As filed with the Securities and Exchange Commission on January 23, 2001
                                             Registration No. 333-_____________


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                           ---------------------------

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

                                SSE TELECOM, INC.
             (Exact Name of Registrant as Specified in its Charter)


            Delaware                                      52-1466297
 (State or Other Jurisdiction of           (I.R.S. Employer Identification No.)
  Incorporation or Organization)


                                      3663
                          (Primary Standard Industrial
                           Classification Code Number)
                           ---------------------------
                            47823 Westinghouse Drive
                            Fremont, California 94539
                                 (510) 657-7552

       (Address, including zip code, and telephone number, including area
               code, of Registrant's principal executive offices)

                          Director's Stock Option Plan
                         1997 Equity Participation Plan
                            (Full Title of the Plans)

                               Leon F. Blachowicz
                            47823 Westinghouse Drive
                            Fremont, California 94539
                                 (510) 657-7552
            (Name, Address and Telephone Number of Agent for Service)
                           ---------------------------
                                   Copies to:

                              Corinna M. Wong, Esq.
                                Baker & McKenzie
                                 660 Hansen Way
                           Palo Alto, California 94304
                                 (650) 856-2400
                           ---------------------------
<TABLE>
<CAPTION>

                                                   CALCULATION OF REGISTRATION FEE
------------------------------------------ ---------------------- ---------------------- ------------------------ ------------------
<S>                                            <C>                 <C>                     <C>                     <C>
 Title of Each Class of Securities to be       Amount to be         Proposed Maximum        Proposed Maximum          Amount of
              Registered(1)                    Registered(2)       Offering Price per      Aggregate Offering      Registration Fee
                                                                        Share(3)                Price (3)
------------------------------------------ ---------------------- ---------------------- ------------------------ ------------------
Common Stock, $0.01 par value                 550,000 shares             $1.375                 $756,250               $189.07

------------------------------------------ ---------------------- ---------------------- ------------------------ ------------------
<FN>
(1) Shares of common stock of SSE Telecom, Inc. (the "Company"), $0.01 par value
per share (the "Common Stock"),  being registered  hereby relate with respect to
150,000  shares to the  Directors'  Stock Option Plan and 400,000  shares to the
1997 Equity Participation Plan (collectively, the "Plans").

(2) The shares in the  Calculation of Registration  Fee Table,  and which may be
offered pursuant to this Registration Statement,  include,  pursuant to Rule 416
of the Securities Act of 1933, as amended, such additional number of shares that
may become  issuable as a result of any share split,  share  dividend or similar
event.  In addition,  pursuant to Rule 416(c)  under the  Securities  Act,  this
Registraton  Statement  also  covers an  indeterminate  amount of interest to be
offered or sold pursuant to the Plans described herein.

(3)  Estimated  solely  for  the  purpose  of  calculating  the  amount  of  the
registration  fee,  pursuant to Rule 457(h) and 457(c) under the Securities Act,
based upon the  average  of the high and low  prices of the common  stock on the
Nasdaq National Market on January 18, 2001.

The Registrant hereby amends this  Registration  Statement on such date or dates
as may be necessary to delay its effective date until the Registrant  shall file
a further amendment which specifically  states that this Registration  Statement
shall  thereafter  become  effective  in  accordance  with  Section  8(a) of the
Securities  Act of  1933 or  until  this  Registration  Statement  shall  become
effective on such date as the Commission,  acting pursuant to said Section 8(a),
may determine.
</FN>

</TABLE>

<PAGE>



                                SSE Telecom, Inc.
                       REGISTRATION STATEMENT ON FORM S-8
                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.    INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed by the Registrant with the Securities and
Exchange  Commission (the  "Commission") are incorporated by reference into this
Registration Statement:

         (A)      The  Registrant's  Annual  Report on Form 10-K for the  fiscal
                  year  ended  September  30,  2000,  (File No.  0-16473)  filed
                  pursuant to Section  13(a) of the  Securities  Exchange Act of
                  1934, as amended (the "Exchange Act"), including all materials
                  incorporated by reference therein;

         (B)      The  description  of the  Registrant's  Common  Stock which is
                  contained in the  Registration  Statement  on Form 8-A,  filed
                  July 15, 1991, under the Exchange Act, including any amendment
                  or report filed for the purpose of updating such description;

         All reports and other  documents  subsequently  filed by the Registrant
pursuant to Sections  13(a),  13(c),  14 and 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  then  remaining
unsold,  shall be deemed to be incorporated by reference herein and to be a part
of this  Registration  Statement from the date of the filing of such reports and
documents.

