As filed with the Securities and Exchange
                         Commission on November 7, 2000
                           Registration No. _________

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

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

                          PRO TECH COMMUNICATIONS, INC.
               (Exact name of Registrant as specified in Charter)

                 Florida                                59-3281593
     (State or Other Jurisdiction of                (I.R.S. Employer
      Incorporation or Organization)                Identification No.)

                           3111 Industrial 25th Street
                            Ft. Pierce, Florida 34946
                                 (561) 464-5100
       (Address, Including Zip Code, and Telephone Number, Including Area
               Code, of Registrant's Principal Executive Offices)

                             1998 Stock Option Plan
                            (Full title of the Plan)

                          RICHARD HENNESSEY, PRESIDENT
                          PRO TECH COMMUNICATIONS, INC.
                           3111 INDUSTRIAL 25TH STREET
                            FT. PIERCE, FLORIDA 34946
                                 (561) 464-5100
     (Name and Address, Including Zip Code, and Telephone Number, Including
                        Area Code, of Agent for Service)

                  Copies of all communications and notices to:
                            WILLIAM P. O'NEILL, ESQ.
                              CROWELL & MORING LLP
                            1001 PENNSYLVANIA AVE, NW
                              WASHINGTON, DC 20004
                                 (202) 624-2500

<PAGE>


                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>

                                                                PROPOSED
     TITLE OF                                  PROPOSED          MAXIMUM
    SECURITIES              AMOUNT             MAXIMUM          AGGREGATE        AMOUNT OF
       TO BE                TO BE           OFFERING PRICE      OFFERING       REGISTRATION
    REGISTERED          REGISTERED(1)         PER SHARE           PRICE             FEE
--------------------  -------------------  -----------------  --------------   --------------
<S>                    <C>                    <C>    <C>        <C>              <C>
   COMMON STOCK        1,500,000 SHARES       $0.750 (2)        $1,125,000       $   297
</TABLE>

(1)     This registration statement also covers such additional shares of common
        stock as may be issuable  pursuant to  adjustments  deemed  necessary or
        equitable by the Board of Directors  of the  registrant  upon changes in
        capitalization, as provided in Section 9 of the 1998 Stock Option Plan.

(2)     Estimated  solely for the purpose of calculating  the  registration  fee
        pursuant to Rule 457(h), based on the average of the high and low prices
        for the  common  stock as  reported  on the NASD OTC  Bulletin  Board on
        November 1, 2000.  The fees noted above were paid by the  registrant  on
        November 2, 2000.

                     STATEMENT OF INCORPORATION BY REFERENCE

     A  registration  statement on Form S-8 (File No.  333-60541) was filed with
the  Securities  and  Exchange   Commission  on  August  3,  1998  covering  the
registration of 500,000 shares initially  authorized for issuance under the 1998
Stock Option Plan (the "1998 Plan").  Pursuant to Rule 429 of the Securities Act
of 1933, as amended,  and General  Instruction E of Form S-8, this  registration
statement is being filed to register an additional  1,500,000 shares  authorized
under the 1998 Plan.  This  registration  statement  should also be considered a
post-effective  amendment to the prior registration  statement.  The contents of
the prior registration statement are incorporated herein by reference.

<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.    Plan Information

     The documents  containing the information  specified in Item 1 will be sent
or given to employees as specified by Rule  428(b)(1) of the  Securities  Act of
1933, as amended (the "Securities  Act").  Such documents are not required to be
and are not filed with the Securities and Exchange Commission (the "Commission")
either as part of this  registration  statement or as prospectuses or prospectus
supplements  pursuant to Rule 424 of the Securities Act. These documents and the
documents  incorporated by reference in this registration  statement pursuant to
Item 3 of Part II of this Form S-8, taken together, constitute a prospectus that
meets the requirements of section 10(a) of the Securities Act.


Item 2.    Registrant Information and Employee Plan Annual Information

     Upon  written  or  oral  request,  any of  the  documents  incorporated  by
reference in Item 3 of Part II of this  registration  statement (which documents
are incorporated by reference in this section 10(a) prospectus), other documents
required to be  delivered to eligible  employees  pursuant to Rule 428(b) of the
Securities  Act,  or  additional   information  about  the  1998  Plan  and  its
administrators are available without charge by contacting:

                          Richard Hennessey, President
                             Pro Tech Communications
                           3111 Industrial 25th Street
                            Ft. Pierce, Florida 34946
                                 (561) 464-5100

                                     <PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.    Incorporation of Documents by Reference

     The  following   documents  which  have  been  filed  previously  with  the
Commission by Pro Tech Communications, Inc. (the "Company") (Commission File No.
98676448)  pursuant to the  Securities  Exchange  Act of 1934,  as amended  (the
"Exchange Act"), are incorporated herein by reference:

(a)          The  Company's  Annual  Report on Form  10-KSB for the fiscal  year
             ended October 31, 1999 (filed on January 31, 2000, as amended April
             12 and April 26, 2000) and the Company's  Annual Meeting Notice and
             Proxy  Statement  dated  June 20,  2000  (incorporated  therein  by
             reference).

