As Filed with the Securities and
                       Exchange Commission on June 26, 1998
                                No. 33-________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    Form S-8

                             REGISTRATION STATEMENT

                        UNDER THE SECURITIES ACT OF 1933



                         DIGITRAN SYSTEMS, INCORPORATED


             (Exact Name of Registrant as Specified in its Charter)


        DELAWARE                                              72-0861671
(State of Incorporation)                                   (I.R.S. Employer
                                                           Identification No.)


                                2167 North Main
                                 P.O. Box 6310
                          North Logan, Utah 84341-6310
                    (Address of Principal Executive Offices)

    One (1) Professional Services Agreement, One (1) Fee Agreement, and One
               (1) Consulting Agreement (Full Title of the Plans)


                                                  Copy to:
Loretta Trevers                                   Gary L. Blum, Esq.
2167 North Main                                   Law Offices of Gary L. Blum
North Logan, Utah  84341-6310                     3278 Wilshire Blvd., Suite 603
Telephone (435) 752-9067                          Los Angeles, CA  90010
Facsimile  (435) 752-5888                         Telephone (213) 381-7450
(Name, Address and Telephone                      Facsimile (213) 384-1035
Number of Agent for Service)



<PAGE>



<TABLE>
<S>                      <C>                    <C>                    <C>                  <C>                       <C>    
                         CALCULATION OF REGISTRATION FEE


Title of Plan            Title of Securities    Amount to be         Proposed Maximum       Proposed Maximum          Amount of
                         to be Registered       Registered           Offering  Price Per    Aggregate Offering        Registration
                                                                     Share                                            Fee
_______________          _______________        _______________      ________________       __________________        ____________
                                                                                          
Professional Services    Common Shares          100,000 [1]          $  0.687               $  68,700                 $  23.69     
Agreement

Fee Agreement            Common Shares          20,000 [1]           $  0.687               $   13,740                $  4.74

Consulting Agreement     Common Shares          30,000 [1]           $  0.687               $   20,610                $  7.11





Total                                           150,000                                     $  103,050                $  35.54


</TABLE>

This Registration  Statement,  including  exhibits,  consists of 15 sequentially
numbered pages. The Index to Exhibits appears on sequentially numbered page 8.



(Footnotes)

[1]               Calculated pursuant to Rule 457(h).

[2]               Shares subject to options previously granted  pursuant to such
                  Plan.


                                       2
<PAGE>                                  


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


Item 1.  Plan Information

Item 2.  Registrant Information

The  information  required  by Items 1 and 2 of Part I are not  filed as part of
this Registration Statement pursuant to the Note to Part I of Form S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Certain Documents by Reference

                  The following documents of Digitran Systems, Incorporated (the
"Company"),  previously filed with the Securities and Exchange  Commission,  are
incorporated herein by reference:


     1. The Company's Annual Report on Form 10-K for the fiscal year ended April
30, 1997;

     2. All  other  reports  filed  pursuant  to  Section  13(a) or 15(d) of the
Securities  Exchange Act of 1934 since the end of the fiscal year covered by the
above reference to the Company's Annual Report on Form 10-K.

                  In addition,  all documents  filed by the Company  pursuant to
Sections 13(a),  13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after
the date of this Registration Statement, prior to the filing of a post-effective
amendment  which  indicates that all securities  offered have been sold or which
reregisters  all  securities  then  remaining  unsold,  shall  be  deemed  to be
incorporated by reference in the Registration  Statement and to be a 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.

                                       3
<PAGE>

Item 6.  Indemnification of Directors and Officers

                  Section 145 of the Delaware General Corporation Law ("Delaware
Law") authorizes a court to award or a corporation's Board of Directors to grant
indemnification  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  Registrant's  Articles  of  Incorporation  provide  that  the
Company's  Directors  shall not be liable to the Registrant or its  stockholders
for monetary  damages for breach of fiduciary  duty as a director to the fullest
extent permitted by the Delaware General Corporation Law.


