As filed with the Securities and Exchange Commission on December 3, 1998
                                               Registration No. 333-
================================================================================
                                    UNITED STATES
                          SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C. 20549
                               ----------------- 
                                   FORM S-8

          REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                               ----------------- 

                          SOCKET COMMUNICATIONS, INC.
          (Exact name of Registrant as specified in its charter)

                               ----------------- 

              DELAWARE                          94-3155066
    (State of incorporation)      (I.R.S. Employer Identification No.)

                              37400 Central Court
                               Newark, CA 94560
                   (Address of principal executive offices)

                               ----------------- 

                                1995 STOCK PLAN

                            (Full title of the Plan)

                               ----------------- 

                                 DAVID W. DUNLAP
                            Chief Financial Officer
                           SOCKET COMMUNICATIONS, INC.
                              37400 Central Court
                               Newark, CA 94560
                                 510-744-2700
         (Name, address, and telephone number, including area code, 
                              of agent for service)

                               ----------------- 

                                   COPIES TO:
                              BARRY E. TAYLOR, ESQ.
                            ROBERT G. O'CONNER, ESQ.
                       WILSON, SONSINI, GOODRICH & ROSATI
                             PROFESSIONAL CORPORATION
                                650 PAGE MILL ROAD
                             PALO ALTO, CA 94304-1050
                                  (650) 493-9300

------------------------------------------------------------------------------
                         CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                        Proposed       Proposed
                                        Maximum        Maximum
                              Amount    Offering      Aggregate    Amount of
    Title of Securities       to be    Price Per       Offering   Registration
     to be Registered       Registered   Share          Price         Fee
--------------------------- ---------- ----------    ------------ -----------
<S>                         <C>        <C>           <C>          <C>
Common Stock, $0.001 par value:
To be issued under 1995
     Stock Plan . . . . . . 1,300,000     $0.643 (1) $836,410.06     $253.46
                            ---------- ----------    ------------ -----------
     TOTAL                  1,300,000        --      $836,410.06     $253.46
                            ========== ==========    ============ ===========
</TABLE>


(1)     Computed in accordance with Rule 457(c) and Rule 457(h) under the 
Securities Act of 1933.  Such computation is the weighted average 
exercise price of $0.644 per share with respect to 1,106,348 shares 
subject to options outstanding and $ 0.641  per share which is the 
average of the bid and ask prices as reported on the OTC Bulletin Board 
on November 30, 1998, with respect to 193,652 shares reserved for 
options not yet granted.

================================================================================

<PAGE>























                    SOCKET COMMUNICATIONS, INC.
                REGISTRATION STATEMENT ON FORM S-8

                             PART II

            INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

There are hereby incorporated by reference in this Registration 
Statement the following documents and information heretofore filed with 
the Securities and Exchange Commission (the "Commission"):

(a)     The description of the Registrant's Common Stock contained in 
the Registration Statement on Form 8-A filed pursuant to Section 12(b) of 
the Exchange Act on April 11, 1995 and amended on June 15, 1995.

(b)     The Registrant's Annual Report on Form 10-KSB for the fiscal 
year ended December 31, 1997.

(c)     The Registrant's Quarterly Reports on Form 10-QSB for the 
fiscal quarters ended March 31, 1998, June 30, 1998 and September 30, 
1998.

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

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Directors and Officers.

Section 145 of the Delaware General Corporation Law (the "Delaware 
Law") authorizes a court to award, or a corporation's Board of Directors 
to grant, indemnity to directors and officers in terms sufficiently broad 
to permit such indemnification under certain circumstances for liabilities 
(including reimbursement for expenses incurred) arising under the 
Securities Act of 1933, as amended (the "Securities Act").  Article VII 
of the Registrant's Certificate of Incorporation and Article VI of the 
Registrant's Bylaws provide for indemnification of the Registrant's 
directors, officers, employees and other agents to the maximum extent 
permitted by Delaware Law.  In addition, the Registrant has entered into 
Indemnification Agreements with its officers and directors and certain 
stockholders.

Delaware Law provides that directors of a corporation will not be 
personally liable for monetary damages for breach of their fiduciary 
duties as directors, except for liability (i) for any breach of their duty 
of loyalty to the corporation or its stockholders, (ii) for acts or 
omissions not in good faith or which involve intentional misconduct or a 
knowing violation of law, (iii) for unlawful payments of dividends or 
unlawful stock repurchases or redemptions as provided in Section 174 of 
the Delaware Law, or (iv) for any transaction from which the director 
derived an improper personal benefit.

