As filed with the Securities and Exchange Commission on May 11,
1998
Registration No.  33-_________


SECURITIES AND EXCHANGE COMMISSION
Washington D. C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933


SYSTEMS COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)

FLORIDA                                              65-0036344
(State or other jurisdiction                        (I.R.S. Employer
of incorporation or organization)                   Identification Number)

4707 140th Avenue, Suite 106, Clearwater, Florida 33762  (813) 530-4800
(Address, including zip code, and telephone number, including
area code, or registrant's principal executive offices)

NON-STATUTORY INCENTIVE STOCK OPTIONS ISSUABLE TO CONSULTANTS AND EMPLOYEES
(Full title of plan)

James T. Kowalczyk, Principal Executive Officer, Systems Communications, Inc.,
4707 140th Avenue, Suite 106, Clearwater, Florida 33762
(813) 530-4800 Facsimile (813) 530-4707
(Name and address, including zip code, and telephone number,
including area code, of agent for service)

Copy to:
Jackson L. Morris, Esq., 3116 West North A Street, Tampa, Florida 33609
(813) 874-8854   Facsimile (813) 873-9628

CALCULATION OF REGISTRATION FEE

                           Proposed      Proposed      
Title of Each              maximum       maximum       Amount 
Class of       Amount      offering      aggregate     of the
Securities to  to be       price per     offering      registration
be Registered  registered  unit (2)      price         fee (3)
                                                       
Common Stock,                                          
par value      1,958,622                               
$0.001 per     shares      $0.10         $195,862      $100
share(1)

(1) The shares registered pursuant to this Registration Statement
are available for issuance pursuant to certain outstanding stock
option agreements issued to employees and consultants, the form
of each of which is attached as an exhibit to this Registration
Statement.

(2) Estimated solely for the purpose of calculating the
registration fee, based upon the per share maximum exercise price
of the shares of Common Stock covered by this registration
statement.

(3) Pursuant to General Instruction E, the registration fee paid
in connection herewith is based on the maximum aggregate per
share exercise price of the shares of Common Stock covered by
this registration statement.

<PAGE> 2

PART I.  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


ITEM 1:  Plan Information.

The information required by Part I is included in documents to be
sent or given to the participants.

ITEM 2:  Registration Information and Employee Plan Annual
Information.

Upon written or oral request, Systems Communications, Inc., a
Florida corporation, (the "Registrant") will provide, without
charge, a copy of all documents incorporated by reference in Item
3 of Part II of this Registration Statement, which are
incorporated by reference in the Section 10(a) Prospectus, and
all other documents required to be delivered to employees
pursuant to Rule 428(b) promulgated under the Securities Act of
1933, as amended, (the "Securities Act").  All requests should be
made to Systems Communications, Inc., Attn: James T. Kowalczyk,
Principal Executive Officer, 4707 140th Avenue, Suite 106,
Clearwater, Florida 33762, telephone  number:  (813) 530-4800.


PART II:  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3:  Incorporation of Documents by Reference.

The Company's Annual Report on Form 10-K for the year ended
December 31, 1997, which is on file with the Securities and
Exchange Commission (the "Commission"), is incorporated in this
Registration Statement by reference. All documents filed by the
Registrant pursuant to Section 13(a), 14 and 15(d) of the
Exchange Act prior to the filing of a post-effective amendment
which indicates that all shares offered hereby have been sold or
which de-registers all shares then remaining unsold, shall be
deemed to be incorporated in this Registration Statement by
reference and to be a part hereof from the date of filing of such
documents.

ITEM 4.  Description of Securities.

The Registrant's Articles of Incorporation authorize the
Registrant to issue up to 50,000,000 million shares of Common
Stock. The holders of Common Stock of the Registrant are entitled
to cast one vote for each share held at all shareholders meetings
for all purposes. Upon liquidation or dissolution, each
outstanding share of Common Stock will be entitled to share
equally in the assets of the Registrant legally available for
distribution to shareholders after the payment of all debts and
other liabilities. Common Stock does not have any cumulative or
preemptive or other right to subscribe to or purchase additional
Common Stock in the event of a subsequent offering. All
outstanding Common Stock is, and the shares offered hereby will
be, legally issued, fully paid and non-assessable.  The Board of
Directors of the Registrant may not declare dividends when
payment would render the Registrant insolvent or when the
Registrant is already insolvent. The Registrant has not paid
dividends to date and it is not anticipated that any dividends
will be paid in the foreseeable future. The Board of Directors
initially may follow a policy of retaining earnings, if any, to
finance the future growth of the Registrant. Accordingly, future
dividends, if any, will depend upon, among other considerations,
the Registrant's need for working capital at the time.

