As filed with the Securities and Exchange Commission
                              on December 28, 1995
                                                                Registration No.
- --------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                      ------------------------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                           --------------------------
                              DEL ELECTRONICS CORP.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                    New York                      13-1784308
           ----------------------------    -------------------------
           (State or other jurisdiction    (I.R.S. Employer
           of incorporation or             Identification No.)
           organization)

                  One Commerce Park, Valhalla, New York 10595
- --------------------------------------------------------------------------------
                    (Address of Principal Executive Offices)

          DEL ELECTRONICS CORP. AMENDED AND RESTATED STOCK OPTION PLAN
               DEL ELECTRONICS CORPORATION 401(k) PLAN, AS AMENDED
- --------------------------------------------------------------------------------
                            (Full title of the plans)


                               Leonard A. Trugman
- --------------------------------------------------------------------------------
                      President and Chief Executive Officer
                             Del Electronics Corp.

              One Commerce Park, Valhalla, NY 10595 (914) 686-3600
- --------------------------------------------------------------------------------
(Name, address, including zip code, and telephone number, including area code,
of agent for service)

                                With a copy to:
                        Tashlik, Kreutzer & Goldwyn P.C.
                             833 Northern Boulevard
                              Great Neck, NY 11021
                                 (516) 466-8005



<PAGE>
<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE


- ----------------- --------------- --------------- --------------- --------------
Title of each                     Proposed        Proposed
Class of                          maximum         maximum         Amount of
Securities to be  Amount to be    offering price  aggregate       Registration
registered (1)    registered (2)  per share (3)   offering price  Fee
                                                  (3)
- ----------------- --------------- --------------- --------------- --------------
<S>               <C>             <C>             <C>             <C>

Common Stock,
$.10 par value    286,946 shares  $6.31           $1,810,629.20   $624.30
per share
- ----------------- --------------- --------------- --------------- --------------

<FN>
(1)      The proposed commencement of sales is to be as soon as practicable
         after the Registration Statement has become effective and upon the
         exercise of any option granted under the Plan.

(2)      There are also being registered hereunder such additional shares of the
         Registrant's common stock as may be issuable in connection with
         adjustments under the Plan and 401(k) Plan, as hereinafter defined, to
         reflect certain changes in the Registrant's capital structure,
         including stock dividends or stock split-ups.

(3)      Estimated solely for the purpose of determining the registration fee
         pursuant to Rule 475(h) under the Securities Act of 1933, as amended.
         The calculation of the proposed maximum aggregate offering price has
         been based upon (a) the registration hereunder of (i) an aggregate of
         265,225 additional shares of the Registrant's common stock to be issued
         pursuant to options granted under the Del Electronics Corp. Amended and
         Restated Stock Option Plan (the "Plan") and (ii) 21,721 shares of the
         Registrant's common stock, of which 11,721 shares are issued and of
         which 10,000 shares are reserved for issuance pursuant to the Del
         Electronics Corporation's 401(k) Plan ("401(k) Plan") and (b) the
         proposed maximum offering price per share. The proposed maximum
         offering price per share represents the average of the high and low
         sales prices $6.375 and $6.25, respectively, of the Registrant's common
         stock on the AMEX as reported on the AMEX Composite Tape on December
         27, 1995.
</FN>
</TABLE>


                                       2
<PAGE>


                                EXPLANATORY NOTE
                                ----------------

         The Registration Statement has been prepared, in part, in accordance
with the requirements of General Instruction E to Form S-8, as amended. One of
the purposes of this Registration Statement is to register an additional 257,500
shares of Common Stock, $.10 par value per share (the "Common Stock"), of Del
Electronics Corp. (the "Company"), which shares of Common Stock have been
reserved for issuance upon the exercise of options to purchase Common Stock
granted pursuant to the Del Electronics Corp. Amended and Restated Stock Option
Plan (the "Plan"). 1,967,181 shares of Common Stock (including stock dividends) 
have been previously registered for issuance under the Plan pursuant to
Registration Statements on Form S-8, on January 25, 1988, File No. 33-19772,
September 17, 1992, File No. 33-52088 and May 13, 1994, File No. 33-78910 (the
"Registration Statements"). On February 15, 1995, the shareholders of the
Company authorized the increase in the number of the Common Stock authorized for
issuance under the Plan to 2,223,648. The contents of such Registration
Statements are incorporated herein by reference.

