As filed with the Securities and Exchange Commission on
August 17, 1998
                                            Registration No. 333-
                                
               SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C. 20549
                                
                            FORM S-8
                     REGISTRATION STATEMENT
                              UNDER
                   THE SECURITIES ACT OF 1933
                                
                STANFORD TELECOMMUNICATIONS, INC.
     (Exact name of registrant as specified in its charter)
                                
             DELAWARE                           94-2207636
         (State or other                     (I.R.S. Employer
         jurisdiction of                    Identification No.)
         incorporation or
          organization)
                                
     1221 CROSSMAN AVENUE, SUNNYVALE, CALIFORNIA 94089-1117
  (Address, including zip code, of principal executive offices)
                                
                1992 EMPLOYEE STOCK PURCHASE PLAN
                     (Full title of the plan)
                                
                                
                          GARY S. WOLF
                STANFORD TELECOMMUNICATIONS, INC.
                      1221 CROSSMAN AVENUE
                SUNNYVALE, CALIFORNIA 94089-1117
                         (408) 745-0818
    (Name, address, including zip code, and telephone number,
           including area code, of agent for service)
                                
                           COPIES TO:
                       CARISSA C. W. COZE
                    THELEN REID & PRIEST LLP
               TWO EMBARCADERO CENTER, SUITE 2100
              SAN FRANCISCO, CALIFORNIA 94111-3995
                                
                    CALCULATION OF REGISTRATION FEE
                                   
Title of securities  Amount to  Proposed     Proposed     Amount of
       to be            be      maximum       maximum   registration
    registered      registered  offering     aggregate       fee
                       (1)       price       offering
                                per share     price (2)
                                   (2)

Common Stock, $0.01   300,000   $11.1875   $3,356,250.00   $990.09
par value

(1)  The  maximum number of additional shares of Common Stock  to
     be offered under the 1992 Employee Stock Purchase Plan.

(2)  Estimated   solely  for  the  purpose  of  determining   the
     registration  fee in accordance with Rule 457(h)  under  the
     Securities Act of 1933, as amended.  The above calculation is
     based on the average of the reported high and low prices of the
     Common Stock on the Nasdaq National Market on August 11, 1998.

<PAGE>

                                
  INCORPORATION OF EARLIER REGISTRATION STATEMENT BY REFERENCE
                                
      This  Registration Statement is filed to  register  300,000
shares  of  Common  Stock, $0.01 par value  ("Common  Stock")  of
Stanford  Telecommunications, Inc., a Delaware  corporation  (the
"Registrant"), which shares are authorized to be issued  pursuant
to the Registrant's 1992 Employee Stock Purchase Plan, as amended
(the "Plan").  A registration statement on Form S-8 (File No. 33-
68534)  with respect to 200,000 shares of Common Stock authorized
to   be   issued   pursuant  to  Plan  (the  "Prior  Registration
Statement") was filed by the Registrant on September 9, 1993.  On
February  28, 1997, the Registrant distributed a stock  dividend,
effecting  a two-for-one split of the Common Stock.  Pursuant  to
Rule  416  under  the  Securities Act of 1933,  as  amended  (the
"Securities Act"), the Prior Registration Statement is deemed  to
cover  the  additional  200,000 shares of Common  Stock  issuable
under  the  Plan as a result of the stock dividend.   Except  for
Part  II,  Items  3, 6, 8 and 9, which are set forth  below,  the
contents   of  the  Prior  Registration  Statement   are   hereby
incorporated by reference.

                               I-1
<PAGE>

                             PART II
       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
                                
ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

      The  following  documents filed  with  the  Securities  and
Exchange  Commission  (the "Commission") by  the  Registrant  are
specifically  incorporated  by  reference  herein  and  form   an
integral part of this Registration Statement:

          (a)   Annual  Report on Form 10-K for  the  year  ended
          March   31,   1998,   filed   June   24,   1998   (File
          No. 001-11473);

          (b)   All other reports filed pursuant to Section 13(a)
          or  15(d)  of the Securities Exchange Act of  1934,  as
          amended  (the  "Exchange Act") since  the  end  of  the
          fiscal year covered by the Registrant document referred
          to in (a) above; and

          (c)   The description of the Common Stock contained  in
          the  Registrant's registration statement on  Form  8-K,
          filed  under  the  Exchange  Act  on  August  4,  1998,
          including any amendment or report filed for the purpose
          of updating such description.

