As filed with the Securities & Exchange Commission on April 7, 2003
               Registration No. 333-________

SECURITIES AND EXCHANGE COMMISSION
Washington, DC  20549

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

TELCO-TECHNOLOGY, INC.
(Exact Name of Registrant as Specified in its Charter)

Delaware                                22-3328734
(State or other                   (I.R.S. Employer
jurisdiction of                     Identification
incorporation or                           Number)
organization)

60 Bowers Lane
Closter, New Jersey 07624
(201) 768-2310
(Address and Telephone of Principal Executive Offices)
(Zip Code)

2003 Consultant Stock Compensation Plan
(Full Title of Plan)

Donald R. McKelvey, President
60 Bowers Lane
Closter, New Jersey 07624
(201) 768-2310
(Name, address and telephone number of agent for service)

Copies to:
David M. Kaye, Esq.
Danzig Kaye Cooper Fiore & Kay, LLP
P.O. Box 333, 30A Vreeland Road
Florham Park, New Jersey  07932-0333
(973) 443-0600


CALCULATION OF REGISTRATION FEE

                          PROPOSED  PROPOSED
TITLE OF                  MAXIMUM   MAXIMUM   AMOUNT
SECURITIES                OFFERING  AGGREGATE OF
TO BE        AMOUNT TO BE PRICE PER OFFERING  REGISTRA-
REGISTERED   REGISTERED   SHARE (1) PRICE (1) TION FEE

Common Stock,
par value
$.001
per share(2)   6,000,000   $.01     $60,000   $4.86



TOTAL REGISTRATION FEE                        $4.86


(1)  Calculated in accordance with Rule 457(c) using the
     average of the bid and asked price for the Common Stock on
     April 1, 2003.

(2)  Represents  shares of Common Stock  issuable under the
     2003 Consultant Stock Compensation Plan.


<PAGE>
                   PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     This Registration Statement (the "Registration Statement")
relates to the issuance of shares of common  stock,  par value
$.001 per share (the "Common Stock") of Telco-Technology, Inc.,
a Delaware corporation (the "Company") to persons who participate
in the Telco-Technology, Inc. 2003 Consultant Stock Compensation
Plan.

     The documents containing the information required to be
included in Part I of this Registration Statement will be given
or sent to all persons who participate in the Plan, as specified
by Rule 428 under the Securities Act of 1933, as amended.  Such
documents are not required to be filed with the Securities and
Exchange Commission either as part of this Registration Statement
or as prospectuses or prospectus supplements pursuant to Rule 424.
Such documents and the documents incorporated by reference in this
Registration Statement pursuant to Item 3 of Part II, taken
together, constitute a prospectus that meets the requirements of
Section 10(a) of the Securities Act of 1933, as amended.



                  PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.   Incorporation of Documents by Reference.

     The following materials are incorporated by reference
herein in their entirety:

     (a)  the  Company's Annual Report on Form 10-KSB for the
fiscal year ended December 31, 2002 filed with the Securities and
Exchange Commission (File No. 0-28887);

     (b)  the description of the Company's Common Stock
contained in Item 8 of the Company's Form 10-SB/A filed with the
Securities and Exchange Commission on March 15, 2000 (File No.
0-28887), including any amendment or report filed for the purpose
of updating such description; and

     (c)  all other documents filed by the Company after the
date of this Registration  Statement  under  Sections  13(a) and
15(d)  of the Securities Exchange Act of 1934, as amended,  prior
to the filing of a post-effective amendment which indicates that
all securities offered hereby have been sold or which deregisters
all such securities then remaining to be sold.

     A statement contained in any incorporated document shall
be modified or superseded for the purposes of this Registration
Statement if it is modified or superseded by a document which is
also incorporated in this Registration Statement. Any statement
so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration
Statement.


Item 4.   Description of Securities.

     The class of securities to be offered hereby is subject to
the reporting requirements of the Securities Exchange Act of 1934,
as amended.  The Company is authorized to issue 200,000,000 shares
of Common Stock, par value $.001, and 20,000,000 shares of
preferred stock, par value $.001.  There are currently outstanding
16,969,944 shares of Common Stock and no preferred stock.

