1933.

<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
              ----------------------------------------------------


ITEM 1.  PLAN INFORMATION.*
- ------   ----------------

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
- ------   -----------------------------------------------------------

*        Information required by Part I to be contained in the Section 10(a)
         prospectus is omitted from the Registration Statement in accordance
         with Rule 428 under the Securities Act of 1933 and the Note to Part I
         of Form S-8.


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
               --------------------------------------------------

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
- ------   -----------------------------------------------

         The following documents filed by the Registrant with the Securities and
Exchange Commission (the "Commission") are incorporated by reference in this
Registration Statement:

                  (1) Registrant's Annual Report on From 10-K for the fiscal
         year ended February 28, 1998.

                  (2) Registrant's Quarterly Report on Form 10-Q for the period
ended May 31, 1998.

                  (3) The information with regard to the Registrant's capital
         stock contained in the Registrant's Registration Statement on Form 8-A,
         as filed with the Commission on September 15, 1998.

         In addition, all documents subsequently filed by Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
after the date of this Registration Statement and prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.
- ------   -------------------------

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
- ------   --------------------------------------

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
- ------   -----------------------------------------

         Section 145 ("Section 145") of the DGCL provides generally and in
pertinent part that a Delaware corporation may indemnify its directors,
officers, employees and agents against expenses (including attorneys' fees),
judgments, fines and settlements actually and reasonably incurred by them in
connection with any civil, criminal, administrative or investigative action,
suit or proceeding (except actions by or in the right of the corporation), if,
they acted in good faith and in a manner they reasonably believed to be in, or
not opposed to, the best interests of the corporation, and, with respect to any
criminal suit or proceeding, they had no reasonable cause to believe their
conduct was unlawful. Section 145 further provides that, in connection with the
defense or settlement of any action


                                       -2-
<PAGE>



by or in the right of the corporation, a Delaware corporation may indemnify its
directors, officers, employees and agents against expenses actually and
reasonably incurred by them if they acted in good faith and in a manner they
reasonably believed to be in, or not opposed to, the best interests of the
corporation, except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation, absent a determination by a court that such indemnity
is proper. Section 145 further permits a Delaware corporation to grant its
directors, officers, employees and agents additional rights of indemnification
through bylaw provisions and otherwise.

         Section 145 further permits a Delaware corporation to purchase and
maintain insurance on behalf of any persons who are or were directors, officers,
employees or agents of the corporation, or are ore were serving at the request
of the corporation as directors, officers, employees or agents of the
corporation, or are or were serving at the request of the corporation as
directors, officers, employees or agents of another corporation, partnership,
joint venture, trust or other enterprise against any liability asserted against
them and incurred by them in any such capacity, or arising out of their status
as such, whether or not the corporation would have the power to indemnify them
against such liability under the other provisions of Section 145.

         Section 102(b)(7) of the DGCL provides that a certificate of
incorporation may contain a provision eliminating or limiting the personal
liability of a director to the corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director, provided that such provision
shall not eliminate or limit the liability of a director (i) for any breach of
the director's duty of loyalty to the corporation or its stockholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the DGCL (relating to
liability for unauthorized acquisitions or redemptions of, or dividends on,
capital stock) or (iv) for any transaction from which the director derived an
improper personal benefit.

         The Restated Certificate of Incorporation and the Bylaws of the
Registrant provide for the indemnification of its directors, officers employees
and other agents to the fullest extent provided by the DGCL.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
- ------   -----------------------------------

         Not applicable.

ITEM 8.  EXHIBITS.
- ------   --------

         See Index to Exhibits to this Form S-8, which is incorporated herein by
reference.

ITEM 9.  UNDERTAKINGS.
- ------   ------------

         (a)  The undersigned Registrant hereby undertakes:

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

                           (i)  To include any prospectus required by
                  section 10(a)(3) of the Securities Act 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. Notwithstanding the foregoing, any increase or
                  decrease in volume of securities offered (if the total dollar
                  value of securities offered would not exceed that which was
                  registered) and any deviation from the low or high end of the
                  estimated maximum offering range may be reflected in the form
                  of prospectus filed with the Commission pursuant to Rule
                  424(b) if, in the aggregate, the changes in volume and price
                  represent no more than 20% change in the maximum aggregate
                  offering price


                                       -3-

<PAGE>

                  set forth in the "Calculation of Registration Fee" table in
                  the effective registration statement.

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

         provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
         apply if the Registration Statement is on Form S-3, Form S-8 or Form
         F-3, 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.

                  (2) 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.