<PAGE> 3

ITEM 5.  Interests of Named Experts and Counsel.

The Company will rely on an opinion given by Jackson L. Morris,
Esq., Tampa, Florida, as to the legality of the Shares.  Mr.
Morris is the holder of 125,000 shares of the Registrant's common
stock and options to purchase 225,000 shares, 100,000 of which
are covered by this registration statement.

ITEM 6. Indemnification of Directors and Officers.

The Registrant's Articles of Incorporation generally provide for
the maximum indemnification of a corporation's directors and
officers as permitted by law in the State of Florida.  Florida
law empowers a corporation to indemnify any person who was or is
a party or who is threatened to be made a party to any
threatened, pending, or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, except
in the case of an action by or in the right of the corporation,
by reason of the fact that he or she is or was a director,
officer, employee or agent of the corporation or is or was
serving at the request of the corporation as a director, officer,
employee or agent of another corporation or other enterprise.
Depending on the character of the proceeding, a corporation may
indemnify against expenses (including attorney's fees),
judgments, fines and amounts paid in settlement actually and
reasonably incurred in connection with such action, suit or
proceeding if the person indemnified acted in good faith and in a
manner he or she reasonably believed to be in or not opposed to
the best interests of the corporation, and with respect to any
criminal action or proceedings, had no reasonable cause to
believe his or her conduct was unlawful.  A corporation may
indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment
in its favor by reason of the fact that he or she is or was a
director, officer, employee or agent of the corporation, or is or
was serving at the request of the corporation as a director,
officer, employee or agent of another corporation or other
enterprise, against expenses, including amounts paid in
settlement and attorney's fees actually and reasonably incurred
by him or her in connection with the defense or settlement of the
action or suit if he or she acted in good faith and in a manner
which he or she reasonably believed to be in or not opposed to
the best interests of the corporation.  Indemnification may not
be made for any claim, issue or matter as to which such a person
has been adjudged by a court of competent jurisdiction, after
exhaustion of all appeals therefrom, to be liable to the
corporation or for amounts paid in settlement to the corporation
unless and only to the extent that the court in which the action
or suit was brought or other court of competent jurisdiction
determines upon application that in view of all the circumstances
of the case, the person is fairly and reasonably entitled to
indemnity for such expenses as the court deems proper.  To the
extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to above, or
in defense of any claim, issue or matter therein, he or she must
be indemnified by the corporation against expenses, including
attorney's fees, actually and reasonably incurred by him in
connection with the defense.  Any indemnification under this
section, unless ordered by a court or advanced pursuant to this
section, must be made by the corporation only as authorized in
the specific case upon a determination that indemnification of
the director, officer, employee or agent is proper in the
circumstances.  The determination must be made:  (a) by the
stockholders; (b) by the board of directors by majority vote of a
quorum consisting of directors

<PAGE> 4

who were not parties to the action, suit or proceeding; (c) if a
majority vote of a quorum consisting of directors who were not
parties to the action, suit or proceeding so orders, by
independent legal counsel in a written opinion; or (d) if a
quorum consisting of directors who were not parties to the
action, suit or proceeding cannot be obtained, by independent
legal counsel in a written opinion.  The articles of
incorporation, the bylaws or an agreement made by the corporation
may provide that the expenses of officers and directors incurred
in defending a civil or criminal action, suit or proceeding must
be paid by the corporation as they are incurred and in advance of
the final disposition of the action, suit or proceeding upon
receipt of an undertaking by or on behalf of the director or
officer to repay the amount if it is ultimately determined by a
court of competent jurisdiction that he or she is not entitled to
be indemnified by the corporation.  The provisions of this
section do not affect any rights to advancement of expenses to
which corporate personnel other than directors or officers may be
entitled under any contract or otherwise by law.  The
indemnification and advancement of expenses authorized in or
ordered by a court pursuant to this section:  (a) does not
exclude any other rights to which a person seeking
indemnification or advancement of expenses may be entitled under
the articles of incorporation or any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, for either
an action in his or her official capacity or an action in another
capacity while holding his or her office, except that
indemnification, unless ordered by a court pursuant to this
section or for the advancement of any director or officer if a
final adjudication establishes that his or her acts or omissions
involved intentional misconduct, fraud or a knowing violation of
the law and was material to the cause of action; and (b)
continues for a person who has ceased to be a director, officer,
employee or agent and inures to the benefit of the heirs,
executors and administrators of such a person.  No
indemnification is permitted for criminal violations (unless the
director, officer or agent had reasonable cause to believe his
conduct was lawful), transactions in which the director or
officer derived an improper personal benefit, declarations of
unlawful dividends or, in derivative actions, willful misconduct
or conscious disregard for the best interests of the corporation.