ITEM 4.    DESCRIPTION OF SECURITIES.

         The Common Stock to be offered is  registered  under  Section 12 of the
Exchange Act.

ITEM 5.    INTERESTS OF NAMED EXPERTS AND COUNSEL.

         None.

ITEM 6.    INDEMNIFICATION OF DIRECTORS AND OFFICERS AND LIMITATION OF LIABILITY

         As  permitted  by  sections  102  and  145  of  the  Delaware   General
Corporation  Law, the  Registrant's  certificate of  incorporation  eliminates a
director's  personal  liability for monetary  damages to the  Registrant and its
stockholders  arising from a breach or alleged breach of a director's  fiduciary
duty except for liability under Section 174 of the Delaware General  Corporation
Law or  liability  for any  breach  of the  director's  duty of  loyalty  to the
Registrant or its stockholders, for acts or omissions not in good faith or which
involve  intentional  misconduct  or a  knowing  violation  of  law,  or for any
transaction from which the director derived an improper  personal  benefit.  The
effect of this provision in the certificate of incorporation is to eliminate the
rights of the Registrant and its stockholders (through stockholders'  derivative
suits on  behalf  of the  Registrant)  to  recover  monetary  damages  against a
director  for  breach  of  fiduciary  duty  as a  director  (including  breaches
resulting from negligent or grossly negligent behavior) except in the situations
described above.

         There is no litigation  pending,  and neither the Registrant nor any of
its directors know of any threatened  litigation,  which might result in a claim
for indemnification by any director or officer.

ITEM 7.    EXEMPTION FROM REGISTRATION CLAIMED.

         None.

ITEM 8.    EXHIBITS.

         4.1      Director's Stock Option Plan, as amended  (incorporated herein
                  by reference to Exhibit B of the Registrant's Definitive Proxy
                  Statement  filed  with the  Commission  on  January  21,  2000
                  ("January 2000 Proxy Statement")).

         4.2      1997  Equity  Participation  Plan,  as  amended  (incorporated
                  herein by  reference  to Exhibit A of the  January  2000 Proxy
                  Statement).

                                      II-1


<PAGE>


         5.1      Opinion of Baker & McKenzie.*

         23.1     Consent of Baker & McKenzie (included in Exhibit 5.1).*

         23.2     Consent of Deloitte & Touche LLP, Independent Auditors.*

         24.1     Power of Attorney (included on signature page).*

         ---------------------------
         * filed herewith

ITEM 9.    UNDERTAKINGS.

         The undersigned Registrant hereby undertakes:

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

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

         (ii)     To reflect in the prospectus any facts or events arising after
                  the effective date of 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 end of the  estimated
                  maximum  offering  range  may  be  reflected  in the  form  of
                  prospectus  filed with the Commission  pursuant to Rule 424(b)
                  if,  in  the  aggregate,  the  changes  in  volume  and  price
                  represent  no more than a 20  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  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 with or furnished to
the Commission by the Registrant  pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the 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.

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

         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 provisions  discussed in Item 6 hereof, or otherwise,
the  Registrant  has been  advised  that in the opinion of the  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.


                                      II-2
<PAGE>


                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Santa  Clara,  State of  California,  on January 22,
2001.

                             SSE TELECOM, INC.


                             /s/  Leon F. Blachowicz
                             -------------------------------------
                             By:  Leon F. Blachowicz
                             President, Chief Executive Officer and Director


                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE  PRESENTS that each  individual  whose  signature
appears below  constitutes and appoints Leon F.  Blachowicz and John Marsh,  and
each of them, his true and lawful  attorneys-in-fact  and agents with full power
of substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments)  to this  Registration  Statement  on Form S-8, and to file the same
with all exhibits  thereto and all documents in connection  therewith,  with the
Commission,  granting unto said  attorneys-in-fact and agents, and each of them,
full  power  and  authority  to do and  perform  each and  every  act and  thing
requisite  and  necessary to be done in  connection  therewith,  as fully to all
intents and  purposes as he might or could do in person,  hereby  ratifying  and
confirming all that said  attorneys-in-fact and agents or any of them, or his or
their  substitute or substitutes,  may lawfully do or cause to be done by virtue
hereof.
<TABLE>