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

         (b) The undersigned Registrant hereby further undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to section 13(a) or section
15(d) of the Securities Exchange Act of 1934 that is incorporated by reference
in the Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

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


                                       -4-

<PAGE>

                                   SIGNATURES
                                   ----------

                  Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8, and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Westlake Village, State of California, on
September 29, 1998.

                                      NEWCOM, INC.


                                                 /s/ Sultan W. Khan
                                      By --------------------------------------
                                                    Sultan W. Khan
                                                       President
                                              and Chief Executive Officer


                                POWER OF ATTORNEY
                                -----------------

                  KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Sultan W. Khan and Steven C.
Veen, and each of them, his or her true and lawful attorneys-in-fact and agents,
each 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 exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or his
substitute or substitutes, may 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/ Sultan W. Khan
- -----------------------   President and Chief Executive       September 29, 1998
    Sultan W. Khan        Officer (Principal Executive
                          Officer) and Director



 /s/ Asif M. Khan
- -----------------------   Executive Vice President, Director  September 29, 1998
    Asif M. Khan



 /s/ Steven C. Veen
- -----------------------   Principal Financial and Accounting  September 30, 1998
    Steven C. Veen        Officer and Director



 /s/ Michael I. Froch
- -----------------------   Secretary and Director              September 29, 1998
    Michael I. Froch


                                       -5-

<PAGE>




- -----------------------   Director                            September __, 1998
     Zane R. Alsabery



 /s/ James M. Curran
- -----------------------   Director                            September 23, 1998
     James M. Curran




- -----------------------   Director                            September __, 1998
     Saied Kashani



 /s/ Gerald S. Papazian
- -----------------------   Director                            September 29, 1998
  Gerald S. Papazian




- -----------------------   Director                            September __, 1998
 Richard A. Rappaport




- -----------------------   Director                            September __, 1998
 Alexander Remington


                                      -6-

<PAGE>


                                INDEX TO EXHIBITS
                                -----------------


     Exhibit
     Number         Exhibit
     -------        -------

       4.1          Amended and Restated Certificate of Incorporation of NewCom,
                    Inc. (incorporated by reference to Exhibit 3(i)(2) to the 
                    Registrant's Registration Statement on Form S-1 (File No.
                    333-31431)).

       4.2          Bylaws of the Registrant, as amended (incorporated by
                    reference to Exhibit 3(ii) to the Registrant's Registration
                    Statement on Form S-1 (File No. 333-31431)).

       4.4          NewCom, Inc. 1998 Employee Stock Purchase Plan, adopted
                    effective July 21, 1998, filed herewith.

       4.5          NewCom, Inc. Non-Employee Director Stock Option Plan,
                    adopted effective July 21, 1998, filed herewith.

       5.1          Opinion of Pillsbury Madison & Sutro LLP, filed herewith.

       23.1         Consent of Pannell Kerr Forster, filed herewith.

       23.2         Consent of Pillsbury Madison & Sutro LLP (included in
                    Exhibit 5.1).

       24.1         Power of Attorney (included on page 6).


                                       -7-
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 19892}]
{"company-data": {"conformed-name": "NEWCOM INC", "cik": "0001042100", "assigned-sic": "3690", "irs-number": "954485355", "state-of-incorporation": "DE", "fiscal-year-end": "0228"}, "filing-values": {"form-type": "S-8", "file-number": "333-65189", "film-number": "98719495"}, "business-address": {"street1": "31166 VIA COLINAS", "city": "WESTLAKE VILLAGE", "state": "CA", "zip": "91362", "phone": "8185973200"}, "mail-address": {"street1": "31166 VIA COLINAS", "street2": "31166 VIA COLINAS", "city": "WESTLAKE VILLAGE", "state": "CA", "zip": "91362"}}
As filed with the Securities and Exchange Commission on October 1, 1998.

                                                   Registration No. 333-________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                 Delaware                                   95-4485355
      ------------------------------             ------------------------------
      (State or other jurisdiction of                    (I.R.S. Employer
      incorporation or organization)                    Identification No.)