ITEM 8:  Exhibits

4.17 Form of Non-Statutory Incentive Stock Option Agreement
5.1  Opinion of Jackson L. Morris, Esq.
23.1 Consent of Jackson L. Morris, Esq. (included in Exhibit 5.1)
23.2 Consent of Ernst & Young LLP
23.3 Consent of Moore Stephens Lovelace, P.L.

<PAGE> 5

ITEM 9:  Undertakings.

The undersigned Registrant hereby undertakes:

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;  (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
Registration Statement is on Form S-3 or Form S-8, and the
information

(1) required to be included in a post-effective amendment by
  those paragraphs is incorporated by reference from periodic
  reports filed by the Registrant under the Exchange Act.

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

(3)  To remove from registration by means of a post-effective
  amendment any of the securities being registered that remain
  unsold at the end 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 foregoing
provisions, 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 in the successful defense of any action, suit
or proceeding) is asserted by such director, officers 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.

<PAGE> 6

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 Clearwater, Florida, on May 12, 1998.

SYSTEMS COMMUNICATIONS, INC.
By:/s/ James T. Kowalczyk
       Principal  Executive Officer

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.

/s/ James T. Kowalczyk
    Principal Executive Officer and Director
May 12, 1998

/s/ Edwin B Salmon
    Principal Accounting Officer and Director
May 12, 1998

/s/ Richard A. Sweet
    Director
May 12, 1998

/s/ Larry R. Snapp
    Director
May 12, 1998

EXHIBIT INDEX

4.17 Form of Non-Statutory Incentive Stock Option Agreement
5.1  Opinion of Jackson L. Morris, Esq.
23.1 Consent of Jackson L. Morris, Esq. (included in Exhibit 5.1)
23.2 Consent of Ernst & Young LLP
23.3 Consent of Moore Stephens Lovelace, P.L.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 16761}]
{"company-data": {"conformed-name": "SYSTEMS COMMUNICATIONS INC", "cik": "0000949857", "assigned-sic": "4813", "irs-number": "650036344", "state-of-incorporation": "FL", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-52455", "film-number": "98617001"}, "business-address": {"street1": "4707 140TH AVENUE", "street2": "SUITE 107", "city": "CLEARWATER", "state": "FL", "zip": "33762", "phone": "8135304800"}, "mail-address": {"street1": "4707 140TH AVENUE", "street2": "SUITE 107", "city": "CLEARWATER", "state": "FL", "zip": "33762"}}
As filed with the Securities and Exchange Commission on May 11,
1998
Registration No.  33-_________

SECURITIES AND EXCHANGE COMMISSION
Washington D. C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933

SYSTEMS COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)

FLORIDA                                              65-0036344
(State or other jurisdiction                        (I.R.S. Employer
of incorporation or organization)                   Identification Number)

4707 140th Avenue, Suite 106, Clearwater, Florida 33762  (813) 530-4800
(Address, including zip code, and telephone number, including
area code, or registrant's principal executive offices)

NON-STATUTORY INCENTIVE STOCK OPTIONS ISSUABLE TO CONSULTANTS AND EMPLOYEES
(Full title of plan)

James T. Kowalczyk, Principal Executive Officer, Systems Communications, Inc.,
4707 140th Avenue, Suite 106, Clearwater, Florida 33762
(813) 530-4800 Facsimile (813) 530-4707
(Name and address, including zip code, and telephone number,
including area code, of agent for service)

Copy to:
Jackson L. Morris, Esq., 3116 West North A Street, Tampa, Florida 33609
(813) 874-8854   Facsimile (813) 873-9628

CALCULATION OF REGISTRATION FEE

                           Proposed      Proposed      
Title of Each              maximum       maximum       Amount 
Class of       Amount      offering      aggregate     of the
Securities to  to be       price per     offering      registration
be Registered  registered  unit (2)      price         fee (3)
                                                       
Common Stock,                                          
par value      1,958,622                               
$0.001 per     shares      $0.10         $195,862      $100
share(1)

(1) The shares registered pursuant to this Registration Statement
are available for issuance pursuant to certain outstanding stock
option agreements issued to employees and consultants, the form
of each of which is attached as an exhibit to this Registration
Statement.

(2) Estimated solely for the purpose of calculating the
registration fee, based upon the per share maximum exercise price
of the shares of Common Stock covered by this registration
statement.