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


                           Signature                          Title                              Date
                           ---------                          -----                              ----

PRINCIPAL EXECUTIVE OFFICER:


<S>                                                    <C>                                       <C>
/s/  Leon F. Blachowicz                                President, Chief Executive                January 22, 2001
--------------------------------------------           Officer and a Director
Leon F. Blachowicz

PRINCIPAL FINANCIAL OFFICER AND
PRINCIPAL ACCOUNTING OFFICER:


/s/  James J. Commendatore                             Chief Financial Officer                   January 22, 2001
--------------------------------------------
James J. Commendatore

/s/  John Marsh                                        Controller                                January 22, 2001
--------------------------------------------
John Marsh

ADDITIONAL DIRECTORS:

/s/  Joseph T. Pisula                                  Director                                  January 22, 2001
--------------------------------------------
Joseph T. Pisula


/s/  Lawrence W. Roberts                               Director                                  January 22, 2001
--------------------------------------------
Lawrence W. Roberts
</TABLE>



                                      II-3




<PAGE>



                                  EXHIBIT INDEX


         4.1      Director's Stock Option Plan, as amended  (incorporated herein
                  by reference to Exhibit B of the Registrant's Definitive Proxy
                  Statement  filed  with the  Commission  on  January  21,  2000
                  ("January 2000 Proxy Statement")).

         4.2      1997  Equity  Participation  Plan,  as  amended  (incorporated
                  herein by  reference  to Exhibit A of the  January  2000 Proxy
                  Statement).

         5.1      Opinion of Baker & McKenzie.*

         23.1     Consent of Baker & McKenzie (included in Exhibit 5.1).*

         23.2     Consent of Deloitte & Touche LLP, Independent Auditors.*

         24.1     Power of Attorney (included on signature page).*

         ---------------------------
         * filed herewith
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "FORM S-8", "secsgml_size_bytes": 18402}]
{"company-data": {"conformed-name": "SSE TELECOM INC", "cik": "0000808220", "assigned-sic": "3663", "irs-number": "521466297", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-54182", "film-number": "1513617"}, "business-address": {"street1": "47823 WESTINGHOUSE DRIVE", "street2": "SUITE 1", "city": "FREMONT", "state": "CA", "zip": "94539", "phone": "(510) 657-7552"}, "mail-address": {"street1": "47823 WESTINGHOUSE DRIVE", "street2": "STE 710", "city": "FREMONT", "state": "CA", "zip": "94539"}}
As filed with the Securities and Exchange Commission on January 23, 2001
                                             Registration No. 333-_____________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                           ---------------------------

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

                                SSE TELECOM, INC.
             (Exact Name of Registrant as Specified in its Charter)

            Delaware                                      52-1466297
 (State or Other Jurisdiction of           (I.R.S. Employer Identification No.)
  Incorporation or Organization)

                                      3663
                          (Primary Standard Industrial
                           Classification Code Number)
                           ---------------------------
                            47823 Westinghouse Drive
                            Fremont, California 94539
                                 (510) 657-7552

       (Address, including zip code, and telephone number, including area
               code, of Registrant's principal executive offices)

                          Director's Stock Option Plan
                         1997 Equity Participation Plan
                            (Full Title of the Plans)

                               Leon F. Blachowicz
                            47823 Westinghouse Drive
                            Fremont, California 94539
                                 (510) 657-7552
            (Name, Address and Telephone Number of Agent for Service)
                           ---------------------------
                                   Copies to:

                              Corinna M. Wong, Esq.
                                Baker & McKenzie
                                 660 Hansen Way
                           Palo Alto, California 94304
                                 (650) 856-2400
                           ---------------------------
CALCULATION OF REGISTRATION FEE
------------------------------------------ ---------------------- ---------------------- ------------------------ ------------------
Title of Each Class of Securities to be       Amount to be         Proposed Maximum        Proposed Maximum          Amount of
              Registered(1)                    Registered(2)       Offering Price per      Aggregate Offering      Registration Fee
                                                                        Share(3)                Price (3)
------------------------------------------ ---------------------- ---------------------- ------------------------ ------------------
Common Stock, $0.01 par value                 550,000 shares             $1.375                 $756,250               $189.07

------------------------------------------ ---------------------- ---------------------- ------------------------ ------------------
(1) Shares of common stock of SSE Telecom, Inc. (the "Company"), $0.01 par value
per share (the "Common Stock"),  being registered  hereby relate with respect to
150,000  shares to the  Directors'  Stock Option Plan and 400,000  shares to the
1997 Equity Participation Plan (collectively, the "Plans").

