<PAGE>


	As filed with the Securities and Exchange Commission
                                on
                  File No._________________
__________________________________________________________________

                   SECURITIES AND EXCHANGE COMMISSION
                        Washington, DC 20549

                              FORM S-8
                       Registration Statement
                             Under the
                       Securities Act of 1933

                  COMPUTER TRANSCEIVER SYSTEMS, INC.
	(Exact Name of Registrant as Specified in its Charter)

State of New Jersey				      	22-1842747
(State or Other Jurisdiction	   		(IRS Employer ID No.)
of Incorporation or Organization)

           23 Carol Street, Clifton, New Jersey 07014-0996
         (Address of Principal Executive Offices) (Zip Code)

                Agreement with Halter Capital Corporation

  Thomas J. Tully, 23 Carol Street, Clifton, New Jersey 07014-0996
                          (973) 777-3500

If any of the securities being registered on this Form are to be 
offered on a delayed or continuous basis pursuant to Rule 415 
under the Securities Act of 1933, other than securities offered 
only in connection with dividend or interest reinvestment plans, 
check the following line:  _X_


                   CALCULATION OF REGISTRATION FEE
__________________________________________________________________
					  
                           Proposed      Proposed
Title of                   Maximum       Maximum
Securities    Amount       Offering      Aggregate     Amount of
 to be        to be        Price         Offering    Registration
Registered    Registered   Per Share     Price           Fee    
 
Common Stock	10,000	  $ .02 (1)	$200.00		$100.00
__________________________________________________________________
(1) Calculated pursuant to Rule 457(h).
	
	Page 1 of 12 pages contained in the sequential numbering system.
               The Exhibit Index may be found on Page  7  of the
                         sequential numbering system.
                                       -1-
<PAGE>
ITEM 3.	Incorporation of Certain Documents by Reference.

The following documents are incorporated by reference into the 
registration statement:

The Company's Annual Report on Form 10-K for the year ended July 
31, 1997, and all other reports filed pursuant to section 13(a) or 
15(d) since the end of the year covered by above annual report.

All documents filed by the Company pursuant to Sections 13(a), 
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as 
amended, subsequent to the date hereof and prior to the filing of 
a post-effective amendment which indicates that all securities 
offered hereby have been sold or which de-registers all securities 
covered hereby then remaining unsold shall be deemed to be 
incorporated by reference herein and to be a part hereof from the 
date of filing of such documents, except as to any portion of any 
future Annual or Quarterly Report to Stockholders which is deemed 
to be modified or superseded for purposes of this Registration 
Statement to the extent that such statement is replaced or 
modified by a statement contained in a subsequently dated document 
incorporated by reference or contained in this Registration 
Statement.

The description of the Company's common stock which is contained 
in the Company's Registration Statement filed under Section 12 of 
the Securities Exchange Act of 1934, including any amendments or 
reports filed for the purpose of updating such description.

ITEM 4.	Description of Securities.

Securities are registered under Section 12 of the Exchange Act.

ITEM	5.	Interest of Named Experts and Counsel.

The validity of the issuance of the securities registered pursuant 
to this Registration Statement is being passed upon for the 
Company by the Law Offices of Jeffrey D. Marks, Esq., P.C., 415 
Clifton Avenue, Clifton, New Jersey, 07015.

ITEM 6.	Indemnification of Directors and Officers.

The Company's Certificate of Incorporation limits directors' 
liability for monetary damages for breaches of their duties of 
care owed the Company to the fullest extent permitted by New York 
law.

ITEM 7.	Exemption from Registration Claimed.

Does not apply.
                                       -2-
<PAGE>
ITEM 8.	Exhibits.

5.1		Opinion of the Law Offices of Jeffrey D. Marks, Esq., 
                P.C., regarding the legality of the securities being 
                offered hereby.

24.1		Consent of Arthur Andersen, L.L.P.

24.2		Consent of the Law Offices of Jeffrey D. Marks, Esq., 
                P.C. (contained in Exhibit 5.1)

ITEM 9. 	Undertakings.

The undersigned hereby undertakes:

	(1)(a)	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, 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)(a)(i) and (1)(a)(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 the Securities Exchange Act of 1934 that are incorporated 
by reference in the Registration Statement.

	(b)	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 offered therein, and the offering of 
such securities at that time shall be deemed to be the initial 
benefit offering thereof.

	(2)	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 Plan.
                                    -3-
<PAGE>
	(3)	The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act 
pursuant to Section 13(a) or Section 15(d) of the Securities 
Exchange Act of 1934 (and, where applicable, each filing of an 
employee benefit plan's annual report pursuant to Section 15(d) of 
the Securities Exchange Act of 1934) that is incorporated by 
reference in 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 benefit offering thereof.