(b)          The  Company's  Quarterly  Reports  on Form  10-QSB  for the fiscal
             quarters  ended January 31, 2000,  April 30, 2000 and July 31, 2000
             and all other reports  filed  pursuant to Section 13(a) or 15(d) of
             the Exchange Act since the end of the Company's fiscal year.

(c)          The description of the Company's common stock, par value $0.001 per
             share, found in Item 8 of the Company's  Registration  Statement on
             Form 10-SB filed with the  Commission on August 5, 1996,  including
             any  amendment  or report  filed for the purpose of  updating  such
             description.

     All  documents  filed with the  Commission  subsequent  to the date of this
registration  statement  pursuant to Sections  13(a),  13(c), 14 or 15(d) of the
Exchange Act, prior to the filing of a post-effective  amendment which indicates
that all securities  offered have been sold or which  deregisters all securities
remaining  unsold,  shall be deemed to be  incorporated  by reference  into this
registration  statement  and to be a part hereof from the date of filing of such
documents with the Commission.


Item 4.    Descriptions of Securities

     Not applicable.


Item 5.    Interests of Named Experts and Counsel

     Matters  relating  to the  legality  of the  shares of common  stock  being
offered  hereby  have been  reviewed  for the  Company by its  outside  counsel,
Crowell & Moring LLP, 1001 Pennsylvania Avenue, NW, Washington, DC 20004.


Item 6.    Indemnification of Officers and Directors

     Article  VI of the  Registrant's  Bylaws,  as  amended  to the date of this
registration statement, provides as follows:

Section 1. General.  To the fullest  extent  permitted by law, this  Corporation
shall be entitled  but not  obligated  to  indemnify  any person who is or was a
party,  or is  threatened  to be made a party,  to any  threatened,  pending  or
completed  action,  suit or other type of proceeding (other than an action by or
in the right of this  Corporation),  whether  civil,  criminal,  administrative,
investigative  or otherwise,  and whether  formal or informal,  by reason of the
fact that such person is or was a director or officer of this  Corporation or is
or was  serving  at the  request of this  Corporation  as a  director,  officer,
employee, agent, trustee or fiduciary of another corporation, partnership, joint
venture,  trust (including,  without  limitation,  an employee benefit trust) or
other  enterprise,  against  judgments,  amounts paid in settlement,  penalties,
fines  (including  an excise tax assessed  with respect to any employee  benefit
plan) and expenses (including attorneys' fees, paralegals' fees and court costs)
actually and  reasonably  incurred in connection  with any such action,  suit or
other  proceeding,  including any appeal  thereof,  if such person acted in good
faith and in a manner such person  reasonably  believed to be in, or not opposed
to, the best  interests of this  Corporation  and,  with respect to any criminal
action or proceeding,  had no reasonable  cause to believe such person's conduct
was unlawful.  The termination of any such action,  suit or other  proceeding by
judgment,  order, settlement or conviction, or upon a plea of nolo contendere or
its equivalent,  shall not, of itself,  create a presumption that the person did
not act in good faith and in a manner that such person reasonably believed to be
in, or not opposed to, the best interests of this  Corporation  or, with respect
to any criminal action or proceeding,  had reasonable cause to believe that such
person's conduct was unlawful.

Section 2. Actions by or in the Right of this Corporation. To the fullest extent
permitted by law, whenever  indemnification  is proper as determined below, this
Corporation shall be obligated to indemnify any person who is or was a party, or
is  threatened  to be made a party,  to any  threatened,  pending  or  completed
action,  suit or other type of proceeding (as further  described in Section 1 of
this Article VI) by or in the right of this Corporation to procure a judgment in
its favor by reason of the fact that such person is or was a director or officer
of this Corporation or is or was serving at the request of this Corporation as a
director, officer, employee or agent of another corporation,  partnership, joint
venture, trust or other enterprise, against expenses (including attorneys' fees,
paralegals'  fees and court costs) and amounts paid in settlement not exceeding,
in the judgment of the Board of Directors,  the estimated expenses of litigating
the action,  suit or other  proceeding to  conclusion,  actually and  reasonably
incurred in connection  with the defense or  settlement of such action,  suit or
other  proceeding,  including any appeal  thereof,  if such person acted in good
faith and in a manner such person  reasonably  believed to be in, or not opposed
to, the best interests of this Corporation, except that no indemnification shall
be made  under this  Section 2 in  respect  of any claim,  issue or matter as to
which such person shall have been adjudged to be liable unless,  and only to the
extent  that,  the court in which  such  action,  suit or other  proceeding  was
brought,  or any other court of competent  jurisdiction,  shall  determine  upon
application  that,  despite the adjudication of liability but in view of all the
circumstances  of the case,  such  person is fairly and  reasonably  entitled to
indemnification for such expenses that such court shall deem proper.

Section 3. Obligation to Indemnify. To the extent that a director or officer has
been  successful  on the merits or otherwise  in defense of any action,  suit or
other proceeding referred to in Section 1 or Section 2 of this Article VI, or in
the  defense of any claim,  issue or matter  therein,  such person  shall,  upon
application,   be  indemnified  against  expenses  (including  attorneys'  fees,
paralegals'  fees and court  costs)  actually  and  reasonably  incurred by such
person in connection therewith.