(2) The shares in the  Calculation of Registration  Fee Table,  and which may be
offered pursuant to this Registration Statement,  include,  pursuant to Rule 416
of the Securities Act of 1933, as amended, such additional number of shares that
may become  issuable as a result of any share split,  share  dividend or similar
event.  In addition,  pursuant to Rule 416(c)  under the  Securities  Act,  this
Registraton  Statement  also  covers an  indeterminate  amount of interest to be
offered or sold pursuant to the Plans described herein.

(3)  Estimated  solely  for  the  purpose  of  calculating  the  amount  of  the
registration  fee,  pursuant to Rule 457(h) and 457(c) under the Securities Act,
based upon the  average  of the high and low  prices of the common  stock on the
Nasdaq National Market on January 18, 2001.

The Registrant hereby amends this  Registration  Statement on such date or dates
as may be necessary to delay its effective date until the Registrant  shall file
a further amendment which specifically  states that this Registration  Statement
shall  thereafter  become  effective  in  accordance  with  Section  8(a) of the
Securities  Act of  1933 or  until  this  Registration  Statement  shall  become
effective on such date as the Commission,  acting pursuant to said Section 8(a),
may determine.
SSE Telecom, Inc.
                       REGISTRATION STATEMENT ON FORM S-8
                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.    INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed by the Registrant with the Securities and
Exchange  Commission (the  "Commission") are incorporated by reference into this
Registration Statement:

         (A)      The  Registrant's  Annual  Report on Form 10-K for the  fiscal
                  year  ended  September  30,  2000,  (File No.  0-16473)  filed
                  pursuant to Section  13(a) of the  Securities  Exchange Act of
                  1934, as amended (the "Exchange Act"), including all materials
                  incorporated by reference therein;

         (B)      The  description  of the  Registrant's  Common  Stock which is
                  contained in the  Registration  Statement  on Form 8-A,  filed
                  July 15, 1991, under the Exchange Act, including any amendment
                  or report filed for the purpose of updating such description;

         All reports and other  documents  subsequently  filed by the Registrant
pursuant to Sections  13(a),  13(c),  14 and 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  then  remaining
unsold,  shall be deemed to be incorporated by reference herein and to be a part
of this  Registration  Statement from the date of the filing of such reports and
documents.

ITEM 4.    DESCRIPTION OF SECURITIES.

         The Common Stock to be offered is  registered  under  Section 12 of the
Exchange Act.

ITEM 5.    INTERESTS OF NAMED EXPERTS AND COUNSEL.

         None.

ITEM 6.    INDEMNIFICATION OF DIRECTORS AND OFFICERS AND LIMITATION OF LIABILITY

         As  permitted  by  sections  102  and  145  of  the  Delaware   General
Corporation  Law, the  Registrant's  certificate of  incorporation  eliminates a
director's  personal  liability for monetary  damages to the  Registrant and its
stockholders  arising from a breach or alleged breach of a director's  fiduciary
duty except for liability under Section 174 of the Delaware General  Corporation
Law or  liability  for any  breach  of the  director's  duty of  loyalty  to the
Registrant or its stockholders, for acts or omissions not in good faith or which
involve  intentional  misconduct  or a  knowing  violation  of  law,  or for any
transaction from which the director derived an improper  personal  benefit.  The
effect of this provision in the certificate of incorporation is to eliminate the
rights of the Registrant and its stockholders (through stockholders'  derivative
suits on  behalf  of the  Registrant)  to  recover  monetary  damages  against a
director  for  breach  of  fiduciary  duty  as a  director  (including  breaches
resulting from negligent or grossly negligent behavior) except in the situations
described above.

         There is no litigation  pending,  and neither the Registrant nor any of
its directors know of any threatened  litigation,  which might result in a claim
for indemnification by any director or officer.

ITEM 7.    EXEMPTION FROM REGISTRATION CLAIMED.