     The holders of Common Stock have one vote per share for
the election of Directors, without provision for cumulative
voting, and on all other matters.  Thus, holders of  more than 50%
of the shares voting for the election of Directors  can elect all
the Directors, if they choose to do so.  The Common  Stock is not
redeemable and has no conversion or preemptive rights.  In the
event of liquidation of the Company, the holders of Common Stock
will share equally in any balance of the corporate assets
available for distribution to them after satisfaction of creditors
and the holders of the Company's senior securities such as holders
of Preferred Stock, and debenture holders, if any.

     The payment by the Company of cash dividends, if any, in
the future, rests within the discretion of its Board of Directors
and, among other things, will depend upon the Company's earnings,
its capital requirements and its financial condition, as well as
other relevant factors.  The Company has not declared any cash
dividends since inception, and has no present intention of paying
any cash dividends in the foreseeable future, it being the
intention of management to use earnings, if any, to generate
increased growth.


Item 5.  Interests of Named Experts and Counsel.

     Danzig Kaye Cooper Fiore & Kay, LLP has passed on the
legality of the shares of Common Stock  offered  hereby for the
Company.  One of the partners of such firm, David M. Kaye,
currently owns 200,000 shares of the Company's Common Stock.  Mr.
Kaye may also be a participant in the Plan and may be awarded
shares of Common Stock offered hereby for services rendered for
the Company.



Item 6.  Indemnification of Directors and Officers.

     Section 145 of the Delaware General Corporation Law
contains various provisions entitling directors, officers,
employees or agents of the Company to indemnification from
judgments, fines, amounts paid in settlement and reasonable
expenses,  including attorneys' fees, as the result of an action
or proceeding (whether civil, criminal, administrative or
investigative) in which they may be involved by reason of being
or having been a director, officer, employee or agent of the
Company provided said persons acted in good faith and in a manner
reasonably believed to be in or not opposed to the best interests
of the Company (and, with respect to any criminal action or
proceedings, had no reasonable cause to believe that the conduct
complained of was unlawful).  Also, the Certificate of
Incorporation of the Company states that the indemnification
provisions of Section 145 of the Delaware Corporation Law shall
be utilized to the fullest extent permitted.

     Insofar as indemnification for liabilities arising under
the Securities Act of 1933, as amended, may be permitted  to
directors, officers, or persons controlling the Company pursuant
to the foregoing provisions or otherwise, the Company has been
informed 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.


Item 7.   Exemption from Registration Claimed.

     Not applicable.


Item 8.   Exhibits.

     The following exhibits are attached hereto:

Exhibit No.   Description of Exhibit               Page No.

5.1    Opinion letter of Danzig Kaye Cooper Fiore & Kay,
       LLP

23.1   Consent of Danzig Kaye Cooper Fiore & Kay, LLP,
       included in Opinion of Counsel filed as Exhibit 5.1

23.2   Consent of Malone & Bailey, PLLC

99.1   2003 Consultant Stock Compensation Plan

Item 9.   Undertakings.

     The undersigned Registrant hereby undertakes, except as
otherwise specifically provided in the rules of the Securities and
Exchange Commission promulgated under the Securities Act of 1933:

     (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 this Registration
Statement (or the most recent post-effective amendment hereof)
which, individually or in the aggregate, represent a fundamental
change in the information set forth in this Registration
Statement;

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

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

     (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.

     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 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to 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 pursuant to the
foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable.  In the
event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                 SIGNATURES

     Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto  duly  authorized,
in  the Borough of Closter, State of New Jersey on April 4, 2003.

                    TELCO-TECHNOLOGY, INC.


               By:  /s/ Donald R. McKelvey
                    Donald R. McKelvey,
                    Chairman of the Board and President


     Pursuant to the requirements of the Securities Act of
1933, this registration statement has been signed by the following
persons in the capacities and on the dates indicated.