Section  4.  Determination  that  Indemnification  is  Proper.   Indemnification
pursuant  to Section 1 or Section 2 of this  Article  VI,  unless made under the
provisions of Section 3 of this Article VI or unless  otherwise made pursuant to
a determination by a court, shall be made by this Corporation only as authorized
in the specific case upon a determination that the  indemnification is proper in
the circumstances because the indemnified person has met the applicable standard
of  conduct  set  forth in  Section  1 or  Section 2 of this  Article  VI.  Such
determination  shall be made either (1) by the Board of  Directors by a majority
vote of a quorum  consisting  of  Directors  who were not parties to the action,
suit or other  proceeding to which the  indemnification  relates;  (2) if such a
quorum is not obtainable or, even if obtainable, by majority vote of a committee
duly  designated by the Board of Directors (the  designation  being one in which
directors  who are parties  may  participate)  consisting  solely of two or more
directors not at the time parties to such action, suit or other proceeding;  (3)
by  independent  legal  counsel  (i)  selected  by the  Board  of  Directors  in
accordance with the requirements of subsection (1) or by a committee  designated
under subsection (2) or (ii) if a quorum of the directors cannot be obtained and
a committee cannot be designated, selected by majority vote of the full Board of
Directors  (the  vote  being  one  in  which   directors  who  are  parties  may
participate);  or  (4)  by the  shareholders  by a  majority  vote  of a  quorum
consisting of  shareholders  who were not parties to such action,  suit or other
proceeding  or,  if  no  such  quorum  is  obtainable,  by a  majority  vote  of
shareholders who were not parties to such action, suit or other proceeding.

Section 5. Evaluation and  Authorization.  Evaluation of the  reasonableness  of
expenses and authorization of  indemnification  shall be made in the same manner
as is  prescribed  in Section 4 of this  Article VI for the  determination  that
indemnification is permissible;  provided, however, that if the determination as
to whether  indemnification is permissible is made by independent legal counsel,
the persons who selected such independent legal counsel shall be responsible for
evaluating the reasonableness of expenses and may authorize indemnification.

Section  6.  Prepayment  of  Expenses.   Expenses  (including  attorneys'  fees,
paralegals' fees and court costs) incurred by a director or officer in defending
a civil or criminal action, suit or other proceeding referred to in Section 1 or
Section 2 of this Article VI may, in the  discretion  of the Board of Directors,
be paid by this  Corporation  in advance of the final  disposition  thereof upon
receipt of an  undertaking  by or on behalf of such director or officer to repay
such  amount  if  such  person  is  ultimately  found  not  to  be  entitled  to
indemnification by this Corporation pursuant to this Article VI.

Section 7.  Nonexclusivity and Limitations.  The indemnification and advancement
of expenses  provided  pursuant to this Article VI shall not be deemed exclusive
of any other  rights to which a person  may be  entitled  under any law,  bylaw,
agreement,  vote of shareholders or disinterested directors, or otherwise,  both
as to action in such  person's  official  capacity and as to action in any other
capacity  while holding office with this  Corporation,  and shall continue as to
any person who has ceased to be a  director  or officer  and shall  inure to the
benefit  of such  person's  heirs  and  personal  representatives.  The Board of
Directors  may,  at any  time,  approve  indemnification  of or  advancement  of
expenses  to any  other  person  that this  Corporation  has the power by law to
indemnify,   including,  without  limitation,   employees  and  agents  of  this
Corporation.  In all cases not  specifically  provided  for in this  Article VI,
indemnification  or advancement of expenses shall not be made to the extent that
such indemnification or advancement of expenses is expressly prohibited bylaw.

Section 8. Continuation of  Indemnification  Right.  Unless expressly  otherwise
provided when authorized or ratified by this  corporation,  indemnification  and
advancement  of expenses as provided for in this Article VI shall continue as to
a person who has ceased to be a director,  officer,  employee or agent and shall
inure to the benefit of the heirs, executors, and administrators of such person.
For purposes of this Article VI, the term "Corporation" includes, in addition to
the  resulting   corporation,   any  constituent   corporation   (including  any
constituent of a constituent) absorbed in a consolidation or merger, so that any
person who is or was a director or officer of a constituent  corporation,  or is
or was  serving  at the  request of a  constituent  corporation  as a  director,
officer, employee or agent of another corporation,  partnership,  joint venture,
trust or other  enterprise,  is in the same position  under this Article VI with
respect to the resulting or surviving corporation as such person would have been
with  respect to such  constituent  corporation  if its separate  existence  had
continued.

Section 9. Insurance.  The  Corporation  may purchase and maintain  insurance on
behalf of any person who is or was a  director,  officer,  employee  or agent of
this Corporation, or who is or was serving at the request of this Corporation as
a  director,  officer,  employee or agent of another  corporation,  partnership,
joint venture,  trust or other enterprise against any liability asserted against
such person and  incurred by such person in any such  capacity or arising out of
such person's  status as such,  whether or not this  Corporation  would have the
power to indemnify such person against the liability  under Section 1 or Section
2 of this Article VI.