         None.

ITEM 8.    EXHIBITS.

         4.1      Director's Stock Option Plan, as amended  (incorporated herein
                  by reference to Exhibit B of the Registrant's Definitive Proxy
                  Statement  filed  with the  Commission  on  January  21,  2000
                  ("January 2000 Proxy Statement")).

         4.2      1997  Equity  Participation  Plan,  as  amended  (incorporated
                  herein by  reference  to Exhibit A of the  January  2000 Proxy
                  Statement).

                                      II-1
5.1      Opinion of Baker & McKenzie.*

         23.1     Consent of Baker & McKenzie (included in Exhibit 5.1).*

         23.2     Consent of Deloitte & Touche LLP, Independent Auditors.*

         24.1     Power of Attorney (included on signature page).*

         ---------------------------
         * filed herewith

ITEM 9.    UNDERTAKINGS.

         The undersigned Registrant hereby undertakes:

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

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

         (ii)     To reflect in the prospectus any facts or events arising after
                  the effective date of 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 end of the  estimated
                  maximum  offering  range  may  be  reflected  in the  form  of
                  prospectus  filed with the Commission  pursuant to Rule 424(b)
                  if,  in  the  aggregate,  the  changes  in  volume  and  price
                  represent  no more than a 20  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  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 with or furnished to
the Commission by the Registrant  pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the 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.

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

         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 provisions  discussed in Item 6 hereof, or otherwise,
the  Registrant  has been  advised  that in the opinion of the  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.

                                      II-2
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 Santa  Clara,  State of  California,  on January 22,
2001.

                             SSE TELECOM, INC.

                             /s/  Leon F. Blachowicz
                             -------------------------------------
                             By:  Leon F. Blachowicz
                             President, Chief Executive Officer and Director

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE  PRESENTS that each  individual  whose  signature
appears below  constitutes and appoints Leon F.  Blachowicz and John Marsh,  and
each of them, his true and lawful  attorneys-in-fact  and agents with full power
of substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments)  to this  Registration  Statement  on Form S-8, and to file the same
with all exhibits  thereto and all documents in connection  therewith,  with the
Commission,  granting unto said  attorneys-in-fact and agents, and each of them,
full  power  and  authority  to do and  perform  each and  every  act and  thing
requisite  and  necessary to be done in  connection  therewith,  as fully to all
intents and  purposes as he might or could do in person,  hereby  ratifying  and
confirming all that said  attorneys-in-fact and agents or any of them, or his or
their  substitute or substitutes,  may lawfully 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  by  the  following  persons  in  the
capacities and on the dates indicated.
Signature                          Title                              Date
                           ---------                          -----                              ----

PRINCIPAL EXECUTIVE OFFICER:
/s/  Leon F. Blachowicz                                President, Chief Executive                January 22, 2001
--------------------------------------------           Officer and a Director
Leon F. Blachowicz

PRINCIPAL FINANCIAL OFFICER AND
PRINCIPAL ACCOUNTING OFFICER:

/s/  James J. Commendatore                             Chief Financial Officer                   January 22, 2001
--------------------------------------------
James J. Commendatore

/s/  John Marsh                                        Controller                                January 22, 2001
--------------------------------------------
John Marsh

ADDITIONAL DIRECTORS:

/s/  Joseph T. Pisula                                  Director                                  January 22, 2001
--------------------------------------------
Joseph T. Pisula

/s/  Lawrence W. Roberts                               Director                                  January 22, 2001
--------------------------------------------
Lawrence W. Roberts
II-3
EXHIBIT INDEX

         4.1      Director's Stock Option Plan, as amended  (incorporated herein
                  by reference to Exhibit B of the Registrant's Definitive Proxy
                  Statement  filed  with the  Commission  on  January  21,  2000
                  ("January 2000 Proxy Statement")).

         4.2      1997  Equity  Participation  Plan,  as  amended  (incorporated
                  herein by  reference  to Exhibit A of the  January  2000 Proxy
                  Statement).

         5.1      Opinion of Baker & McKenzie.*

         23.1     Consent of Baker & McKenzie (included in Exhibit 5.1).*

         23.2     Consent of Deloitte & Touche LLP, Independent Auditors.*

         24.1     Power of Attorney (included on signature page).*

         ---------------------------
         * filed herewith