         The Registration Statement has been further prepared to register 11,721
shares of Common Stock issued under the Company's 401(k) Plan (the "401(k)
Plan") and 10,000 shares of Common Stock reserved for issuance under the 401(k)
Plan.

         In accordance with General Instruction E to Form S-8, as amended, the
Company has provided the above-referenced information, which information is
required in this Registration Statement. Moreover, as specifically required by
General Instruction E, the necessary opinion and consent are attached hereto as
Exhibits 5.0 and 23.1.

Recent Events
- -------------

         The Company reached an Agreement in Principle to acquire selected
assets and the business of the GENDEX Medical Division of DENTSPLY
International, Inc. ("GENDEX"). GENDEX is a designer and manufacturer of medical
x-ray equipment, including high frequency x-ray systems and mammography systems.
GENDEX has sales of approximately twenty million dollars. The acquisition is
subject to the Company's due diligence review, bank financing and the
negotiation of a definitive purchase agreement.


                                       3
<PAGE>


                                     PART II
                                     -------

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.    Incorporation of Documents by Reference.
           ----------------------------------------

         The following documents which have heretofore been filed by Del
Electronics Corp. (the "Company") with the Securities and Exchange Commission
pursuant to the Securities Exchange Act of 1934, as amended (the "1934 Act") or
the Securities Act of 1933, as amended (the "1933 Act"), are incorporated by
reference herein and shall be deemed to be a part hereof:

         (a)    the Company's Annual Report on Form 10-K as amended for the year
                ended July 29, 1995 and the Exhibits thereto, filed under
                Section 15(d) of the Securities Exchange Act of 1934 as amended
                (the "Exchange Act") (File No. 1-10512);

         (b)    the Company's Quarterly Report on Form 10-Q for the quarter
                ended October 28, 1995 and Exhibits thereto, filed under Section
                15(d) of the Exchange Act (File No. 1-10512);

         (c)    all other reports filed by the Company pursuant to Section 13(a)
                or 15(d) of the Exchange Act since July 29, 1995 and prior to
                the termination of the offering of securities covered by this
                Registration Statement; and

         (d)    the description of the Company's Common Stock contained in a
                Registration Statement of the Registrant filed under the
                Exchange Act, including any amendments or reports filed for the
                purpose of updating such description.

Item 4.    Description of Securities.
           -------------------------

         Not applicable. The Company's Common Stock to be offered pursuant to
this Registration Statement has been registered under Section 12 of the Exchange
Act as described in Item 3 of this Part II.

Item 5.    Interests of Named Experts and Counsel.
           --------------------------------------

         Not applicable.

                                       4
<PAGE>


                                  LEGAL OPINION

         The legality of the shares of the Company's Common Stock offered hereby
will be passed upon for the Company by Tashlik, Kreutzer & Goldwyn P.C., 833
Northern Boulevard, Great Neck, New York 11021. Members of such firm own,
directly or indirectly, shares of Common Stock and options to purchase shares of
Common Stock.


                                     EXPERTS

         The financial statements incorporated in this prospectus by reference
from the Company's Annual Report on Form 10-K, as amended, for the fiscal year
ended July 29, 1995 have been audited by Deloitte & Touche LLP, independent
auditors as stated in their report which is incorporated herein by reference,
and have been so incorporated in reliance upon the report of such firm given
upon their authority as experts in accounting and auditing.