             31166 Via Colinas
       Westlake Village, California                          91362
       -----------------------------             ------------------------------
  (Address of Principal Executive Offices)                 (Zip Code)

                                  NewCom, Inc.
                      1998 Employee Stock Purchase Plan and
                                  NewCom, Inc.
                     Non-Employee Director Stock Option Plan
                  ---------------------------------------------
                            (Full title of the plans)

                 Asif M. Khan                                COPY TO:
                 NewCom, Inc.                        L. William Caraccio, Esq.
               31166 Via Colinas                  Pillsbury Madison & Sutro LLP
          Westlake Village, CA 91362                    2550 Hanover Street
                (818) 597-3200                  Palo Alto, California 94304-1115
                                                          (650) 233-4500
        ------------------------------
(Name, address and telephone number, including    ______________________________
       area code, of agent for service)             (Counsel to the Registrant)

- ------------------------------------------------------------------------------------------------------------------
                                                             Proposed             Proposed
Title of Securities                     Amount           Maximum Offering     Maximum Aggregate     Amount of
To Be Registered                   To Be Registered(1)    Price Per Share(2)    Offering Price   Registration Fee
- ------------------------------------------------------------------------------------------------------------------
Common Stock, par value $0.001
per share.......................   1,000,000 shares          $4.50              $4,500,000         $1,327.50
- ------------------------------------------------------------------------------------------------------------------
(1)   Consists of 500,000 shares that are being registered pursuant to the
      NewCom, Inc. 1998 Employee Stock Purchase Plan and 500,000 shares that are
      being registered pursuant to the NewCom, Inc. Non-Employee Director Stock
      Option Plan. In addition, pursuant to Rule 416 under the Securities Act of
      1933, as amended, (the "Securities Act"), this Registration Statement
      includes an indeterminate number of additional shares as may be issuable
      as a result of the anti-dilution provisions described in the plans.
(2)   This estimate is made pursuant to Rule 457(h) under the Securities Act, on
      the basis of the high and low sales prices of the Common Stock on the
      Nasdaq National Market, solely for the purposes of calculating the
      registration fee.
                                -----------------
     The Registration Statement shall become effective upon filing in accordance
with Rule 462 under the Securities Act of 1933.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
              ----------------------------------------------------

ITEM 1.  PLAN INFORMATION.*
- ------   ----------------

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
- ------   -----------------------------------------------------------

*        Information required by Part I to be contained in the Section 10(a)
         prospectus is omitted from the Registration Statement in accordance
         with Rule 428 under the Securities Act of 1933 and the Note to Part I
         of Form S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
               --------------------------------------------------

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
- ------   -----------------------------------------------

         The following documents filed by the Registrant with the Securities and
Exchange Commission (the "Commission") are incorporated by reference in this
Registration Statement:

                  (1) Registrant's Annual Report on From 10-K for the fiscal
         year ended February 28, 1998.

                  (2) Registrant's Quarterly Report on Form 10-Q for the period
ended May 31, 1998.

                  (3) The information with regard to the Registrant's capital
         stock contained in the Registrant's Registration Statement on Form 8-A,
         as filed with the Commission on September 15, 1998.

         In addition, all documents subsequently filed by Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
after the date of this Registration Statement and prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.
- ------   -------------------------

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
- ------   --------------------------------------

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
- ------   -----------------------------------------

         Section 145 ("Section 145") of the DGCL provides generally and in
pertinent part that a Delaware corporation may indemnify its directors,
officers, employees and agents against expenses (including attorneys' fees),
judgments, fines and settlements actually and reasonably incurred by them in
connection with any civil, criminal, administrative or investigative action,
suit or proceeding (except actions by or in the right of the corporation), if,
they acted in good faith and in a manner they reasonably believed to be in, or
not opposed to, the best interests of the corporation, and, with respect to any
criminal suit or proceeding, they had no reasonable cause to believe their
conduct was unlawful. Section 145 further provides that, in connection with the
defense or settlement of any action

                                       -2-
by or in the right of the corporation, a Delaware corporation may indemnify its
directors, officers, employees and agents against expenses actually and
reasonably incurred by them if they acted in good faith and in a manner they
reasonably believed to be in, or not opposed to, the best interests of the
corporation, except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation, absent a determination by a court that such indemnity
is proper. Section 145 further permits a Delaware corporation to grant its
directors, officers, employees and agents additional rights of indemnification
through bylaw provisions and otherwise.

         Section 145 further permits a Delaware corporation to purchase and
maintain insurance on behalf of any persons who are or were directors, officers,
employees or agents of the corporation, or are ore were serving at the request
of the corporation as directors, officers, employees or agents of the
corporation, or are or were serving at the request of the corporation as
directors, officers, employees or agents of another corporation, partnership,
joint venture, trust or other enterprise against any liability asserted against
them and incurred by them in any such capacity, or arising out of their status
as such, whether or not the corporation would have the power to indemnify them
against such liability under the other provisions of Section 145.