Item 7.    Exemption from Registration Claimed

     Not applicable.


<PAGE>
Item 8.        Exhibits

     The exhibits  listed below are listed  according to the number  assigned in
the table in Item 601 of Regulation S-K.

        Exhibit No.                         Description of Exhibit

          4(a)        Amended and Restated  Articles of Incorporation of the
                      Company as filed with the  Department  of State of the
                      state of Florida on September  29, 2000  (incorporated by
                      reference   to  Exhibit   3(b)  of   Registrant's
                      Registration  Statement  on Form S-1 filed on
                      November 3, 2000).

          4(b)        Bylaws of the Company  (incorporated  by  reference to
                      Exhibit 3(c) to the Company's  Registration  Statement on
                      Form S-1 filed on November 3, 2000).

          4(c)        Amended and Restated 1998 Stock Option Plan.

          5           Opinion of Crowell & Moring  LLP,  outside  counsel to the
                      Company,  as to the  legality  of the  shares  of common
                      stock to  which  this  registration  statement relates.

         23(a)        Consent of Morgan, Jacoby, Thurn, Boyle & Associates, P.A.

         24           Powers of Attorney (see "Signatures").


<PAGE>


Item 9.        Undertakings

     The undersigned registrant hereby undertakes:

(a)(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 event 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 and of the estimated  maximum  offering  range may be
               reflected  in the form of  prospectus  filed with the  Commission
               pursuant  to Rule  424(b) if, in the  aggregate,  the  changes in
               volume and price  represent no more than 20 percent 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  the  registration
               statement  or any  material  change  to such  information  in the
               registration statement;

               provided,  however, that the undertakings set forth in paragraphs
               (1)(i) and (1)(ii) above 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 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.

(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)  That  for  purposes  of  determining   any  liability  under  the
               Securities  Act,  each filing of the  registrant's  annual report
               pursuant to Section  13(a) or 15(d) of the  Exchange  Act 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.

          (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  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.



<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Ft. Pierce, State of Florida, on November 7, 2000.



                                    PRO TECH COMMUNICATIONS, INC.
                                    (Registrant)


Date:   November 7, 2000            By:     /s/ KEITH LARKIN
                                            ----------------------------------
                                            Keith Larkin
                                            Chairman of the Board,
                                            Chief Executive Officer and
                                            Treasurer

     Each of the  undersigned  hereby  appoints  Keith  Larkin,  Chairman of the
Board,  Chief  Executive  Officer,  and  Treasurer,  his or her true and  lawful
attorneys  to execute (in the name of and on behalf of and as  attorney  for the
undersigned) any and all amendments to this registration statement,  and to file
the same, with all exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission.

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

                                       (1)  Principal Executive Officer,
                                            Principal Financial Officer and
                                            Principal Accounting Officer


Date:   November 7, 2000                    /s/ KEITH LARKIN
                                            ---------------------------------
                                            Keith Larkin,
                                            Chairman of the Board,
                                            Chief Executive Officer and
                                            Treasurer




                                        (2) Board of Directors


Date:   November 7, 2000                    /s/ RICHARD HENNESSEY
                                            ----------------------------
                                            Richard Hennessey, President and
                                            Director


Date:   November 7, 2000                    /s/ MICHAEL J. PARRELLA
                                            ----------------------------
                                            Michael J. Parrella, Director



Date:   November 7, 2000                    /s/ CY E. HAMMOND
                                            -------------------------------
                                            Cy E. Hammond, Director



Date:   November 7, 2000                    /s/ IRENE LEBOVICS
                                            ---------------------------------
                                            Irene Lebovics, Director



<PAGE>


                                  EXHIBIT INDEX

                                                                      Sequential
Exhibit No.                         Description                       Page No.

    4(a)         Amended and Restated  Articles of Incorporation
                 of the Company as filed with the  Department of
                 State   of   the    state   of    Florida    on
                 September 29, 2000  (incorporated  by reference
                 to Exhibit  3(b) of  Registrant's  Registration
                 Statement     on    Form    S-1     filed    on
                 November 3, 2000).

    4(b)         Bylaws of the Company (incorporated by reference
                 to Exhibit 3(c) of the  Company's  Registration
                 Statement on Form S-1 filed on November 3, 2000).

    4(c)         Amended and Restated 1998 Stock Option Plan.            12

    5            Opinion  of  Crowell  &  Moring  LLP,  outside          20
                 counsel to the  Company,  as to the legality of
                 the  shares  of  common  stock  to  which  this
                 registration statement relates.

    23(a)        Consent  of  Morgan,  Jacoby,  Thurn,  Boyle  &          21
                 Associates, P.A.