Item 6.    Indemnification of Directors and Officers.
           -----------------------------------------

         (a)   Section 722 of the New York Business Corporation Law ("NYBCL")
permits, in general, a New York corporation to indemnify any person made, or
threatened to be made, a party to an action or proceeding by reason of the fact
that he or she was a director or officer of the corporation, or served another
entity in any capacity at the request of the corporation, against any judgment,
fines, amounts paid in settlement and reasonable expenses, including attorney's
fees actually and necessarily incurred as a result of such action or proceeding,
or any appeal therein, if such person acted in good faith, for a purpose he or
she reasonably believed to be in, or in the case of service for another entity,
not opposed to, the best interests of the corporation and, in criminal actions
or proceedings, in addition had no reasonable cause to believe that his or her
conduct was unlawful. Section 723 of the NYBCL permits the corporation to pay in
advance of a final disposition of such action or proceeding the expenses
incurred in defending such action or proceeding upon receipt of an undertaking
by or on behalf of the director or officer to repay such amount as, and to the
extent, required by statute. Section 721 of the NYBCL provides that
indemnification and advancement of expense provisions contained in the NYBCL
shall not be deemed exclusive of any rights to which a director or officer
seeking indemnification or advancement of expenses may be entitled, provided no
indemnification may be made on behalf of any director or officer if a judgment
or other final adjudication adverse to the director or officer establishes that
his or her acts were committed in bad faith or were the result of active or
deliberate dishonesty and were material to the cause of action so adjudicated,
or that he or she personally gained in fact a financial profit or other
advantage to which he or she was not legally entitled.

                                       5
<PAGE>

                                       
         (b)   Paragraph TWELFTH of the Company's Certificate of Incorporation
limits directors' liability as permitted by Section 402(b) of the NYBCL and
reads in its entirety as follows:

               "TWELFTH: No director of the Corporation shall be personally
         liable to the Corporation or its shareholders for damages for any
         breach of duty in such capacity, provided that nothing contained in
         this Article shall eliminate or limit:

               (a) the liability of any director if a judgment or other final
         adjudication adverse to him establishes that his acts or omission were
         in bad faith or involved intentional misconduct or a knowing violation
         of law or that he personally gained in fact a financial profit or other
         advantage to which he was not legally entitled or that his acts
         violated section 719 of the New York Business Corporation Law, or

               (b) the liability of any director for any act or omission prior
         to the adoption of the amendment including this paragraph in the
         Certificate of Incorporation of the Corporation."

         The Company maintains directors and officers liability insurance
covering all directors and officers of the Company arising against claims
arising out of the performance of their duties.

Item 7.    Exemption From Registration Claimed.
           -----------------------------------

         Not  Applicable.

Item 8.    Exhibits.
           --------

         5.0    Opinion of Tashlik, Kreutzer & Goldwyn P.C. to the legality of
                the shares being registered

         23.1   Consent of Deloitte & Touche LLP

         23.2   Consent of Tashlik, Kreutzer & Goldwyn P.C. (included in exhibit
                5.0)

         99.0   Del Electronics Corporation 401(k) Plan

         99.1   Internal Revenue Services determination letter, dated June 21,
                1995, that the Plan is qualified under Section 401 of the
                Internal Revenue Code

                                       6
<PAGE>


Item 9.    Undertakings.
           ------------

         (a) The undersigned registrant hereby undertakes:

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

                (i) To include any prospectus required by section 10(a)(3) of
         the Securities Act of 1933;

                (ii) To reflect in the prospectus any facts or events arising
         after the effective date of 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
         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;

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

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

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

         (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities

                                       7
<PAGE>


Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in this registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

         (c) The undersigned registrant hereby undertakes to deliver or cause to
be delivered with the prospectus to each person to whom the prospectus is sent
or given, the latest annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14 a-3 or Rule 14 c-3 under the Securities Exchange Act of
1934; and where interim financial information required to be presented by
Article 3 of Regulation S-X is not presented in the prospectus, to deliver or
cause to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated in the prospectus
to provide such interim information.

         (d) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the provisions described under Item 6
above, 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.


                                       8
<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 Town of Mt. Pleasant, State of New York, on the 27th day of
December, 1995.

                                          DEL ELECTRONICS CORP.