Item 7.  Exemption from Registration Claimed
         Not applicable.

Item 8.  Exhibits

         See the  Index  to  Exhibits  at  Page 7 of this  Registration
         Statement.


Item 9.  Undertakings

                     A.    The undersigned registrant hereby undertakes:

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

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

                                (ii)   to reflect in the prospectus any facts or
                                       events  arising after the effective  date
                                       of the  Registration  Statement  (or  the
                                       most  recent   post-effective   amendment
                                       thereof),  which,  individually or in the
                                       aggregate,   represents   a   fundamental
                                       change  in the  information  set forth in
                                       the Registration Statement; and

                                (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  (a) (1) (i) and (a) (1)  (ii)
                                       do  not   apply   if   the   Registration
                                       Statement  is on Form S-3 or Form S-8 and
                                       the  information  required to be included
                                       in a  post-effective  amendment  by those
                                       paragraphs   is   contained  in  periodic
                                       reports filed by the registrant  pursuant
                                       to Section  13 or  Section  15(d) of this
                                       Securities  Exchange Act of 1934 that are
                                       incorporated    by   reference   in   the
                                       Registration Statement.
      
                                       4
<PAGE>

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

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

                     B.    The  undersigned   registrant  undertakes  that,  for
                           purposes  of  determining  any  liability  under  the
                           Securities   Act  of  1933,   each   filing   of  the
                           registrant's  annual report pursuant to Section 13(a)
                           or Section  15(d) of the  Securities  Exchange Act of
                           1934  that  is  incorporated  by  reference  in  this
                           Registration  Statement  shall be  deemed to be a new
                           registration  statement  relating  to the  securities
                           offered  herein,  and the offering of such securities
                           at the time  shall be deemed to be the  initial  bona
                           fide offering thereof.

                     C.    Insofar as  indemnification  for liabilities  arising
                           under the  Securities Act of 1933 may be permitted to
                           directors,  officers and  controlling  persons of the
                           Company   pursuant   to  the   foregoing   provisions
                           described  under  Item 6  above,  or  otherwise,  the
                           Company 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 of 1933  and  is,  therefore,
                           unenforceable.   In  the  event   that  a  claim  for
                           indemnification  against such liabilities (other than
                           the payment by the  Company of  expenses  incurred or
                           paid by a director,  officer or controlling person of
                           the Company in the successful  defense of any action,
                           suit or proceeding)  is asserted  against the Company
                           by such director,  officer or  controlling  person in
                           connection with the securities being registered,  the
                           Company  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 of  1933  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 Logan, State of Utah on the 22nd , day of June, 1998.

                                                 Digitran Systems, Incorporated.


                                                    By:  /s/  Loretta Trevers
                                                         Loretta Trevers
                                                         Chief Executive Officer

                                       5
<PAGE>

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities indicated and on the 22nd , day of June, 1998.

         SIGNATURE                           TITLE



          /s/ Loretta Trevers                Chairman of the Board,
         Loretta Trevers                     Chief Executive Office and Director



          /s/ Gary L. Blum                   Director
         Gary L. Blum



          /s/ Jamie Levy                     Director
         Jamie Levy



         /s/ Scott Lybbert                   Chief Financial Officer
         Scott Lybbert


                                       6
<PAGE>


                                INDEX TO EXHIBITS
Exhibit                                                             Sequentially
Number         Description                                         Numbered Page

5.1            Opinion of Law Offices of Gary L. Blum                          8

10.1           Professional Services Agreement                                10

10.2           Fee Agreement                                                  11

10.3           Consulting Agreement                                           13

23.1           Consent of Law Offices of Gary L. Blum                         14
               (Included in Exhibit 5.1)