    24           Powers of Attorney (see "Signatures").                    9
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "PRO TECH COMMUNICATIONS, INC. S-8", "secsgml_size_bytes": 29691}]
{"company-data": {"conformed-name": "PRO TECH COMMUNICATIONS INC", "cik": "0000945481", "assigned-sic": "4813", "irs-number": "593281593", "state-of-incorporation": "FL", "fiscal-year-end": "1031"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-49488", "film-number": "754899"}, "business-address": {"street1": "3311 INDUSTRIAL 25TH ST", "city": "FORT PIERCE", "state": "FL", "zip": "34946", "phone": "4074645100"}, "mail-address": {"street1": "3311 INDUSTRIAL 25TH STREET", "city": "FT PIERCE", "state": "FL", "zip": "34946"}}
As filed with the Securities and Exchange
                         Commission on November 7, 2000
                           Registration No. _________

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

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

                          PRO TECH COMMUNICATIONS, INC.
               (Exact name of Registrant as specified in Charter)

                 Florida                                59-3281593
     (State or Other Jurisdiction of                (I.R.S. Employer
      Incorporation or Organization)                Identification No.)

                           3111 Industrial 25th Street
                            Ft. Pierce, Florida 34946
                                 (561) 464-5100
       (Address, Including Zip Code, and Telephone Number, Including Area
               Code, of Registrant's Principal Executive Offices)

                             1998 Stock Option Plan
                            (Full title of the Plan)

                          RICHARD HENNESSEY, PRESIDENT
                          PRO TECH COMMUNICATIONS, INC.
                           3111 INDUSTRIAL 25TH STREET
                            FT. PIERCE, FLORIDA 34946
                                 (561) 464-5100
     (Name and Address, Including Zip Code, and Telephone Number, Including
                        Area Code, of Agent for Service)

                  Copies of all communications and notices to:
                            WILLIAM P. O'NEILL, ESQ.
                              CROWELL & MORING LLP
                            1001 PENNSYLVANIA AVE, NW
                              WASHINGTON, DC 20004
                                 (202) 624-2500
CALCULATION OF REGISTRATION FEE
PROPOSED
     TITLE OF                                  PROPOSED          MAXIMUM
    SECURITIES              AMOUNT             MAXIMUM          AGGREGATE        AMOUNT OF
       TO BE                TO BE           OFFERING PRICE      OFFERING       REGISTRATION
    REGISTERED          REGISTERED(1)         PER SHARE           PRICE             FEE
--------------------  -------------------  -----------------  --------------   --------------
COMMON STOCK        1,500,000 SHARES       $0.750 (2)        $1,125,000       $   297
(1)     This registration statement also covers such additional shares of common
        stock as may be issuable  pursuant to  adjustments  deemed  necessary or
        equitable by the Board of Directors  of the  registrant  upon changes in
        capitalization, as provided in Section 9 of the 1998 Stock Option Plan.

(2)     Estimated  solely for the purpose of calculating  the  registration  fee
        pursuant to Rule 457(h), based on the average of the high and low prices
        for the  common  stock as  reported  on the NASD OTC  Bulletin  Board on
        November 1, 2000.  The fees noted above were paid by the  registrant  on
        November 2, 2000.

                     STATEMENT OF INCORPORATION BY REFERENCE

     A  registration  statement on Form S-8 (File No.  333-60541) was filed with
the  Securities  and  Exchange   Commission  on  August  3,  1998  covering  the
registration of 500,000 shares initially  authorized for issuance under the 1998
Stock Option Plan (the "1998 Plan").  Pursuant to Rule 429 of the Securities Act
of 1933, as amended,  and General  Instruction E of Form S-8, this  registration
statement is being filed to register an additional  1,500,000 shares  authorized
under the 1998 Plan.  This  registration  statement  should also be considered a
post-effective  amendment to the prior registration  statement.  The contents of
the prior registration statement are incorporated herein by reference.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.    Plan Information

     The documents  containing the information  specified in Item 1 will be sent
or given to employees as specified by Rule  428(b)(1) of the  Securities  Act of
1933, as amended (the "Securities  Act").  Such documents are not required to be
and are not filed with the Securities and Exchange Commission (the "Commission")
either as part of this  registration  statement or as prospectuses or prospectus
supplements  pursuant to Rule 424 of the Securities Act. These documents and the
documents  incorporated by reference in this registration  statement pursuant to
Item 3 of Part II of this Form S-8, taken together, constitute a prospectus that
meets the requirements of section 10(a) of the Securities Act.

Item 2.    Registrant Information and Employee Plan Annual Information

     Upon  written  or  oral  request,  any of  the  documents  incorporated  by
reference in Item 3 of Part II of this  registration  statement (which documents
are incorporated by reference in this section 10(a) prospectus), other documents
required to be  delivered to eligible  employees  pursuant to Rule 428(b) of the
Securities  Act,  or  additional   information  about  the  1998  Plan  and  its
administrators are available without charge by contacting:

                          Richard Hennessey, President
                             Pro Tech Communications
                           3111 Industrial 25th Street
                            Ft. Pierce, Florida 34946
                                 (561) 464-5100
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.    Incorporation of Documents by Reference

     The  following   documents  which  have  been  filed  previously  with  the
Commission by Pro Tech Communications, Inc. (the "Company") (Commission File No.
98676448)  pursuant to the  Securities  Exchange  Act of 1934,  as amended  (the
"Exchange Act"), are incorporated herein by reference:

(a)          The  Company's  Annual  Report on Form  10-KSB for the fiscal  year
             ended October 31, 1999 (filed on January 31, 2000, as amended April
             12 and April 26, 2000) and the Company's  Annual Meeting Notice and
             Proxy  Statement  dated  June 20,  2000  (incorporated  therein  by
             reference).