         Section 102(b)(7) of the DGCL provides that a certificate of
incorporation may contain a provision eliminating or limiting the personal
liability of a director to the corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director, provided that such provision
shall not eliminate or limit the liability of a director (i) for any breach of
the director's duty of loyalty to the corporation or its stockholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the DGCL (relating to
liability for unauthorized acquisitions or redemptions of, or dividends on,
capital stock) or (iv) for any transaction from which the director derived an
improper personal benefit.

         The Restated Certificate of Incorporation and the Bylaws of the
Registrant provide for the indemnification of its directors, officers employees
and other agents to the fullest extent provided by the DGCL.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
- ------   -----------------------------------

         Not applicable.

ITEM 8.  EXHIBITS.
- ------   --------

         See Index to Exhibits to this Form S-8, which is incorporated herein by
reference.

ITEM 9.  UNDERTAKINGS.
- ------   ------------

         (a)  The undersigned Registrant hereby undertakes:

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

                           (i)  To include any prospectus required by
                  section 10(a)(3) of the Securities Act 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. Notwithstanding the foregoing, any increase or
                  decrease in volume of securities offered (if the total dollar
                  value of securities offered would not exceed that which was
                  registered) and any deviation from the low or high end of the
                  estimated maximum offering range may be reflected in the form
                  of prospectus filed with the Commission pursuant to Rule
                  424(b) if, in the aggregate, the changes in volume and price
                  represent no more than 20% change in the maximum aggregate
                  offering price

                                       -3-
set forth in the "Calculation of Registration Fee" table in
                  the effective registration statement.

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

         provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
         apply if the Registration Statement is on Form S-3, Form S-8 or Form
         F-3, 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.

                  (2) 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.

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

         (b) The undersigned Registrant hereby further undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to section 13(a) or section
15(d) of the Securities Exchange Act of 1934 that is incorporated by reference
in the Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

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

                                       -4-
SIGNATURES
                                   ----------

                  Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8, and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Westlake Village, State of California, on
September 29, 1998.

                                      NEWCOM, INC.

                                                 /s/ Sultan W. Khan
                                      By --------------------------------------
                                                    Sultan W. Khan
                                                       President
                                              and Chief Executive Officer

                                POWER OF ATTORNEY
                                -----------------

                  KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Sultan W. Khan and Steven C.
Veen, and each of them, his or her true and lawful attorneys-in-fact and agents,
each 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 exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or his
substitute or substitutes, may 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/ Sultan W. Khan
- -----------------------   President and Chief Executive       September 29, 1998
    Sultan W. Khan        Officer (Principal Executive
                          Officer) and Director

 /s/ Asif M. Khan
- -----------------------   Executive Vice President, Director  September 29, 1998
    Asif M. Khan

 /s/ Steven C. Veen
- -----------------------   Principal Financial and Accounting  September 30, 1998
    Steven C. Veen        Officer and Director

 /s/ Michael I. Froch
- -----------------------   Secretary and Director              September 29, 1998
    Michael I. Froch

                                       -5-
- -----------------------   Director                            September __, 1998
     Zane R. Alsabery

 /s/ James M. Curran
- -----------------------   Director                            September 23, 1998
     James M. Curran

- -----------------------   Director                            September __, 1998
     Saied Kashani

 /s/ Gerald S. Papazian
- -----------------------   Director                            September 29, 1998
  Gerald S. Papazian

- -----------------------   Director                            September __, 1998
 Richard A. Rappaport

- -----------------------   Director                            September __, 1998
 Alexander Remington

                                      -6-
INDEX TO EXHIBITS
                                -----------------

     Exhibit
     Number         Exhibit
     -------        -------

       4.1          Amended and Restated Certificate of Incorporation of NewCom,
                    Inc. (incorporated by reference to Exhibit 3(i)(2) to the 
                    Registrant's Registration Statement on Form S-1 (File No.
                    333-31431)).

       4.2          Bylaws of the Registrant, as amended (incorporated by
                    reference to Exhibit 3(ii) to the Registrant's Registration
                    Statement on Form S-1 (File No. 333-31431)).

       4.4          NewCom, Inc. 1998 Employee Stock Purchase Plan, adopted
                    effective July 21, 1998, filed herewith.

       4.5          NewCom, Inc. Non-Employee Director Stock Option Plan,
                    adopted effective July 21, 1998, filed herewith.

       5.1          Opinion of Pillsbury Madison & Sutro LLP, filed herewith.

       23.1         Consent of Pannell Kerr Forster, filed herewith.

       23.2         Consent of Pillsbury Madison & Sutro LLP (included in
                    Exhibit 5.1).

       24.1         Power of Attorney (included on page 6).

                                       -7-