(3) Pursuant to General Instruction E, the registration fee paid
in connection herewith is based on the maximum aggregate per
share exercise price of the shares of Common Stock covered by
this registration statement.
2

PART I.  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1:  Plan Information.

The information required by Part I is included in documents to be
sent or given to the participants.

ITEM 2:  Registration Information and Employee Plan Annual
Information.

Upon written or oral request, Systems Communications, Inc., a
Florida corporation, (the "Registrant") will provide, without
charge, a copy of all documents incorporated by reference in Item
3 of Part II of this Registration Statement, which are
incorporated by reference in the Section 10(a) Prospectus, and
all other documents required to be delivered to employees
pursuant to Rule 428(b) promulgated under the Securities Act of
1933, as amended, (the "Securities Act").  All requests should be
made to Systems Communications, Inc., Attn: James T. Kowalczyk,
Principal Executive Officer, 4707 140th Avenue, Suite 106,
Clearwater, Florida 33762, telephone  number:  (813) 530-4800.

PART II:  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3:  Incorporation of Documents by Reference.

The Company's Annual Report on Form 10-K for the year ended
December 31, 1997, which is on file with the Securities and
Exchange Commission (the "Commission"), is incorporated in this
Registration Statement by reference. All documents filed by the
Registrant pursuant to Section 13(a), 14 and 15(d) of the
Exchange Act prior to the filing of a post-effective amendment
which indicates that all shares offered hereby have been sold or
which de-registers all shares then remaining unsold, shall be
deemed to be incorporated in this Registration Statement by
reference and to be a part hereof from the date of filing of such
documents.

ITEM 4.  Description of Securities.

The Registrant's Articles of Incorporation authorize the
Registrant to issue up to 50,000,000 million shares of Common
Stock. The holders of Common Stock of the Registrant are entitled
to cast one vote for each share held at all shareholders meetings
for all purposes. Upon liquidation or dissolution, each
outstanding share of Common Stock will be entitled to share
equally in the assets of the Registrant legally available for
distribution to shareholders after the payment of all debts and
other liabilities. Common Stock does not have any cumulative or
preemptive or other right to subscribe to or purchase additional
Common Stock in the event of a subsequent offering. All
outstanding Common Stock is, and the shares offered hereby will
be, legally issued, fully paid and non-assessable.  The Board of
Directors of the Registrant may not declare dividends when
payment would render the Registrant insolvent or when the
Registrant is already insolvent. The Registrant has not paid
dividends to date and it is not anticipated that any dividends
will be paid in the foreseeable future. The Board of Directors
initially may follow a policy of retaining earnings, if any, to
finance the future growth of the Registrant. Accordingly, future
dividends, if any, will depend upon, among other considerations,
the Registrant's need for working capital at the time.
3

ITEM 5.  Interests of Named Experts and Counsel.

The Company will rely on an opinion given by Jackson L. Morris,
Esq., Tampa, Florida, as to the legality of the Shares.  Mr.
Morris is the holder of 125,000 shares of the Registrant's common
stock and options to purchase 225,000 shares, 100,000 of which
are covered by this registration statement.

ITEM 6. Indemnification of Directors and Officers.

The Registrant's Articles of Incorporation generally provide for
the maximum indemnification of a corporation's directors and
officers as permitted by law in the State of Florida.  Florida
law empowers a corporation to indemnify any person who was or is
a party or who is threatened to be made a party to any
threatened, pending, or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, except
in the case of an action by or in the right of the corporation,
by reason of the fact that he or she is or was a director,
officer, employee or agent of the corporation or is or was
serving at the request of the corporation as a director, officer,
employee or agent of another corporation or other enterprise.
Depending on the character of the proceeding, a corporation may
indemnify against expenses (including attorney's fees),
judgments, fines and amounts paid in settlement actually and
reasonably incurred in connection with such action, suit or
proceeding if the person indemnified acted in good faith and in a
manner he or she reasonably believed to be in or not opposed to
the best interests of the corporation, and with respect to any
criminal action or proceedings, had no reasonable cause to
believe his or her conduct was unlawful.  A corporation may
indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment
in its favor by reason of the fact that he or she is or was a
director, officer, employee or agent of the corporation, or is or
was serving at the request of the corporation as a director,
officer, employee or agent of another corporation or other
enterprise, against expenses, including amounts paid in
settlement and attorney's fees actually and reasonably incurred
by him or her in connection with the defense or settlement of the
action or suit if he or she acted in good faith and in a manner
which he or she reasonably believed to be in or not opposed to
the best interests of the corporation.  Indemnification may not
be made for any claim, issue or matter as to which such a person
has been adjudged by a court of competent jurisdiction, after
exhaustion of all appeals therefrom, to be liable to the
corporation or for amounts paid in settlement to the corporation
unless and only to the extent that the court in which the action
or suit was brought or other court of competent jurisdiction
determines upon application that in view of all the circumstances
of the case, the person is fairly and reasonably entitled to
indemnity for such expenses as the court deems proper.  To the
extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to above, or
in defense of any claim, issue or matter therein, he or she must
be indemnified by the corporation against expenses, including
attorney's fees, actually and reasonably incurred by him in
connection with the defense.  Any indemnification under this
section, unless ordered by a court or advanced pursuant to this
section, must be made by the corporation only as authorized in
the specific case upon a determination that indemnification of
the director, officer, employee or agent is proper in the
circumstances.  The determination must be made:  (a) by the
stockholders; (b) by the board of directors by majority vote of a
quorum consisting of directors
4