      All  reports and other documents subsequently filed by  the
Registrant with the Commission pursuant to Sections 13(a), 13(c),
14   or  15(d)  of  the  Exchange  Act  shall  be  deemed  to  be
incorporated by reference herein and to be a part hereof from the
date  of filing of such reports and other documents (except  that
no  document  shall be deemed to be incorporated by reference  if
filed  after  the  filing  of  a post-effective  amendment  which
indicates  that all securities offered have been  sold  or  which
deregisters all securities then remaining unsold).

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

      Under  Section 145 of the General Corporation  Law  of  the
State  of  Delaware (the "Delaware GCL"), a Delaware  corporation
has  the  power, under specified circumstances, to indemnify  its
directors,  officers,  employees and agents  in  connection  with
actions,  suits or proceedings brought against them  by  a  third
party, or by or in the right of the corporation, by reason of the
fact that they were or are such directors, officers, employees or
agents.  In general, Section 145 provides that a corporation  has
the  power to indemnify directors, officers, employees or  agents
where  the  individual acted in good faith and in a  manner  such
individual reasonably believed to be in, or not opposed  to,  the
best  interests  of  the corporation, and, with  respect  to  any
criminal action or proceeding, had no reasonable cause to believe
such  individual's conduct was unlawful.  In circumstances  where
the  individual  shall  have  been  adjudged  to  be  liable  for
negligence  or misconduct in the performance of such individual's
duty to the corporation, indemnification will be allowed only  to
the extent that the court considering the action decides, in view
of the circumstances, the individual is entitled to indemnity.

      As  permitted by Sections 102 and 145 of the Delaware  GCL,
the   Registrant's  Certificate  of  Incorporation,  as  amended,
includes  certain  provisions whereby officers and  directors  of
Registrant  are  to  be indemnified against certain  liabilities.
The  Registrant's Certificate of Incorporation also limits to the
fullest  extent permitted by applicable Delaware law a director's
liability  to  the  Registrant or its stockholders  for  monetary
damages  for  breach  of fiduciary duty as a director,  including
gross  negligence,  except  liability  for  (i)  breach  of   the
director's  duty of loyalty, (ii) acts or omissions not  in  good
faith  or  which  involve  intentional misconduct  or  a  knowing
violation of the law, (iii) the unlawful payment of a dividend or

                              II-1
<PAGE>


unlawful  stock purchase or redemption, and (iv) any  transaction
from  which  the  director derives an improper personal  benefit.
The  Delaware  GCL does not permit a corporation to  eliminate  a
director's  duty of care, and the indemnification  provisions  of
the  Registrant's Certificate of Incorporation have no effect  on
the  availability  of equitable remedies, such as  injunction  or
rescission, based upon a director's breach of the duty of care.

      The  Registrant has entered into indemnity agreements  with
each  of  its  current directors and officers which  provide  for
indemnification of, and advancement of expenses to, such  persons
to  the  greatest  extent permitted by applicable  Delaware  law,
including by reason of action or inaction occurring in  the  past
and circumstances in which indemnification and the advancement of
expenses are discretionary under applicable Delaware law.

ITEM 8.  EXHIBITS

     Exhibit
     Number    Description
               
      5        Opinion of Counsel
      23.1     Consent of Counsel (included in Exhibit 5)
      23.2     Consent of Arthur Andersen LLP
      24       Power  of  Attorney  (included  on  the  signature
               pages to this Registration Statement)

EXHIBIT 9.  UNDERTAKINGS

     (a)  The undersigned registrant hereby undertakes:

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

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

               (ii)      To reflect in the prospectus any facts
          or  events  arising after the effective  date  of  this
          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 this 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  a  20%  change  in  the  maximum  aggregate
          offering  price  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  this  registration  statement   or   any
          material   change   to   such   information   in   this
          registration statement;

                              II-2
<PAGE>


     provided  however, that paragraphs (a)(1)(i) and  (a)(1)(ii)
     shall  not apply if the information required to be  included
     in   a  post-effective  amendment  by  such  paragraphs   is
     contained  in  one or more periodic reports  filed  with  or
     furnished  to the Commission by the registrant  pursuant  to
     Section   13  or  15(d)  of  the  Exchange  Act   that   are
     incorporated by reference in this registration statement.