23.2           Consent of Tanner + Co                                         15

                                       7
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 14665}]
{"company-data": {"conformed-name": "DIGITRAN SYSTEMS INC /DE", "cik": "0000876134", "assigned-sic": "3690", "irs-number": "720861671", "state-of-incorporation": "DE", "fiscal-year-end": "0430"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-57959", "film-number": "98656191"}, "business-address": {"street1": "90 NORTH 100 EAST", "city": "LOGAN", "state": "UT", "zip": "84321", "phone": "8017529067"}}
As Filed with the Securities and
                       Exchange Commission on June 26, 1998
                                No. 33-________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    Form S-8

                             REGISTRATION STATEMENT

                        UNDER THE SECURITIES ACT OF 1933

                         DIGITRAN SYSTEMS, INCORPORATED

             (Exact Name of Registrant as Specified in its Charter)

        DELAWARE                                              72-0861671
(State of Incorporation)                                   (I.R.S. Employer
                                                           Identification No.)

                                2167 North Main
                                 P.O. Box 6310
                          North Logan, Utah 84341-6310
                    (Address of Principal Executive Offices)

    One (1) Professional Services Agreement, One (1) Fee Agreement, and One
               (1) Consulting Agreement (Full Title of the Plans)

                                                  Copy to:
Loretta Trevers                                   Gary L. Blum, Esq.
2167 North Main                                   Law Offices of Gary L. Blum
North Logan, Utah  84341-6310                     3278 Wilshire Blvd., Suite 603
Telephone (435) 752-9067                          Los Angeles, CA  90010
Facsimile  (435) 752-5888                         Telephone (213) 381-7450
(Name, Address and Telephone                      Facsimile (213) 384-1035
Number of Agent for Service)
CALCULATION OF REGISTRATION FEE

Title of Plan            Title of Securities    Amount to be         Proposed Maximum       Proposed Maximum          Amount of
                         to be Registered       Registered           Offering  Price Per    Aggregate Offering        Registration
                                                                     Share                                            Fee
_______________          _______________        _______________      ________________       __________________        ____________
                                                                                          
Professional Services    Common Shares          100,000 [1]          $  0.687               $  68,700                 $  23.69     
Agreement

Fee Agreement            Common Shares          20,000 [1]           $  0.687               $   13,740                $  4.74

Consulting Agreement     Common Shares          30,000 [1]           $  0.687               $   20,610                $  7.11

Total                                           150,000                                     $  103,050                $  35.54
This Registration  Statement,  including  exhibits,  consists of 15 sequentially
numbered pages. The Index to Exhibits appears on sequentially numbered page 8.

(Footnotes)

[1]               Calculated pursuant to Rule 457(h).

[2]               Shares subject to options previously granted  pursuant to such
                  Plan.

                                       2
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information

Item 2.  Registrant Information

The  information  required  by Items 1 and 2 of Part I are not  filed as part of
this Registration Statement pursuant to the Note to Part I of Form S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference

                  The following documents of Digitran Systems, Incorporated (the
"Company"),  previously filed with the Securities and Exchange  Commission,  are
incorporated herein by reference:

     1. The Company's Annual Report on Form 10-K for the fiscal year ended April
30, 1997;

     2. All  other  reports  filed  pursuant  to  Section  13(a) or 15(d) of the
Securities  Exchange Act of 1934 since the end of the fiscal year covered by the
above reference to the Company's Annual Report on Form 10-K.

                  In addition,  all documents  filed by the Company  pursuant to
Sections 13(a),  13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after
the date of this Registration Statement, prior to the filing of a post-effective
amendment  which  indicates that all securities  offered have been sold or which
reregisters  all  securities  then  remaining  unsold,  shall  be  deemed  to be
incorporated by reference in the Registration  Statement and to be a 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.

                                       3
Item 6.  Indemnification of Directors and Officers

                  Section 145 of the Delaware General Corporation Law ("Delaware
Law") authorizes a court to award or a corporation's Board of Directors to grant
indemnification  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  Registrant's  Articles  of  Incorporation  provide  that  the
Company's  Directors  shall not be liable to the Registrant or its  stockholders
for monetary  damages for breach of fiduciary  duty as a director to the fullest
extent permitted by the Delaware General Corporation Law.