who were not parties to the action, suit or proceeding; (c) if a
majority vote of a quorum consisting of directors who were not
parties to the action, suit or proceeding so orders, by
independent legal counsel in a written opinion; or (d) if a
quorum consisting of directors who were not parties to the
action, suit or proceeding cannot be obtained, by independent
legal counsel in a written opinion.  The articles of
incorporation, the bylaws or an agreement made by the corporation
may provide that the expenses of officers and directors incurred
in defending a civil or criminal action, suit or proceeding must
be paid by the corporation as they are incurred and in advance of
the final disposition of the action, suit or proceeding upon
receipt of an undertaking by or on behalf of the director or
officer to repay the amount if it is ultimately determined by a
court of competent jurisdiction that he or she is not entitled to
be indemnified by the corporation.  The provisions of this
section do not affect any rights to advancement of expenses to
which corporate personnel other than directors or officers may be
entitled under any contract or otherwise by law.  The
indemnification and advancement of expenses authorized in or
ordered by a court pursuant to this section:  (a) does not
exclude any other rights to which a person seeking
indemnification or advancement of expenses may be entitled under
the articles of incorporation or any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, for either
an action in his or her official capacity or an action in another
capacity while holding his or her office, except that
indemnification, unless ordered by a court pursuant to this
section or for the advancement of any director or officer if a
final adjudication establishes that his or her acts or omissions
involved intentional misconduct, fraud or a knowing violation of
the law and was material to the cause of action; and (b)
continues for a person who has ceased to be a director, officer,
employee or agent and inures to the benefit of the heirs,
executors and administrators of such a person.  No
indemnification is permitted for criminal violations (unless the
director, officer or agent had reasonable cause to believe his
conduct was lawful), transactions in which the director or
officer derived an improper personal benefit, declarations of
unlawful dividends or, in derivative actions, willful misconduct
or conscious disregard for the best interests of the corporation.

ITEM 8:  Exhibits

4.17 Form of Non-Statutory Incentive Stock Option Agreement
5.1  Opinion of Jackson L. Morris, Esq.
23.1 Consent of Jackson L. Morris, Esq. (included in Exhibit 5.1)
23.2 Consent of Ernst & Young LLP
23.3 Consent of Moore Stephens Lovelace, P.L.
5

ITEM 9:  Undertakings.

The undersigned Registrant hereby undertakes:

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;  (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
Registration Statement is on Form S-3 or Form S-8, and the
information

(1) required to be included in a post-effective amendment by
  those paragraphs is incorporated by reference from periodic
  reports filed by the Registrant under the Exchange Act.

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

(3)  To remove from registration by means of a post-effective
  amendment any of the securities being registered that remain
  unsold at the end 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 foregoing
provisions, 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 in the successful defense of any action, suit
or proceeding) is asserted by such director, officers 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.
6

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 Clearwater, Florida, on May 12, 1998.

SYSTEMS COMMUNICATIONS, INC.
By:/s/ James T. Kowalczyk
       Principal  Executive Officer

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.

/s/ James T. Kowalczyk
    Principal Executive Officer and Director
May 12, 1998

/s/ Edwin B Salmon
    Principal Accounting Officer and Director
May 12, 1998

/s/ Richard A. Sweet
    Director
May 12, 1998

/s/ Larry R. Snapp
    Director
May 12, 1998

EXHIBIT INDEX

4.17 Form of Non-Statutory Incentive Stock Option Agreement
5.1  Opinion of Jackson L. Morris, Esq.
23.1 Consent of Jackson L. Morris, Esq. (included in Exhibit 5.1)
23.2 Consent of Ernst & Young LLP
23.3 Consent of Moore Stephens Lovelace, P.L.