The Registrant also maintains insurance for the benefit of its 
directors and executive officers insuring such persons against certain 
liabilities, including liabilities under the securities laws.

See also the undertakings set out in response to Item 9 herein.

Item 7.  Exemption from Registration Claimed.

Not applicable.

Item 8.  Exhibits.



  Exhibit
   Number                              Description

     4.1   1995 Stock Plan, as amended.
     5.1   Opinion of Wilson Sonsini Goodrich & Rosati, 
           P.C. as to legality of securities being registered.
    23.1   Consent of Wilson Sonsini Goodrich & Rosati, 
           P.C. (contained in Exhibit 5.1).
    23.2   Consent of Independent Public Accountants. 
    24.1   Power of Attorney (see page II-4).





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

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

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

(c)     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 Delaware General Corporation 
Law, the Certificate of Incorporation of the Registrant, the Bylaws of the 
Registrant, Indemnification Agreements entered into between the Registrant 
and its officers and directors, 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 Securities 
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 Securities Act and will be governed by 
the final adjudication of such issue.

                           SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the 
Registrant certifies that it has reasonable grounds to believe that it 
meets all of the requirements for filing on Form S-8 and has duly caused 
this Registration Statement to be signed on its behalf by the undersigned, 
thereunto duly authorized, in the City of Newark, State of California, on 
this 30th day of November, 1998.

                                        SOCKET COMMUNICATIONS, INC.


                                        By:  /s/ CHARLIE BASS     
                                            -------------------------
                                                 Charlie Bass
                                            CHAIRMAN OF THE BOARD AND
                                             CHIEF EXECUTIVE OFFICER








                         POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature 
appears below constitutes and appoints, jointly and severally, Charlie 
Bass and David Dunlap, and each one of them, individually and without the 
other, his or her attorney-in-fact, each with full power of substitution, 
for him or her in any and all capacities, to sign any and all amendments 
to this Registration Statement on Form S-8, and to file the same, with 
exhibits thereto and other documents in connection therewith, with the 
Securities and Exchange Commission, hereby ratifying and confirming all 
that each of said attorneys-in-fact, or his or her substitute or 
substitutes, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this 
Registration Statement has been signed below by the following persons in 
the capacities and on this 30th day of November, 1998.

<TABLE>
<CAPTION>
            Signature                                Title
---------------------------------- ------------------------------------------
<S>                                <C>
    /s/ CHARLIE BASS               Chairman of the Board and Chief Executive 
---------------------------------- Officer (Principal Executive Officer)
        Charlie Bass

    /s/ DAVID W. DUNLAP            Vice President of Finance and Administration
---------------------------------- and Chief Financial Officer (Principal
        David W. Dunlap            Financial and Accounting Officer)

    /s/ MICHEAL L. GIFFORD         Executive Vice President
---------------------------------- and Director
        Micheal L. Gifford

    /s/ JACK C. CARSTEN            Director
----------------------------------
        Jack C. Carsten

    /s/ EDWARD M. ESBER, JR.       Director
----------------------------------
        Edward M. Esber, Jr.

    /s/ GIANLUCA RATTAZZI          Director
----------------------------------
        Gianluca Rattazzi

    /s/ LARS LINDGREN              Director
----------------------------------
        Lars Lindgren

</TABLE>





                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C.  20549

                                 --------------

                                    EXHIBITS

                                 --------------

                       Registration Statement on Form S-8


                           SOCKET COMMUNICATIONS, INC.

                                December 2, 1998

                               INDEX TO EXHIBITS

       Exhibit
       Number                       Description
       -------                      -----------
         4.1   1995 Stock Plan, as amended.
         5.1   Opinion of Wilson Sonsini Goodrich & 
               Rosati, P.C. as to legality of 
               securities being registered.
        23.1   Consent of Wilson Sonsini Goodrich & 
               Rosati, P.C. (contained in 
               Exhibit 5.1).
        23.2   Consent of Independent Public 
               Accountants.
        24.1   Power of Attorney (see page II-5).
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 14437}]
{"company-data": {"conformed-name": "SOCKET COMMUNICATIONS INC", "cik": "0000944075", "assigned-sic": "3663", "irs-number": "943155066", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-68347", "film-number": "98763780"}, "business-address": {"street1": "37400 CENTRAL COURT", "city": "NEWARK", "state": "CA", "zip": "94560", "phone": "5107442700"}, "mail-address": {"street1": "37400 CENTRAL COURT", "city": "NEWARK", "state": "CA", "zip": "94560"}}
As filed with the Securities and Exchange Commission on December 3, 1998
                                               Registration No. 333-
================================================================================
                                    UNITED STATES
                          SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C. 20549
                               ----------------- 
                                   FORM S-8

          REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                               ----------------- 

                          SOCKET COMMUNICATIONS, INC.
          (Exact name of Registrant as specified in its charter)

                               ----------------- 

              DELAWARE                          94-3155066
    (State of incorporation)      (I.R.S. Employer Identification No.)

                              37400 Central Court
                               Newark, CA 94560
                   (Address of principal executive offices)

                               ----------------- 

                                1995 STOCK PLAN

                            (Full title of the Plan)

                               ----------------- 

                                 DAVID W. DUNLAP
                            Chief Financial Officer
                           SOCKET COMMUNICATIONS, INC.
                              37400 Central Court
                               Newark, CA 94560
                                 510-744-2700
         (Name, address, and telephone number, including area code, 
                              of agent for service)

                               ----------------- 

                                   COPIES TO:
                              BARRY E. TAYLOR, ESQ.
                            ROBERT G. O'CONNER, ESQ.
                       WILSON, SONSINI, GOODRICH & ROSATI
                             PROFESSIONAL CORPORATION
                                650 PAGE MILL ROAD
                             PALO ALTO, CA 94304-1050
                                  (650) 493-9300

------------------------------------------------------------------------------
                         CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------
Proposed       Proposed
                                        Maximum        Maximum
                              Amount    Offering      Aggregate    Amount of
    Title of Securities       to be    Price Per       Offering   Registration
     to be Registered       Registered   Share          Price         Fee
--------------------------- ---------- ----------    ------------ -----------
Common Stock, $0.001 par value:
To be issued under 1995
     Stock Plan . . . . . . 1,300,000     $0.643 (1) $836,410.06     $253.46
                            ---------- ----------    ------------ -----------
     TOTAL                  1,300,000        --      $836,410.06     $253.46
                            ========== ==========    ============ ===========
(1)     Computed in accordance with Rule 457(c) and Rule 457(h) under the 
Securities Act of 1933.  Such computation is the weighted average 
exercise price of $0.644 per share with respect to 1,106,348 shares 
subject to options outstanding and $ 0.641  per share which is the 
average of the bid and ask prices as reported on the OTC Bulletin Board 
on November 30, 1998, with respect to 193,652 shares reserved for 
options not yet granted.

================================================================================
SOCKET COMMUNICATIONS, INC.
                REGISTRATION STATEMENT ON FORM S-8

                             PART II

            INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

There are hereby incorporated by reference in this Registration 
Statement the following documents and information heretofore filed with 
the Securities and Exchange Commission (the "Commission"):

(a)     The description of the Registrant's Common Stock contained in 
the Registration Statement on Form 8-A filed pursuant to Section 12(b) of 
the Exchange Act on April 11, 1995 and amended on June 15, 1995.

(b)     The Registrant's Annual Report on Form 10-KSB for the fiscal 
year ended December 31, 1997.

(c)     The Registrant's Quarterly Reports on Form 10-QSB for the 
fiscal quarters ended March 31, 1998, June 30, 1998 and September 30, 
1998.

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

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Directors and Officers.

Section 145 of the Delaware General Corporation Law (the "Delaware 
Law") authorizes a court to award, or a corporation's Board of Directors 
to grant, indemnity to directors and officers in terms sufficiently broad 
to permit such indemnification under certain circumstances for liabilities 
(including reimbursement for expenses incurred) arising under the 
Securities Act of 1933, as amended (the "Securities Act").  Article VII 
of the Registrant's Certificate of Incorporation and Article VI of the 
Registrant's Bylaws provide for indemnification of the Registrant's 
directors, officers, employees and other agents to the maximum extent 
permitted by Delaware Law.  In addition, the Registrant has entered into 
Indemnification Agreements with its officers and directors and certain 
stockholders.