                                          By:    Leonard A. Trugman
                                                 ----------------------------- 
                                                 Leonard A. Trugman, President

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

Leonard A. Trugman
- ------------------
Leonard A. Trugman            Chairman of the Board,         December 27, 1995
                              Chief Executive Officer,
                              President and Director
Natan V. Bertman
- ------------------
Natan V. Bertman              Director                       December 27, 1995

Raymond Kaufman
- ------------------
Raymond Kaufman               Director                       December 27, 1995

David Michael
- ------------------
David Michael                 Director                       December 27, 1995

James M. Tiernan
- ------------------
James M. Tiernan              Director                       December 27, 1995

Seymour Rubin
- ------------------
Seymour Rubin                 Director                       December 27, 1995


                                       9
<PAGE>


         Pursuant to the requirements of the Securities Act of 1933, the
trustees which administer the 401(k) Plan of Del Electronics Corp. have duly
caused this Registration Statement to be signed on behalf of the undersigned,
thereunto duly authorized, in the Town of Mt. Pleasant, State of New York, on
the 27th day of December, 1995.

                                             DEL ELECTRONICS CORPORATION
                                             401(k) PLAN, as amended

                                             By:  Leonard A. Trugman
                                                  ------------------------------
                                                  Leonard A. Trugman, Trustee


                                                  Seymour Rubin
                                                  ------------------------------
                                                  Seymour Rubin, Trustee

                                                  Howard Bertan
                                                  ------------------------------
                                                  Howard Bertan, Trustee


                                       10
<PAGE>


                                  EXHIBIT INDEX
                                  -------------

                                                            Sequentially
                                                            Numbered Pages
                                                            --------------

Exhibit 5.0 Opinion of Tashlik, Kreutzer
     & Goldwyn PC ...............................................Page 12

Exhibit 23.1 Accountant's Consent ...............................Page 14

Exhibit 23.2 Consent of Counsel .................................Page 15

Exhibit 99.0 Del Electronics Corporation 401(k) Plan ............Page 16

Exhibit 99.1
     Internal Revenue Services  determination  letter,
     dated June 21, 1995, that the Plan is qualified under
     Section 401 of the Internal Revenue Code ...................Page 130



                                       11
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{"company-data": {"conformed-name": "DEL ELECTRONICS CORP", "cik": "0000027748", "assigned-sic": "3679", "irs-number": "131784308", "state-of-incorporation": "NY", "fiscal-year-end": "0731"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-65439", "film-number": "95605140"}, "business-address": {"street1": "1 COMMERCE PARK", "city": "VALHALLA", "state": "NY", "zip": "10595", "phone": "9146863600"}, "mail-address": {"street1": "1 COMMERCE PARK", "city": "VALHALLA", "state": "NY", "zip": "10595"}}
As filed with the Securities and Exchange Commission
                              on December 28, 1995
                                                                Registration No.
- --------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                      ------------------------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                           --------------------------
                              DEL ELECTRONICS CORP.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                    New York                      13-1784308
           ----------------------------    -------------------------
           (State or other jurisdiction    (I.R.S. Employer
           of incorporation or             Identification No.)
           organization)

                  One Commerce Park, Valhalla, New York 10595
- --------------------------------------------------------------------------------
                    (Address of Principal Executive Offices)

          DEL ELECTRONICS CORP. AMENDED AND RESTATED STOCK OPTION PLAN
               DEL ELECTRONICS CORPORATION 401(k) PLAN, AS AMENDED
- --------------------------------------------------------------------------------
                            (Full title of the plans)

                               Leonard A. Trugman
- --------------------------------------------------------------------------------
                      President and Chief Executive Officer
                             Del Electronics Corp.

              One Commerce Park, Valhalla, NY 10595 (914) 686-3600
- --------------------------------------------------------------------------------
(Name, address, including zip code, and telephone number, including area code,
of agent for service)

                                With a copy to:
                        Tashlik, Kreutzer & Goldwyn P.C.
                             833 Northern Boulevard
                              Great Neck, NY 11021
                                 (516) 466-8005
CALCULATION OF REGISTRATION FEE

- ----------------- --------------- --------------- --------------- --------------
Title of each                     Proposed        Proposed
Class of                          maximum         maximum         Amount of
Securities to be  Amount to be    offering price  aggregate       Registration
registered (1)    registered (2)  per share (3)   offering price  Fee
                                                  (3)
- ----------------- --------------- --------------- --------------- --------------
Common Stock,
$.10 par value    286,946 shares  $6.31           $1,810,629.20   $624.30
per share
- ----------------- --------------- --------------- --------------- --------------
(1)      The proposed commencement of sales is to be as soon as practicable
         after the Registration Statement has become effective and upon the
         exercise of any option granted under the Plan.