(b)          The  Company's  Quarterly  Reports  on Form  10-QSB  for the fiscal
             quarters  ended January 31, 2000,  April 30, 2000 and July 31, 2000
             and all other reports  filed  pursuant to Section 13(a) or 15(d) of
             the Exchange Act since the end of the Company's fiscal year.

(c)          The description of the Company's common stock, par value $0.001 per
             share, found in Item 8 of the Company's  Registration  Statement on
             Form 10-SB filed with the  Commission on August 5, 1996,  including
             any  amendment  or report  filed for the purpose of  updating  such
             description.

     All  documents  filed with the  Commission  subsequent  to the date of this
registration  statement  pursuant to Sections  13(a),  13(c), 14 or 15(d) of the
Exchange Act, prior to the filing of a post-effective  amendment which indicates
that all securities  offered have been sold or which  deregisters all securities
remaining  unsold,  shall be deemed to be  incorporated  by reference  into this
registration  statement  and to be a part hereof from the date of filing of such
documents with the Commission.

Item 4.    Descriptions of Securities

     Not applicable.

Item 5.    Interests of Named Experts and Counsel

     Matters  relating  to the  legality  of the  shares of common  stock  being
offered  hereby  have been  reviewed  for the  Company by its  outside  counsel,
Crowell & Moring LLP, 1001 Pennsylvania Avenue, NW, Washington, DC 20004.

Item 6.    Indemnification of Officers and Directors

     Article  VI of the  Registrant's  Bylaws,  as  amended  to the date of this
registration statement, provides as follows:

Section 1. General.  To the fullest  extent  permitted by law, this  Corporation
shall be entitled  but not  obligated  to  indemnify  any person who is or was a
party,  or is  threatened  to be made a party,  to any  threatened,  pending  or
completed  action,  suit or other type of proceeding (other than an action by or
in the right of this  Corporation),  whether  civil,  criminal,  administrative,
investigative  or otherwise,  and whether  formal or informal,  by reason of the
fact that such person is or was a director or officer of this  Corporation or is
or was  serving  at the  request of this  Corporation  as a  director,  officer,
employee, agent, trustee or fiduciary of another corporation, partnership, joint
venture,  trust (including,  without  limitation,  an employee benefit trust) or
other  enterprise,  against  judgments,  amounts paid in settlement,  penalties,
fines  (including  an excise tax assessed  with respect to any employee  benefit
plan) and expenses (including attorneys' fees, paralegals' fees and court costs)
actually and  reasonably  incurred in connection  with any such action,  suit or
other  proceeding,  including any appeal  thereof,  if such person acted in good
faith and in a manner such person  reasonably  believed to be in, or not opposed
to, the best  interests of this  Corporation  and,  with respect to any criminal
action or proceeding,  had no reasonable  cause to believe such person's conduct
was unlawful.  The termination of any such action,  suit or other  proceeding by
judgment,  order, settlement or conviction, or upon a plea of nolo contendere or
its equivalent,  shall not, of itself,  create a presumption that the person did
not act in good faith and in a manner that such person reasonably believed to be
in, or not opposed to, the best interests of this  Corporation  or, with respect
to any criminal action or proceeding,  had reasonable cause to believe that such
person's conduct was unlawful.

Section 2. Actions by or in the Right of this Corporation. To the fullest extent
permitted by law, whenever  indemnification  is proper as determined below, this
Corporation shall be obligated to indemnify any person who is or was a party, or
is  threatened  to be made a party,  to any  threatened,  pending  or  completed
action,  suit or other type of proceeding (as further  described in Section 1 of
this Article VI) by or in the right of this Corporation to procure a judgment in
its favor by reason of the fact that such person is or was a director or officer
of this Corporation or is or was serving at the request of this Corporation as a
director, officer, employee or agent of another corporation,  partnership, joint
venture, trust or other enterprise, against expenses (including attorneys' fees,
paralegals'  fees and court costs) and amounts paid in settlement not exceeding,
in the judgment of the Board of Directors,  the estimated expenses of litigating
the action,  suit or other  proceeding to  conclusion,  actually and  reasonably
incurred in connection  with the defense or  settlement of such action,  suit or
other  proceeding,  including any appeal  thereof,  if such person acted in good
faith and in a manner such person  reasonably  believed to be in, or not opposed
to, the best interests of this Corporation, except that no indemnification shall
be made  under this  Section 2 in  respect  of any claim,  issue or matter as to
which such person shall have been adjudged to be liable unless,  and only to the
extent  that,  the court in which  such  action,  suit or other  proceeding  was
brought,  or any other court of competent  jurisdiction,  shall  determine  upon
application  that,  despite the adjudication of liability but in view of all the
circumstances  of the case,  such  person is fairly and  reasonably  entitled to
indemnification for such expenses that such court shall deem proper.