Signature               Title                      Date


/s/ Donald R. McKelvey Chairman of the Board,     4/4/03
Donald R. McKelvey     President, Treasurer
                       and Director (Principal
                       Executive Officer and
                       Principal Financial and
                       Accounting Officer)

/s/ Robert W. McKelvey Secretary and              4/4/03
Robert W. McKelvey     Director
[{"type": "S-8", "sequence": "1", "filename": "regstate.txt", "description": "S-8", "secsgml_size_bytes": 13151}]
{"company-data": {"conformed-name": "TELCO TECHNOLOGY INC", "cik": "0001102414", "assigned-sic": "6770", "irs-number": "223328734", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-104340", "film-number": "03640839"}, "business-address": {"street1": "BOX 68", "city": "HARRINGTON PARK", "state": "NJ", "zip": "07640", "phone": "2017682310"}}
As filed with the Securities & Exchange Commission on April 7, 2003
               Registration No. 333-________

SECURITIES AND EXCHANGE COMMISSION
Washington, DC  20549

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

TELCO-TECHNOLOGY, INC.
(Exact Name of Registrant as Specified in its Charter)

Delaware                                22-3328734
(State or other                   (I.R.S. Employer
jurisdiction of                     Identification
incorporation or                           Number)
organization)

60 Bowers Lane
Closter, New Jersey 07624
(201) 768-2310
(Address and Telephone of Principal Executive Offices)
(Zip Code)

2003 Consultant Stock Compensation Plan
(Full Title of Plan)

Donald R. McKelvey, President
60 Bowers Lane
Closter, New Jersey 07624
(201) 768-2310
(Name, address and telephone number of agent for service)

Copies to:
David M. Kaye, Esq.
Danzig Kaye Cooper Fiore & Kay, LLP
P.O. Box 333, 30A Vreeland Road
Florham Park, New Jersey  07932-0333
(973) 443-0600

CALCULATION OF REGISTRATION FEE

                          PROPOSED  PROPOSED
TITLE OF                  MAXIMUM   MAXIMUM   AMOUNT
SECURITIES                OFFERING  AGGREGATE OF
TO BE        AMOUNT TO BE PRICE PER OFFERING  REGISTRA-
REGISTERED   REGISTERED   SHARE (1) PRICE (1) TION FEE

Common Stock,
par value
$.001
per share(2)   6,000,000   $.01     $60,000   $4.86

TOTAL REGISTRATION FEE                        $4.86

(1)  Calculated in accordance with Rule 457(c) using the
     average of the bid and asked price for the Common Stock on
     April 1, 2003.

(2)  Represents  shares of Common Stock  issuable under the
     2003 Consultant Stock Compensation Plan.
PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     This Registration Statement (the "Registration Statement")
relates to the issuance of shares of common  stock,  par value
$.001 per share (the "Common Stock") of Telco-Technology, Inc.,
a Delaware corporation (the "Company") to persons who participate
in the Telco-Technology, Inc. 2003 Consultant Stock Compensation
Plan.

     The documents containing the information required to be
included in Part I of this Registration Statement will be given
or sent to all persons who participate in the Plan, as specified
by Rule 428 under the Securities Act of 1933, as amended.  Such
documents are not required to be filed with the Securities and
Exchange Commission either as part of this Registration Statement
or as prospectuses or prospectus supplements pursuant to Rule 424.
Such documents and the documents incorporated by reference in this
Registration Statement pursuant to Item 3 of Part II, taken
together, constitute a prospectus that meets the requirements of
Section 10(a) of the Securities Act of 1933, as amended.

                  PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

     The following materials are incorporated by reference
herein in their entirety:

     (a)  the  Company's Annual Report on Form 10-KSB for the
fiscal year ended December 31, 2002 filed with the Securities and
Exchange Commission (File No. 0-28887);

     (b)  the description of the Company's Common Stock
contained in Item 8 of the Company's Form 10-SB/A filed with the
Securities and Exchange Commission on March 15, 2000 (File No.
0-28887), including any amendment or report filed for the purpose
of updating such description; and

     (c)  all other documents filed by the Company after the
date of this Registration  Statement  under  Sections  13(a) and
15(d)  of the Securities Exchange Act of 1934, as amended,  prior
to the filing of a post-effective amendment which indicates that
all securities offered hereby have been sold or which deregisters
all such securities then remaining to be sold.

     A statement contained in any incorporated document shall
be modified or superseded for the purposes of this Registration
Statement if it is modified or superseded by a document which is
also incorporated in this Registration Statement. Any statement
so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration
Statement.

Item 4.   Description of Securities.

     The class of securities to be offered hereby is subject to
the reporting requirements of the Securities Exchange Act of 1934,
as amended.  The Company is authorized to issue 200,000,000 shares
of Common Stock, par value $.001, and 20,000,000 shares of
preferred stock, par value $.001.  There are currently outstanding
16,969,944 shares of Common Stock and no preferred stock.