(2)      There are also being registered hereunder such additional shares of the
         Registrant's common stock as may be issuable in connection with
         adjustments under the Plan and 401(k) Plan, as hereinafter defined, to
         reflect certain changes in the Registrant's capital structure,
         including stock dividends or stock split-ups.

(3)      Estimated solely for the purpose of determining the registration fee
         pursuant to Rule 475(h) under the Securities Act of 1933, as amended.
         The calculation of the proposed maximum aggregate offering price has
         been based upon (a) the registration hereunder of (i) an aggregate of
         265,225 additional shares of the Registrant's common stock to be issued
         pursuant to options granted under the Del Electronics Corp. Amended and
         Restated Stock Option Plan (the "Plan") and (ii) 21,721 shares of the
         Registrant's common stock, of which 11,721 shares are issued and of
         which 10,000 shares are reserved for issuance pursuant to the Del
         Electronics Corporation's 401(k) Plan ("401(k) Plan") and (b) the
         proposed maximum offering price per share. The proposed maximum
         offering price per share represents the average of the high and low
         sales prices $6.375 and $6.25, respectively, of the Registrant's common
         stock on the AMEX as reported on the AMEX Composite Tape on December
         27, 1995.
2
EXPLANATORY NOTE
                                ----------------

         The Registration Statement has been prepared, in part, in accordance
with the requirements of General Instruction E to Form S-8, as amended. One of
the purposes of this Registration Statement is to register an additional 257,500
shares of Common Stock, $.10 par value per share (the "Common Stock"), of Del
Electronics Corp. (the "Company"), which shares of Common Stock have been
reserved for issuance upon the exercise of options to purchase Common Stock
granted pursuant to the Del Electronics Corp. Amended and Restated Stock Option
Plan (the "Plan"). 1,967,181 shares of Common Stock (including stock dividends) 
have been previously registered for issuance under the Plan pursuant to
Registration Statements on Form S-8, on January 25, 1988, File No. 33-19772,
September 17, 1992, File No. 33-52088 and May 13, 1994, File No. 33-78910 (the
"Registration Statements"). On February 15, 1995, the shareholders of the
Company authorized the increase in the number of the Common Stock authorized for
issuance under the Plan to 2,223,648. The contents of such Registration
Statements are incorporated herein by reference.

         The Registration Statement has been further prepared to register 11,721
shares of Common Stock issued under the Company's 401(k) Plan (the "401(k)
Plan") and 10,000 shares of Common Stock reserved for issuance under the 401(k)
Plan.

         In accordance with General Instruction E to Form S-8, as amended, the
Company has provided the above-referenced information, which information is
required in this Registration Statement. Moreover, as specifically required by
General Instruction E, the necessary opinion and consent are attached hereto as
Exhibits 5.0 and 23.1.

Recent Events
- -------------

         The Company reached an Agreement in Principle to acquire selected
assets and the business of the GENDEX Medical Division of DENTSPLY
International, Inc. ("GENDEX"). GENDEX is a designer and manufacturer of medical
x-ray equipment, including high frequency x-ray systems and mammography systems.
GENDEX has sales of approximately twenty million dollars. The acquisition is
subject to the Company's due diligence review, bank financing and the
negotiation of a definitive purchase agreement.