Item 7.  Exemption from Registration Claimed
         Not applicable.

Item 8.  Exhibits

         See the  Index  to  Exhibits  at  Page 7 of this  Registration
         Statement.

Item 9.  Undertakings

                     A.    The undersigned registrant hereby undertakes:

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

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

                                (ii)   to reflect in the prospectus any facts or
                                       events  arising after the effective  date
                                       of the  Registration  Statement  (or  the
                                       most  recent   post-effective   amendment
                                       thereof),  which,  individually or in the
                                       aggregate,   represents   a   fundamental
                                       change  in the  information  set forth in
                                       the Registration Statement; and

                                (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  (a) (1) (i) and (a) (1)  (ii)
                                       do  not   apply   if   the   Registration
                                       Statement  is on Form S-3 or Form S-8 and
                                       the  information  required to be included
                                       in a  post-effective  amendment  by those
                                       paragraphs   is   contained  in  periodic
                                       reports filed by the registrant  pursuant
                                       to Section  13 or  Section  15(d) of this
                                       Securities  Exchange Act of 1934 that are
                                       incorporated    by   reference   in   the
                                       Registration Statement.
      
                                       4
(2)    That,  for  the  purpose  of  determining   any
                                 liability  under  the  Securities  Act of 1933,
                                 each  such  post-effective  amendment  shall be
                                 deemed  to  be  a  new  registration  statement
                                 relating to the securities at the time shall be
                                 deemed to be the  initial  bona  fide  offering
                                 thereof.

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

                     B.    The  undersigned   registrant  undertakes  that,  for
                           purposes  of  determining  any  liability  under  the
                           Securities   Act  of  1933,   each   filing   of  the
                           registrant's  annual report pursuant to Section 13(a)
                           or Section  15(d) of the  Securities  Exchange Act of
                           1934  that  is  incorporated  by  reference  in  this
                           Registration  Statement  shall be  deemed to be a new
                           registration  statement  relating  to the  securities
                           offered  herein,  and the offering of such securities
                           at the time  shall be deemed to be the  initial  bona
                           fide offering thereof.

                     C.    Insofar as  indemnification  for liabilities  arising
                           under the  Securities Act of 1933 may be permitted to
                           directors,  officers and  controlling  persons of the
                           Company   pursuant   to  the   foregoing   provisions
                           described  under  Item 6  above,  or  otherwise,  the
                           Company 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 of 1933  and  is,  therefore,
                           unenforceable.   In  the  event   that  a  claim  for
                           indemnification  against such liabilities (other than
                           the payment by the  Company of  expenses  incurred or
                           paid by a director,  officer or controlling person of
                           the Company in the successful  defense of any action,
                           suit or proceeding)  is asserted  against the Company
                           by such director,  officer or  controlling  person in
                           connection with the securities being registered,  the
                           Company  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 of  1933  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 Logan, State of Utah on the 22nd , day of June, 1998.

                                                 Digitran Systems, Incorporated.

                                                    By:  /s/  Loretta Trevers
                                                         Loretta Trevers
                                                         Chief Executive Officer

                                       5
Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities indicated and on the 22nd , day of June, 1998.

         SIGNATURE                           TITLE

          /s/ Loretta Trevers                Chairman of the Board,
         Loretta Trevers                     Chief Executive Office and Director

          /s/ Gary L. Blum                   Director
         Gary L. Blum

          /s/ Jamie Levy                     Director
         Jamie Levy

         /s/ Scott Lybbert                   Chief Financial Officer
         Scott Lybbert

                                       6
INDEX TO EXHIBITS
Exhibit                                                             Sequentially
Number         Description                                         Numbered Page

5.1            Opinion of Law Offices of Gary L. Blum                          8

10.1           Professional Services Agreement                                10

10.2           Fee Agreement                                                  11

10.3           Consulting Agreement                                           13

23.1           Consent of Law Offices of Gary L. Blum                         14
               (Included in Exhibit 5.1)

23.2           Consent of Tanner + Co                                         15

                                       7