Section 3. Obligation to Indemnify. To the extent that a director or officer has
been  successful  on the merits or otherwise  in defense of any action,  suit or
other proceeding referred to in Section 1 or Section 2 of this Article VI, or in
the  defense of any claim,  issue or matter  therein,  such person  shall,  upon
application,   be  indemnified  against  expenses  (including  attorneys'  fees,
paralegals'  fees and court  costs)  actually  and  reasonably  incurred by such
person in connection therewith.

Section  4.  Determination  that  Indemnification  is  Proper.   Indemnification
pursuant  to Section 1 or Section 2 of this  Article  VI,  unless made under the
provisions of Section 3 of this Article VI or unless  otherwise made pursuant to
a determination by a court, shall be made by this Corporation only as authorized
in the specific case upon a determination that the  indemnification is proper in
the circumstances because the indemnified person has met the applicable standard
of  conduct  set  forth in  Section  1 or  Section 2 of this  Article  VI.  Such
determination  shall be made either (1) by the Board of  Directors by a majority
vote of a quorum  consisting  of  Directors  who were not parties to the action,
suit or other  proceeding to which the  indemnification  relates;  (2) if such a
quorum is not obtainable or, even if obtainable, by majority vote of a committee
duly  designated by the Board of Directors (the  designation  being one in which
directors  who are parties  may  participate)  consisting  solely of two or more
directors not at the time parties to such action, suit or other proceeding;  (3)
by  independent  legal  counsel  (i)  selected  by the  Board  of  Directors  in
accordance with the requirements of subsection (1) or by a committee  designated
under subsection (2) or (ii) if a quorum of the directors cannot be obtained and
a committee cannot be designated, selected by majority vote of the full Board of
Directors  (the  vote  being  one  in  which   directors  who  are  parties  may
participate);  or  (4)  by the  shareholders  by a  majority  vote  of a  quorum
consisting of  shareholders  who were not parties to such action,  suit or other
proceeding  or,  if  no  such  quorum  is  obtainable,  by a  majority  vote  of
shareholders who were not parties to such action, suit or other proceeding.

Section 5. Evaluation and  Authorization.  Evaluation of the  reasonableness  of
expenses and authorization of  indemnification  shall be made in the same manner
as is  prescribed  in Section 4 of this  Article VI for the  determination  that
indemnification is permissible;  provided, however, that if the determination as
to whether  indemnification is permissible is made by independent legal counsel,
the persons who selected such independent legal counsel shall be responsible for
evaluating the reasonableness of expenses and may authorize indemnification.

Section  6.  Prepayment  of  Expenses.   Expenses  (including  attorneys'  fees,
paralegals' fees and court costs) incurred by a director or officer in defending
a civil or criminal action, suit or other proceeding referred to in Section 1 or
Section 2 of this Article VI may, in the  discretion  of the Board of Directors,
be paid by this  Corporation  in advance of the final  disposition  thereof upon
receipt of an  undertaking  by or on behalf of such director or officer to repay
such  amount  if  such  person  is  ultimately  found  not  to  be  entitled  to
indemnification by this Corporation pursuant to this Article VI.

Section 7.  Nonexclusivity and Limitations.  The indemnification and advancement
of expenses  provided  pursuant to this Article VI shall not be deemed exclusive
of any other  rights to which a person  may be  entitled  under any law,  bylaw,
agreement,  vote of shareholders or disinterested directors, or otherwise,  both
as to action in such  person's  official  capacity and as to action in any other
capacity  while holding office with this  Corporation,  and shall continue as to
any person who has ceased to be a  director  or officer  and shall  inure to the
benefit  of such  person's  heirs  and  personal  representatives.  The Board of
Directors  may,  at any  time,  approve  indemnification  of or  advancement  of
expenses  to any  other  person  that this  Corporation  has the power by law to
indemnify,   including,  without  limitation,   employees  and  agents  of  this
Corporation.  In all cases not  specifically  provided  for in this  Article VI,
indemnification  or advancement of expenses shall not be made to the extent that
such indemnification or advancement of expenses is expressly prohibited bylaw.

Section 8. Continuation of  Indemnification  Right.  Unless expressly  otherwise
provided when authorized or ratified by this  corporation,  indemnification  and
advancement  of expenses as provided for in this Article VI shall continue as to
a person who has ceased to be a director,  officer,  employee or agent and shall
inure to the benefit of the heirs, executors, and administrators of such person.
For purposes of this Article VI, the term "Corporation" includes, in addition to
the  resulting   corporation,   any  constituent   corporation   (including  any
constituent of a constituent) absorbed in a consolidation or merger, so that any
person who is or was a director or officer of a constituent  corporation,  or is
or was  serving  at the  request of a  constituent  corporation  as a  director,
officer, employee or agent of another corporation,  partnership,  joint venture,
trust or other  enterprise,  is in the same position  under this Article VI with
respect to the resulting or surviving corporation as such person would have been
with  respect to such  constituent  corporation  if its separate  existence  had
continued.