                                       3
PART II
                                     -------

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.    Incorporation of Documents by Reference.
           ----------------------------------------

         The following documents which have heretofore been filed by Del
Electronics Corp. (the "Company") with the Securities and Exchange Commission
pursuant to the Securities Exchange Act of 1934, as amended (the "1934 Act") or
the Securities Act of 1933, as amended (the "1933 Act"), are incorporated by
reference herein and shall be deemed to be a part hereof:

         (a)    the Company's Annual Report on Form 10-K as amended for the year
                ended July 29, 1995 and the Exhibits thereto, filed under
                Section 15(d) of the Securities Exchange Act of 1934 as amended
                (the "Exchange Act") (File No. 1-10512);

         (b)    the Company's Quarterly Report on Form 10-Q for the quarter
                ended October 28, 1995 and Exhibits thereto, filed under Section
                15(d) of the Exchange Act (File No. 1-10512);

         (c)    all other reports filed by the Company pursuant to Section 13(a)
                or 15(d) of the Exchange Act since July 29, 1995 and prior to
                the termination of the offering of securities covered by this
                Registration Statement; and

         (d)    the description of the Company's Common Stock contained in a
                Registration Statement of the Registrant filed under the
                Exchange Act, including any amendments or reports filed for the
                purpose of updating such description.

Item 4.    Description of Securities.
           -------------------------

         Not applicable. The Company's Common Stock to be offered pursuant to
this Registration Statement has been registered under Section 12 of the Exchange
Act as described in Item 3 of this Part II.

Item 5.    Interests of Named Experts and Counsel.
           --------------------------------------

         Not applicable.

                                       4
LEGAL OPINION

         The legality of the shares of the Company's Common Stock offered hereby
will be passed upon for the Company by Tashlik, Kreutzer & Goldwyn P.C., 833
Northern Boulevard, Great Neck, New York 11021. Members of such firm own,
directly or indirectly, shares of Common Stock and options to purchase shares of
Common Stock.

                                     EXPERTS

         The financial statements incorporated in this prospectus by reference
from the Company's Annual Report on Form 10-K, as amended, for the fiscal year
ended July 29, 1995 have been audited by Deloitte & Touche LLP, independent
auditors as stated in their report which is incorporated herein by reference,
and have been so incorporated in reliance upon the report of such firm given
upon their authority as experts in accounting and auditing.

Item 6.    Indemnification of Directors and Officers.
           -----------------------------------------

         (a)   Section 722 of the New York Business Corporation Law ("NYBCL")
permits, in general, a New York corporation to indemnify any person made, or
threatened to be made, a party to an action or proceeding by reason of the fact
that he or she was a director or officer of the corporation, or served another
entity in any capacity at the request of the corporation, against any judgment,
fines, amounts paid in settlement and reasonable expenses, including attorney's
fees actually and necessarily incurred as a result of such action or proceeding,
or any appeal therein, if such person acted in good faith, for a purpose he or
she reasonably believed to be in, or in the case of service for another entity,
not opposed to, the best interests of the corporation and, in criminal actions
or proceedings, in addition had no reasonable cause to believe that his or her
conduct was unlawful. Section 723 of the NYBCL permits the corporation to pay in
advance of a final disposition of such action or proceeding the expenses
incurred in defending such action or proceeding upon receipt of an undertaking
by or on behalf of the director or officer to repay such amount as, and to the
extent, required by statute. Section 721 of the NYBCL provides that
indemnification and advancement of expense provisions contained in the NYBCL
shall not be deemed exclusive of any rights to which a director or officer
seeking indemnification or advancement of expenses may be entitled, provided no
indemnification may be made on behalf of any director or officer if a judgment
or other final adjudication adverse to the director or officer establishes that
his or her acts were committed in bad faith or were the result of active or
deliberate dishonesty and were material to the cause of action so adjudicated,
or that he or she personally gained in fact a financial profit or other
advantage to which he or she was not legally entitled.

                                       5
(b)   Paragraph TWELFTH of the Company's Certificate of Incorporation
limits directors' liability as permitted by Section 402(b) of the NYBCL and
reads in its entirety as follows:

               "TWELFTH: No director of the Corporation shall be personally
         liable to the Corporation or its shareholders for damages for any
         breach of duty in such capacity, provided that nothing contained in
         this Article shall eliminate or limit:

               (a) the liability of any director if a judgment or other final
         adjudication adverse to him establishes that his acts or omission were
         in bad faith or involved intentional misconduct or a knowing violation
         of law or that he personally gained in fact a financial profit or other
         advantage to which he was not legally entitled or that his acts
         violated section 719 of the New York Business Corporation Law, or

               (b) the liability of any director for any act or omission prior
         to the adoption of the amendment including this paragraph in the
         Certificate of Incorporation of the Corporation."