          (2)  That, for the purpose of determining any liability
     under the Securities Act, each such post-effective amendment
     shall  be deemed to be a new registration statement 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.

      (b)  The undersigned registrant hereby undertakes that, for
purposes  of determining any liability under the Securities  Act,
each filing of the registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act (and where applicable,
each  filing of an employee benefit plan's annual report pursuant
to  Section  15(d) of the Exchange Act) that is  incorporated  by
reference in the registration statement shall be deemed to  be  a
new  registration  statement relating to the  securities  offered
therein,  and the offering of such securities at that time  shall
be deemed to be the initial bona fide offering thereof.

      (h)   Insofar  as  indemnification for liabilities  arising
under  the Securities Act may be permitted to directors, officers
and  controlling  persons  of  the  registrant  pursuant  to  the
foregoing  provisions,  or otherwise,  the  registrant  has  been
advised   that   in   the   opinion  of   the   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.

                              II-3
<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 Sunnyvale, State of California, on the 14th  day  of
August, 1998.


                              Stanford Telecommunications, Inc.
                              
                              
                              
                              By: /s/ Val P. Peline
                                 Val P. Peline
                                 President



                        POWER OF ATTORNEY
                                
      Each  person whose signature appears below hereby  appoints
James  J.  Spilker,  Jr. and Jerome Klajbor,  and  each  of  them
severally,  acting  alone and without the  other,  his  true  and
lawful attorney-in-fact with authority to execute in the name  of
each  such  person, and to file with the Securities and  Exchange
Commission,  together  with  any  exhibits  thereto   and   other
documents  therewith, any and all amendments  (including  without
limitation   post-effective  amendments)  to  this   Registration
Statement  necessary  or advisable to enable  the  registrant  to
comply  with  the  Securities Act of 1933, as  amended,  and  any
rules,  regulations  and  requirements  of  the  Securities   and
Exchange Commission in respect thereof, which amendments may make
such  changes  in  this Registration Statement as  the  aforesaid
attorney-in-fact deems appropriate.

      Pursuant to the requirements of the Securities Act of 1933,
this  Registration  Statement  has  been  signed  below  by   the
following  persons  on  behalf  of  the  registrant  and  in  the
capacities and on the dates indicated.


Dated: August 14, 1998         /s/ Val P. Peline
                              Val P. Peline
                              President and Director
                              (Principal Executive Officer)



Dated: August 14, 1998         /s/ Jerome Klajbor
                              Jerome Klajbor
                              Vice President, Chief Financial
                              Officer and Secretary
                              (Principal Financial and Accounting
                              Officer)

                              II-4
<PAGE>



Dated: August 14, 1998         /s/ James J. Spilker, Jr.
                              James J. Spilker, Jr.
                              Chairman of the Board



Dated: August 14, 1998         /s/ Michael Berberian
                              Michael Berberian
                              Director



Dated: August 14, 1998         /s/ John W. Brownie
                              John W. Brownie
                              Director



Dated: August 14, 1998         /s/ Leonard Schuchman
                              Leonard Schuchman
                              Director
                                
                                

Dated: August 14, 1998         /s/ C. Jerome Waylan
                              C. Jerome Waylan
                              Director

                              II-5
<PAGE>


                          EXHIBIT INDEX

     Exhibit
     Number    Description
               
      5        Opinion of Counsel
               
      23.1     Consent of Counsel (included in Exhibit 5)
               
      23.2     Consent of Arthur Andersen LLP
               
      24       Power  of  Attorney  (included  on  the  signature
               pages to this Registration Statement)
[{"type": "S-8", "sequence": "1", "description": "STANFORD TELECOMMUNICATIONS, INC.", "secsgml_size_bytes": 17803}]
{"company-data": {"conformed-name": "STANFORD TELECOMMUNICATIONS INC", "cik": "0000725727", "assigned-sic": "3663", "irs-number": "942207636", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-61623", "film-number": "98692916"}, "business-address": {"street1": "1221 CROSSMAN AVENUE", "city": "SUNNYVALE", "state": "CA", "zip": "94089", "phone": "4087450818"}, "mail-address": {"street1": "221 CROSSMAN AVENUE", "city": "SUNNYVALE", "state": "CA", "zip": "94088-3733"}}
As filed with the Securities and Exchange Commission on
August 17, 1998
                                            Registration No. 333-
                                
               SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C. 20549
                                
                            FORM S-8
                     REGISTRATION STATEMENT
                              UNDER
                   THE SECURITIES ACT OF 1933
                                
                STANFORD TELECOMMUNICATIONS, INC.
     (Exact name of registrant as specified in its charter)
                                
             DELAWARE                           94-2207636
         (State or other                     (I.R.S. Employer
         jurisdiction of                    Identification No.)
         incorporation or
          organization)
                                
     1221 CROSSMAN AVENUE, SUNNYVALE, CALIFORNIA 94089-1117
  (Address, including zip code, of principal executive offices)
                                
                1992 EMPLOYEE STOCK PURCHASE PLAN
                     (Full title of the plan)
                                
                                
                          GARY S. WOLF
                STANFORD TELECOMMUNICATIONS, INC.
                      1221 CROSSMAN AVENUE
                SUNNYVALE, CALIFORNIA 94089-1117
                         (408) 745-0818
    (Name, address, including zip code, and telephone number,
           including area code, of agent for service)
                                
                           COPIES TO:
                       CARISSA C. W. COZE
                    THELEN REID & PRIEST LLP
               TWO EMBARCADERO CENTER, SUITE 2100
              SAN FRANCISCO, CALIFORNIA 94111-3995
                                
                    CALCULATION OF REGISTRATION FEE
                                   
Title of securities  Amount to  Proposed     Proposed     Amount of
       to be            be      maximum       maximum   registration
    registered      registered  offering     aggregate       fee
                       (1)       price       offering
                                per share     price (2)
                                   (2)

Common Stock, $0.01   300,000   $11.1875   $3,356,250.00   $990.09
par value

(1)  The  maximum number of additional shares of Common Stock  to
     be offered under the 1992 Employee Stock Purchase Plan.

(2)  Estimated   solely  for  the  purpose  of  determining   the
     registration  fee in accordance with Rule 457(h)  under  the
     Securities Act of 1933, as amended.  The above calculation is
     based on the average of the reported high and low prices of the
     Common Stock on the Nasdaq National Market on August 11, 1998.
INCORPORATION OF EARLIER REGISTRATION STATEMENT BY REFERENCE
                                
      This  Registration Statement is filed to  register  300,000
shares  of  Common  Stock, $0.01 par value  ("Common  Stock")  of
Stanford  Telecommunications, Inc., a Delaware  corporation  (the
"Registrant"), which shares are authorized to be issued  pursuant
to the Registrant's 1992 Employee Stock Purchase Plan, as amended
(the "Plan").  A registration statement on Form S-8 (File No. 33-
68534)  with respect to 200,000 shares of Common Stock authorized
to   be   issued   pursuant  to  Plan  (the  "Prior  Registration
Statement") was filed by the Registrant on September 9, 1993.  On
February  28, 1997, the Registrant distributed a stock  dividend,
effecting  a two-for-one split of the Common Stock.  Pursuant  to
Rule  416  under  the  Securities Act of 1933,  as  amended  (the
"Securities Act"), the Prior Registration Statement is deemed  to
cover  the  additional  200,000 shares of Common  Stock  issuable
under  the  Plan as a result of the stock dividend.   Except  for
Part  II,  Items  3, 6, 8 and 9, which are set forth  below,  the
contents   of  the  Prior  Registration  Statement   are   hereby
incorporated by reference.