Section 9. Insurance.  The  Corporation  may purchase and maintain  insurance on
behalf of any person who is or was a  director,  officer,  employee  or agent of
this Corporation, or who is or was serving at the request of this Corporation as
a  director,  officer,  employee or agent of another  corporation,  partnership,
joint venture,  trust or other enterprise against any liability asserted against
such person and  incurred by such person in any such  capacity or arising out of
such person's  status as such,  whether or not this  Corporation  would have the
power to indemnify such person against the liability  under Section 1 or Section
2 of this Article VI.

Item 7.    Exemption from Registration Claimed

     Not applicable.
Item 8.        Exhibits

     The exhibits  listed below are listed  according to the number  assigned in
the table in Item 601 of Regulation S-K.

        Exhibit No.                         Description of Exhibit

          4(a)        Amended and Restated  Articles of Incorporation of the
                      Company as filed with the  Department  of State of the
                      state of Florida on September  29, 2000  (incorporated by
                      reference   to  Exhibit   3(b)  of   Registrant's
                      Registration  Statement  on Form S-1 filed on
                      November 3, 2000).

          4(b)        Bylaws of the Company  (incorporated  by  reference to
                      Exhibit 3(c) to the Company's  Registration  Statement on
                      Form S-1 filed on November 3, 2000).

          4(c)        Amended and Restated 1998 Stock Option Plan.

          5           Opinion of Crowell & Moring  LLP,  outside  counsel to the
                      Company,  as to the  legality  of the  shares  of common
                      stock to  which  this  registration  statement relates.

         23(a)        Consent of Morgan, Jacoby, Thurn, Boyle & Associates, P.A.

         24           Powers of Attorney (see "Signatures").
Item 9.        Undertakings

     The undersigned registrant hereby undertakes:

(a)(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 event 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 and of the estimated  maximum  offering  range may be
               reflected  in the form of  prospectus  filed with the  Commission
               pursuant  to Rule  424(b) if, in the  aggregate,  the  changes in
               volume and price  represent no more than 20 percent 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  the  registration
               statement  or any  material  change  to such  information  in the
               registration statement;

               provided,  however, that the undertakings set forth in paragraphs
               (1)(i) and (1)(ii) above 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 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.

(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)  That  for  purposes  of  determining   any  liability  under  the
               Securities  Act,  each filing of the  registrant's  annual report
               pursuant to Section  13(a) or 15(d) of the  Exchange  Act 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.

          (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  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, as amended, 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 Ft. Pierce, State of Florida, on November 7, 2000.

                                    PRO TECH COMMUNICATIONS, INC.
                                    (Registrant)

Date:   November 7, 2000            By:     /s/ KEITH LARKIN
                                            ----------------------------------
                                            Keith Larkin
                                            Chairman of the Board,
                                            Chief Executive Officer and
                                            Treasurer

     Each of the  undersigned  hereby  appoints  Keith  Larkin,  Chairman of the
Board,  Chief  Executive  Officer,  and  Treasurer,  his or her true and  lawful
attorneys  to execute (in the name of and on behalf of and as  attorney  for the
undersigned) any and all amendments to this registration statement,  and to file
the same, with all exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission.

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

                                       (1)  Principal Executive Officer,
                                            Principal Financial Officer and
                                            Principal Accounting Officer

Date:   November 7, 2000                    /s/ KEITH LARKIN
                                            ---------------------------------
                                            Keith Larkin,
                                            Chairman of the Board,
                                            Chief Executive Officer and
                                            Treasurer

                                        (2) Board of Directors

Date:   November 7, 2000                    /s/ RICHARD HENNESSEY
                                            ----------------------------
                                            Richard Hennessey, President and
                                            Director

Date:   November 7, 2000                    /s/ MICHAEL J. PARRELLA
                                            ----------------------------
                                            Michael J. Parrella, Director

Date:   November 7, 2000                    /s/ CY E. HAMMOND
                                            -------------------------------
                                            Cy E. Hammond, Director

Date:   November 7, 2000                    /s/ IRENE LEBOVICS
                                            ---------------------------------
                                            Irene Lebovics, Director
EXHIBIT INDEX

                                                                      Sequential
Exhibit No.                         Description                       Page No.

    4(a)         Amended and Restated  Articles of Incorporation
                 of the Company as filed with the  Department of
                 State   of   the    state   of    Florida    on
                 September 29, 2000  (incorporated  by reference
                 to Exhibit  3(b) of  Registrant's  Registration
                 Statement     on    Form    S-1     filed    on
                 November 3, 2000).

    4(b)         Bylaws of the Company (incorporated by reference
                 to Exhibit 3(c) of the  Company's  Registration
                 Statement on Form S-1 filed on November 3, 2000).

    4(c)         Amended and Restated 1998 Stock Option Plan.            12

    5            Opinion  of  Crowell  &  Moring  LLP,  outside          20
                 counsel to the  Company,  as to the legality of
                 the  shares  of  common  stock  to  which  this
                 registration statement relates.

    23(a)        Consent  of  Morgan,  Jacoby,  Thurn,  Boyle  &          21
                 Associates, P.A.

    24           Powers of Attorney (see "Signatures").                    9