         The Company maintains directors and officers liability insurance
covering all directors and officers of the Company arising against claims
arising out of the performance of their duties.

Item 7.    Exemption From Registration Claimed.
           -----------------------------------

         Not  Applicable.

Item 8.    Exhibits.
           --------

         5.0    Opinion of Tashlik, Kreutzer & Goldwyn P.C. to the legality of
                the shares being registered

         23.1   Consent of Deloitte & Touche LLP

         23.2   Consent of Tashlik, Kreutzer & Goldwyn P.C. (included in exhibit
                5.0)

         99.0   Del Electronics Corporation 401(k) Plan

         99.1   Internal Revenue Services determination letter, dated June 21,
                1995, that the Plan is qualified under Section 401 of the
                Internal Revenue Code

                                       6
Item 9.    Undertakings.
           ------------

         (a) The undersigned registrant hereby undertakes:

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

                (i) To include any prospectus required by section 10(a)(3) of
         the Securities Act of 1933;

                (ii) To reflect in the prospectus any facts or events arising
         after the effective date of 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
         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;

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

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

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

         (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities

                                       7
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in this registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

         (c) The undersigned registrant hereby undertakes to deliver or cause to
be delivered with the prospectus to each person to whom the prospectus is sent
or given, the latest annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14 a-3 or Rule 14 c-3 under the Securities Exchange Act of
1934; and where interim financial information required to be presented by
Article 3 of Regulation S-X is not presented in the prospectus, to deliver or
cause to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated in the prospectus
to provide such interim information.

         (d) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the provisions described under Item 6
above, 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.

                                       8
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 Town of Mt. Pleasant, State of New York, on the 27th day of
December, 1995.

                                          DEL ELECTRONICS CORP.

                                          By:    Leonard A. Trugman
                                                 ----------------------------- 
                                                 Leonard A. Trugman, President

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

Leonard A. Trugman
- ------------------
Leonard A. Trugman            Chairman of the Board,         December 27, 1995
                              Chief Executive Officer,
                              President and Director
Natan V. Bertman
- ------------------
Natan V. Bertman              Director                       December 27, 1995

Raymond Kaufman
- ------------------
Raymond Kaufman               Director                       December 27, 1995

David Michael
- ------------------
David Michael                 Director                       December 27, 1995

James M. Tiernan
- ------------------
James M. Tiernan              Director                       December 27, 1995

Seymour Rubin
- ------------------
Seymour Rubin                 Director                       December 27, 1995

                                       9
Pursuant to the requirements of the Securities Act of 1933, the
trustees which administer the 401(k) Plan of Del Electronics Corp. have duly
caused this Registration Statement to be signed on behalf of the undersigned,
thereunto duly authorized, in the Town of Mt. Pleasant, State of New York, on
the 27th day of December, 1995.

                                             DEL ELECTRONICS CORPORATION
                                             401(k) PLAN, as amended

                                             By:  Leonard A. Trugman
                                                  ------------------------------
                                                  Leonard A. Trugman, Trustee

                                                  Seymour Rubin
                                                  ------------------------------
                                                  Seymour Rubin, Trustee

                                                  Howard Bertan
                                                  ------------------------------
                                                  Howard Bertan, Trustee

                                       10
EXHIBIT INDEX
                                  -------------

                                                            Sequentially
                                                            Numbered Pages
                                                            --------------

Exhibit 5.0 Opinion of Tashlik, Kreutzer
     & Goldwyn PC ...............................................Page 12

Exhibit 23.1 Accountant's Consent ...............................Page 14

Exhibit 23.2 Consent of Counsel .................................Page 15

Exhibit 99.0 Del Electronics Corporation 401(k) Plan ............Page 16

Exhibit 99.1
     Internal Revenue Services  determination  letter,
     dated June 21, 1995, that the Plan is qualified under
     Section 401 of the Internal Revenue Code ...................Page 130

                                       11