Delaware Law provides that directors of a corporation will not be 
personally liable for monetary damages for breach of their fiduciary 
duties as directors, except for liability (i) for any breach of their duty 
of loyalty to the corporation or its stockholders, (ii) for acts or 
omissions not in good faith or which involve intentional misconduct or a 
knowing violation of law, (iii) for unlawful payments of dividends or 
unlawful stock repurchases or redemptions as provided in Section 174 of 
the Delaware Law, or (iv) for any transaction from which the director 
derived an improper personal benefit.

The Registrant also maintains insurance for the benefit of its 
directors and executive officers insuring such persons against certain 
liabilities, including liabilities under the securities laws.

See also the undertakings set out in response to Item 9 herein.

Item 7.  Exemption from Registration Claimed.

Not applicable.

Item 8.  Exhibits.

  Exhibit
   Number                              Description

     4.1   1995 Stock Plan, as amended.
     5.1   Opinion of Wilson Sonsini Goodrich & Rosati, 
           P.C. as to legality of securities being registered.
    23.1   Consent of Wilson Sonsini Goodrich & Rosati, 
           P.C. (contained in Exhibit 5.1).
    23.2   Consent of Independent Public Accountants. 
    24.1   Power of Attorney (see page II-4).

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

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

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

(c)     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 Delaware General Corporation 
Law, the Certificate of Incorporation of the Registrant, the Bylaws of the 
Registrant, Indemnification Agreements entered into between the Registrant 
and its officers and directors, 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 Securities 
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 Securities Act and will be governed by 
the final adjudication of such issue.

                           SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the 
Registrant certifies that it has reasonable grounds to believe that it 
meets all of the requirements for filing on Form S-8 and has duly caused 
this Registration Statement to be signed on its behalf by the undersigned, 
thereunto duly authorized, in the City of Newark, State of California, on 
this 30th day of November, 1998.

                                        SOCKET COMMUNICATIONS, INC.

                                        By:  /s/ CHARLIE BASS     
                                            -------------------------
                                                 Charlie Bass
                                            CHAIRMAN OF THE BOARD AND
                                             CHIEF EXECUTIVE OFFICER

                         POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature 
appears below constitutes and appoints, jointly and severally, Charlie 
Bass and David Dunlap, and each one of them, individually and without the 
other, his or her attorney-in-fact, each with full power of substitution, 
for him or her in any and all capacities, to sign any and all amendments 
to this Registration Statement on Form S-8, and to file the same, with 
exhibits thereto and other documents in connection therewith, with the 
Securities and Exchange Commission, hereby ratifying and confirming all 
that each of said attorneys-in-fact, or his or her substitute or 
substitutes, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this 
Registration Statement has been signed below by the following persons in 
the capacities and on this 30th day of November, 1998.
Signature                                Title
---------------------------------- ------------------------------------------
/s/ CHARLIE BASS               Chairman of the Board and Chief Executive 
---------------------------------- Officer (Principal Executive Officer)
        Charlie Bass

    /s/ DAVID W. DUNLAP            Vice President of Finance and Administration
---------------------------------- and Chief Financial Officer (Principal
        David W. Dunlap            Financial and Accounting Officer)

    /s/ MICHEAL L. GIFFORD         Executive Vice President
---------------------------------- and Director
        Micheal L. Gifford

    /s/ JACK C. CARSTEN            Director
----------------------------------
        Jack C. Carsten

    /s/ EDWARD M. ESBER, JR.       Director
----------------------------------
        Edward M. Esber, Jr.

    /s/ GIANLUCA RATTAZZI          Director
----------------------------------
        Gianluca Rattazzi

    /s/ LARS LINDGREN              Director
----------------------------------
        Lars Lindgren
SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C.  20549

                                 --------------

                                    EXHIBITS

                                 --------------

                       Registration Statement on Form S-8

                           SOCKET COMMUNICATIONS, INC.

                                December 2, 1998

                               INDEX TO EXHIBITS

       Exhibit
       Number                       Description
       -------                      -----------
         4.1   1995 Stock Plan, as amended.
         5.1   Opinion of Wilson Sonsini Goodrich & 
               Rosati, P.C. as to legality of 
               securities being registered.
        23.1   Consent of Wilson Sonsini Goodrich & 
               Rosati, P.C. (contained in 
               Exhibit 5.1).
        23.2   Consent of Independent Public 
               Accountants.
        24.1   Power of Attorney (see page II-5).