                               I-1
PART II
       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
                                
ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

      The  following  documents filed  with  the  Securities  and
Exchange  Commission  (the "Commission") by  the  Registrant  are
specifically  incorporated  by  reference  herein  and  form   an
integral part of this Registration Statement:

          (a)   Annual  Report on Form 10-K for  the  year  ended
          March   31,   1998,   filed   June   24,   1998   (File
          No. 001-11473);

          (b)   All other reports filed pursuant to Section 13(a)
          or  15(d)  of the Securities Exchange Act of  1934,  as
          amended  (the  "Exchange Act") since  the  end  of  the
          fiscal year covered by the Registrant document referred
          to in (a) above; and

          (c)   The description of the Common Stock contained  in
          the  Registrant's registration statement on  Form  8-K,
          filed  under  the  Exchange  Act  on  August  4,  1998,
          including any amendment or report filed for the purpose
          of updating such description.

      All  reports and other documents subsequently filed by  the
Registrant with the Commission pursuant to Sections 13(a), 13(c),
14   or  15(d)  of  the  Exchange  Act  shall  be  deemed  to  be
incorporated by reference herein and to be a part hereof from the
date  of filing of such reports and other documents (except  that
no  document  shall be deemed to be incorporated by reference  if
filed  after  the  filing  of  a post-effective  amendment  which
indicates  that all securities offered have been  sold  or  which
deregisters all securities then remaining unsold).

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

      Under  Section 145 of the General Corporation  Law  of  the
State  of  Delaware (the "Delaware GCL"), a Delaware  corporation
has  the  power, under specified circumstances, to indemnify  its
directors,  officers,  employees and agents  in  connection  with
actions,  suits or proceedings brought against them  by  a  third
party, or by or in the right of the corporation, by reason of the
fact that they were or are such directors, officers, employees or
agents.  In general, Section 145 provides that a corporation  has
the  power to indemnify directors, officers, employees or  agents
where  the  individual acted in good faith and in a  manner  such
individual reasonably believed to be in, or not opposed  to,  the
best  interests  of  the corporation, and, with  respect  to  any
criminal action or proceeding, had no reasonable cause to believe
such  individual's conduct was unlawful.  In circumstances  where
the  individual  shall  have  been  adjudged  to  be  liable  for
negligence  or misconduct in the performance of such individual's
duty to the corporation, indemnification will be allowed only  to
the extent that the court considering the action decides, in view
of the circumstances, the individual is entitled to indemnity.

      As  permitted by Sections 102 and 145 of the Delaware  GCL,
the   Registrant's  Certificate  of  Incorporation,  as  amended,
includes  certain  provisions whereby officers and  directors  of
Registrant  are  to  be indemnified against certain  liabilities.
The  Registrant's Certificate of Incorporation also limits to the
fullest  extent permitted by applicable Delaware law a director's
liability  to  the  Registrant or its stockholders  for  monetary
damages  for  breach  of fiduciary duty as a director,  including
gross  negligence,  except  liability  for  (i)  breach  of   the
director's  duty of loyalty, (ii) acts or omissions not  in  good
faith  or  which  involve  intentional misconduct  or  a  knowing
violation of the law, (iii) the unlawful payment of a dividend or

                              II-1
unlawful  stock purchase or redemption, and (iv) any  transaction
from  which  the  director derives an improper personal  benefit.
The  Delaware  GCL does not permit a corporation to  eliminate  a
director's  duty of care, and the indemnification  provisions  of
the  Registrant's Certificate of Incorporation have no effect  on
the  availability  of equitable remedies, such as  injunction  or
rescission, based upon a director's breach of the duty of care.

      The  Registrant has entered into indemnity agreements  with
each  of  its  current directors and officers which  provide  for
indemnification of, and advancement of expenses to, such  persons
to  the  greatest  extent permitted by applicable  Delaware  law,
including by reason of action or inaction occurring in  the  past
and circumstances in which indemnification and the advancement of
expenses are discretionary under applicable Delaware law.