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

	(5)	Insofar as indemnification for liabilities arising 
under the Securities Act of 1933 may be permitted to directors, 
officers and controlling persons of the registrant pursuant to the 
foregoing provisions, or otherwise, the registrant has been 
advised that in the opinion of the Securities and Exchange 
Commission such indemnification is against public policy as 
expressed in the act and is, therefore, unenforceable.  In the 
event that a claim for indemnification against such liabilities 
(other than the payment by the registrant of expenses incurred or 
paid by a director, officer or controlling person of the 
registrant in the successful defense of any action, suit or 
proceeding) is asserted by such director, officer or controlling 
person in connection with the securities being registered, the 
registrant will, unless in the opinion of its counsel the matter 
has been settled by controlling precedent, submit to a court of 
appropriate jurisdiction the question whether such indemnification 
by it is against public policy as expressed in the Act and will be 
governed by the final adjudication of such issue.

                                 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 the requirements for filing a 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 
Clifton, State of New Jersey, on the 6th day of February, 1998.
                                      -4-
<PAGE>
                                COMPUTER TRANSCEIVER SYSTEMS, INC.


                                BY:s/Thomas J. Tully
                                THOMAS J. TULLY, PRESIDENT

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


Signature                Title                       Date


________________      Chairman of the Board     _________________
James Q. Maloy        and Director



s/Ronald C. Byer      Secretary, Treasurer       February 6, 1998
Ronald C. Byer  			


s/Thomas J. Tully     President and              February 6, 1998
Thomas J. Tully       Director


s/Allen g. Jacobson   Director                   February 6, 1998
Allen G. Jacobson
                                      -5-
<PAGE>

                     SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549



                            ________________________
              

                                    EXHIBITS

                                       TO

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

                             _______________________



                        COMPUTER TRANSCEIVER SYSTEMS, INC.



                                        -6-
<PAGE>

                                 EXHIBIT INDEX


Exhibit                                                 Sequentially
Number                                                  Numbered Page


5.1		Opinion of the Law Offices of Jeffrey
		D. Marks, Esq., P.C., regarding the
		legality of the securities being
                offered hereby.                               9

24.1		Consent of Arthur Andersen, L.L.P.           12

24.2		Consent of the Law Offices of Jeffrey
		D. Marks, Esq., P.C., (contained in
		Exhibit 5.1)


                                  -7-
<PAGE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 11495}]
{"company-data": {"conformed-name": "COMPUTER TRANSCEIVER SYSTEMS INC", "cik": "0000023120", "assigned-sic": "9995", "irs-number": "221842747", "state-of-incorporation": "NY", "fiscal-year-end": "0731"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-46037", "film-number": "98530443"}, "business-address": {"street1": "23 CAROL ST", "city": "CLIFTON", "state": "NJ", "zip": "07014", "phone": "2014734700"}, "mail-address": {"street1": "23 CAROL STREET", "city": "CLIFTON", "state": "NJ", "zip": "07014"}, "former-company": {"former-conformed-name": "PORTRONIC TERMINALS INC", "date-changed": "19680920"}}
As filed with the Securities and Exchange Commission
                                on
                  File No._________________
__________________________________________________________________

                   SECURITIES AND EXCHANGE COMMISSION
                        Washington, DC 20549

                              FORM S-8
                       Registration Statement
                             Under the
                       Securities Act of 1933

                  COMPUTER TRANSCEIVER SYSTEMS, INC.
	(Exact Name of Registrant as Specified in its Charter)

State of New Jersey				      	22-1842747
(State or Other Jurisdiction	   		(IRS Employer ID No.)
of Incorporation or Organization)

           23 Carol Street, Clifton, New Jersey 07014-0996
         (Address of Principal Executive Offices) (Zip Code)

                Agreement with Halter Capital Corporation

  Thomas J. Tully, 23 Carol Street, Clifton, New Jersey 07014-0996
                          (973) 777-3500

If any of the securities being registered on this Form are to be 
offered on a delayed or continuous basis pursuant to Rule 415 
under the Securities Act of 1933, other than securities offered 
only in connection with dividend or interest reinvestment plans, 
check the following line:  _X_

                   CALCULATION OF REGISTRATION FEE
__________________________________________________________________
					  
                           Proposed      Proposed
Title of                   Maximum       Maximum
Securities    Amount       Offering      Aggregate     Amount of
 to be        to be        Price         Offering    Registration
Registered    Registered   Per Share     Price           Fee    
 
Common Stock	10,000	  $ .02 (1)	$200.00		$100.00
__________________________________________________________________
(1) Calculated pursuant to Rule 457(h).
	
	Page 1 of 12 pages contained in the sequential numbering system.
               The Exhibit Index may be found on Page  7  of the
                         sequential numbering system.
                                       -1-
ITEM 3.	Incorporation of Certain Documents by Reference.

The following documents are incorporated by reference into the 
registration statement:

The Company's Annual Report on Form 10-K for the year ended July 
31, 1997, and all other reports filed pursuant to section 13(a) or 
15(d) since the end of the year covered by above annual report.