     The holders of Common Stock have one vote per share for
the election of Directors, without provision for cumulative
voting, and on all other matters.  Thus, holders of  more than 50%
of the shares voting for the election of Directors  can elect all
the Directors, if they choose to do so.  The Common  Stock is not
redeemable and has no conversion or preemptive rights.  In the
event of liquidation of the Company, the holders of Common Stock
will share equally in any balance of the corporate assets
available for distribution to them after satisfaction of creditors
and the holders of the Company's senior securities such as holders
of Preferred Stock, and debenture holders, if any.

     The payment by the Company of cash dividends, if any, in
the future, rests within the discretion of its Board of Directors
and, among other things, will depend upon the Company's earnings,
its capital requirements and its financial condition, as well as
other relevant factors.  The Company has not declared any cash
dividends since inception, and has no present intention of paying
any cash dividends in the foreseeable future, it being the
intention of management to use earnings, if any, to generate
increased growth.

Item 5.  Interests of Named Experts and Counsel.

     Danzig Kaye Cooper Fiore & Kay, LLP has passed on the
legality of the shares of Common Stock  offered  hereby for the
Company.  One of the partners of such firm, David M. Kaye,
currently owns 200,000 shares of the Company's Common Stock.  Mr.
Kaye may also be a participant in the Plan and may be awarded
shares of Common Stock offered hereby for services rendered for
the Company.

Item 6.  Indemnification of Directors and Officers.

     Section 145 of the Delaware General Corporation Law
contains various provisions entitling directors, officers,
employees or agents of the Company to indemnification from
judgments, fines, amounts paid in settlement and reasonable
expenses,  including attorneys' fees, as the result of an action
or proceeding (whether civil, criminal, administrative or
investigative) in which they may be involved by reason of being
or having been a director, officer, employee or agent of the
Company provided said persons acted in good faith and in a manner
reasonably believed to be in or not opposed to the best interests
of the Company (and, with respect to any criminal action or
proceedings, had no reasonable cause to believe that the conduct
complained of was unlawful).  Also, the Certificate of
Incorporation of the Company states that the indemnification
provisions of Section 145 of the Delaware Corporation Law shall
be utilized to the fullest extent permitted.

     Insofar as indemnification for liabilities arising under
the Securities Act of 1933, as amended, may be permitted  to
directors, officers, or persons controlling the Company pursuant
to the foregoing provisions or otherwise, the Company has been
informed 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.

Item 7.   Exemption from Registration Claimed.

     Not applicable.

Item 8.   Exhibits.

     The following exhibits are attached hereto:

Exhibit No.   Description of Exhibit               Page No.

5.1    Opinion letter of Danzig Kaye Cooper Fiore & Kay,
       LLP

23.1   Consent of Danzig Kaye Cooper Fiore & Kay, LLP,
       included in Opinion of Counsel filed as Exhibit 5.1

23.2   Consent of Malone & Bailey, PLLC

99.1   2003 Consultant Stock Compensation Plan

Item 9.   Undertakings.

     The undersigned Registrant hereby undertakes, except as
otherwise specifically provided in the rules of the Securities and
Exchange Commission promulgated under the Securities Act of 1933:

     (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 this Registration
Statement (or the most recent post-effective amendment hereof)
which, individually or in the aggregate, represent a fundamental
change in the information set forth in this Registration
Statement;

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

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

     (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.

     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 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to 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 pursuant to the
foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable.  In the
event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                 SIGNATURES

     Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto  duly  authorized,
in  the Borough of Closter, State of New Jersey on April 4, 2003.

                    TELCO-TECHNOLOGY, INC.

               By:  /s/ Donald R. McKelvey
                    Donald R. McKelvey,
                    Chairman of the Board and President

     Pursuant to the requirements of the Securities Act of
1933, this registration statement has been signed by the following
persons in the capacities and on the dates indicated.

Signature               Title                      Date

/s/ Donald R. McKelvey Chairman of the Board,     4/4/03
Donald R. McKelvey     President, Treasurer
                       and Director (Principal
                       Executive Officer and
                       Principal Financial and
                       Accounting Officer)

/s/ Robert W. McKelvey Secretary and              4/4/03
Robert W. McKelvey     Director