ITEM 8.  EXHIBITS

     Exhibit
     Number    Description
               
      5        Opinion of Counsel
      23.1     Consent of Counsel (included in Exhibit 5)
      23.2     Consent of Arthur Andersen LLP
      24       Power  of  Attorney  (included  on  the  signature
               pages to this Registration Statement)

EXHIBIT 9.  UNDERTAKINGS

     (a)  The undersigned registrant hereby undertakes:

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

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

               (ii)      To reflect in the prospectus any facts
          or  events  arising after the effective  date  of  this
          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 this 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  a  20%  change  in  the  maximum  aggregate
          offering  price  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  this  registration  statement   or   any
          material   change   to   such   information   in   this
          registration statement;

                              II-2
provided  however, that paragraphs (a)(1)(i) and  (a)(1)(ii)
     shall  not apply if the information required to be  included
     in   a  post-effective  amendment  by  such  paragraphs   is
     contained  in  one or more periodic reports  filed  with  or
     furnished  to the Commission by the registrant  pursuant  to
     Section   13  or  15(d)  of  the  Exchange  Act   that   are
     incorporated by reference in this registration statement.

          (2)  That, for the purpose of determining any liability
     under the Securities Act, each such post-effective amendment
     shall  be deemed to be a new registration statement 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.

      (b)  The undersigned registrant hereby undertakes that, for
purposes  of determining any liability under the Securities  Act,
each filing of the registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act (and where applicable,
each  filing of an employee benefit plan's annual report pursuant
to  Section  15(d) of the Exchange Act) that is  incorporated  by
reference in the registration statement shall be deemed to  be  a
new  registration  statement relating to the  securities  offered
therein,  and the offering of such securities at that time  shall
be deemed to be the initial bona fide offering thereof.

      (h)   Insofar  as  indemnification for liabilities  arising
under  the Securities Act may be permitted to directors, officers
and  controlling  persons  of  the  registrant  pursuant  to  the
foregoing  provisions,  or otherwise,  the  registrant  has  been
advised   that   in   the   opinion  of   the   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.

                              II-3
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 Sunnyvale, State of California, on the 14th  day  of
August, 1998.

                              Stanford Telecommunications, Inc.
                              
                              
                              
                              By: /s/ Val P. Peline
                                 Val P. Peline
                                 President

                        POWER OF ATTORNEY
                                
      Each  person whose signature appears below hereby  appoints
James  J.  Spilker,  Jr. and Jerome Klajbor,  and  each  of  them
severally,  acting  alone and without the  other,  his  true  and
lawful attorney-in-fact with authority to execute in the name  of
each  such  person, and to file with the Securities and  Exchange
Commission,  together  with  any  exhibits  thereto   and   other
documents  therewith, any and all amendments  (including  without
limitation   post-effective  amendments)  to  this   Registration
Statement  necessary  or advisable to enable  the  registrant  to
comply  with  the  Securities Act of 1933, as  amended,  and  any
rules,  regulations  and  requirements  of  the  Securities   and
Exchange Commission in respect thereof, which amendments may make
such  changes  in  this Registration Statement as  the  aforesaid
attorney-in-fact deems appropriate.

      Pursuant to the requirements of the Securities Act of 1933,
this  Registration  Statement  has  been  signed  below  by   the
following  persons  on  behalf  of  the  registrant  and  in  the
capacities and on the dates indicated.

Dated: August 14, 1998         /s/ Val P. Peline
                              Val P. Peline
                              President and Director
                              (Principal Executive Officer)

Dated: August 14, 1998         /s/ Jerome Klajbor
                              Jerome Klajbor
                              Vice President, Chief Financial
                              Officer and Secretary
                              (Principal Financial and Accounting
                              Officer)

                              II-4
Dated: August 14, 1998         /s/ James J. Spilker, Jr.
                              James J. Spilker, Jr.
                              Chairman of the Board

Dated: August 14, 1998         /s/ Michael Berberian
                              Michael Berberian
                              Director

Dated: August 14, 1998         /s/ John W. Brownie
                              John W. Brownie
                              Director

Dated: August 14, 1998         /s/ Leonard Schuchman
                              Leonard Schuchman
                              Director
                                
                                

Dated: August 14, 1998         /s/ C. Jerome Waylan
                              C. Jerome Waylan
                              Director

                              II-5
EXHIBIT INDEX

     Exhibit
     Number    Description
               
      5        Opinion of Counsel
               
      23.1     Consent of Counsel (included in Exhibit 5)
               
      23.2     Consent of Arthur Andersen LLP
               
      24       Power  of  Attorney  (included  on  the  signature
               pages to this Registration Statement)