All documents filed by the Company pursuant to Sections 13(a), 
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as 
amended, subsequent to the date hereof and prior to the filing of 
a post-effective amendment which indicates that all securities 
offered hereby have been sold or which de-registers all securities 
covered hereby then remaining unsold shall be deemed to be 
incorporated by reference herein and to be a part hereof from the 
date of filing of such documents, except as to any portion of any 
future Annual or Quarterly Report to Stockholders which is deemed 
to be modified or superseded for purposes of this Registration 
Statement to the extent that such statement is replaced or 
modified by a statement contained in a subsequently dated document 
incorporated by reference or contained in this Registration 
Statement.

The description of the Company's common stock which is contained 
in the Company's Registration Statement filed under Section 12 of 
the Securities Exchange Act of 1934, including any amendments or 
reports filed for the purpose of updating such description.

ITEM 4.	Description of Securities.

Securities are registered under Section 12 of the Exchange Act.

ITEM	5.	Interest of Named Experts and Counsel.

The validity of the issuance of the securities registered pursuant 
to this Registration Statement is being passed upon for the 
Company by the Law Offices of Jeffrey D. Marks, Esq., P.C., 415 
Clifton Avenue, Clifton, New Jersey, 07015.

ITEM 6.	Indemnification of Directors and Officers.

The Company's Certificate of Incorporation limits directors' 
liability for monetary damages for breaches of their duties of 
care owed the Company to the fullest extent permitted by New York 
law.

ITEM 7.	Exemption from Registration Claimed.

Does not apply.
                                       -2-
ITEM 8.	Exhibits.

5.1		Opinion of the Law Offices of Jeffrey D. Marks, Esq., 
                P.C., regarding the legality of the securities being 
                offered hereby.

24.1		Consent of Arthur Andersen, L.L.P.

24.2		Consent of the Law Offices of Jeffrey D. Marks, Esq., 
                P.C. (contained in Exhibit 5.1)

ITEM 9. 	Undertakings.

The undersigned hereby undertakes:

	(1)(a)	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, 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)(a)(i) and (1)(a)(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 the Securities Exchange Act of 1934 that are incorporated 
by reference in the Registration Statement.

	(b)	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 offered therein, and the offering of 
such securities at that time shall be deemed to be the initial 
benefit offering thereof.

	(2)	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 Plan.
                                    -3-
(3)	The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act 
pursuant to Section 13(a) or Section 15(d) of the Securities 
Exchange Act of 1934 (and, where applicable, each filing of an 
employee benefit plan's annual report pursuant to Section 15(d) of 
the Securities Exchange Act of 1934) that is incorporated by 
reference in 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 benefit offering thereof.

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

	(5)	Insofar as indemnification for liabilities arising 
under the Securities Act of 1933 may be permitted to directors, 
officers and controlling persons of the registrant pursuant to the 
foregoing provisions, or otherwise, the registrant has been 
advised that in the opinion of the Securities and Exchange 
Commission such indemnification is against public policy as 
expressed in the act and is, therefore, unenforceable.  In the 
event that a claim for indemnification against such liabilities 
(other than the payment by the registrant of expenses incurred or 
paid by a director, officer or controlling person of the 
registrant in the successful defense of any action, suit or 
proceeding) is asserted by such director, officer or controlling 
person in connection with the securities being registered, the 
registrant will, unless in the opinion of its counsel the matter 
has been settled by controlling precedent, submit to a court of 
appropriate jurisdiction the question whether such indemnification 
by it is against public policy as expressed in the Act and will be 
governed by the final adjudication of such issue.

                                 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 the requirements for filing a 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 
Clifton, State of New Jersey, on the 6th day of February, 1998.
                                      -4-
COMPUTER TRANSCEIVER SYSTEMS, INC.

                                BY:s/Thomas J. Tully
                                THOMAS J. TULLY, PRESIDENT

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

Signature                Title                       Date

________________      Chairman of the Board     _________________
James Q. Maloy        and Director

s/Ronald C. Byer      Secretary, Treasurer       February 6, 1998
Ronald C. Byer  			

s/Thomas J. Tully     President and              February 6, 1998
Thomas J. Tully       Director

s/Allen g. Jacobson   Director                   February 6, 1998
Allen G. Jacobson
                                      -5-
SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                            ________________________
              

                                    EXHIBITS

                                       TO

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

                             _______________________

                        COMPUTER TRANSCEIVER SYSTEMS, INC.

                                        -6-
EXHIBIT INDEX

Exhibit                                                 Sequentially
Number                                                  Numbered Page

5.1		Opinion of the Law Offices of Jeffrey
		D. Marks, Esq., P.C., regarding the
		legality of the securities being
                offered hereby.                               9

24.1		Consent of Arthur Andersen, L.L.P.           12

24.2		Consent of the Law Offices of Jeffrey
		D. Marks, Esq., P.C., (contained in
		Exhibit 5.1)

                                  -7-