As filed with the Securities and Exchange
                               Commission on July 25, 1995

                                                 Registration No. 33-         

                           SECURITIES AND EXCHANGE COMMISSION
                                 Washington, D.C. 20549

                                        FORM S-8

                                 REGISTRATION STATEMENT
                                          Under
                               THE SECURITIES ACT OF 1933

                            COLONIAL DATA TECHNOLOGIES CORP.
                 (Exact name of registrant as specified in its charter)

                 DELAWARE                                       04-2763229    
          (State or other jurisdiction of                  (I.R.S. Employer   
          incorporation or organization)                Identification Number)

                                                       
                                  _____________________

               80 Pickett District Road
               New Milford, Connecticut                               06776   
               (Address of Principal Executive Offices)             (Zip Code)

             Colonial Data Technologies Corp. 1994 Long-Term Incentive Plan
                                (Full title of the plan)

                                                       
                                  _____________________

                                  Walter M. Fiederowicz
                            Colonial Data Technologies Corp.
                                80 Pickett District Road
                                 New Milford, CT  06776
                                     (203) 355-3178
                         (Name and address of agent for service)

                                     (203) 355-3178
              (Telephone number, including area code, of agent for service)

                             Calculation of Registration Fee

                                       Proposed      Proposed
                                       maximum       maximum
      Title of each class  Amount      offering      aggregate    Amount of
      of securities to be  to be       price per     offering     registration
      registered           registered  unit<F1>      price<F1>    fee
      Common Stock, par     500,000    $24.3125     $12,156,250    $ 4,191.81
      value $.01            shares                         
     ____________________

     <F1>  Determined on the basis of the average of the reported high and low
     sale prices on July 19, 1995 in accordance with Rule 457(c) under the
     Securities Act of 1933 solely for the purpose of calculating the
     registration fee pursuant to Rule 457(h).



                                         PART II

                   INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

          Item 3.  Incorporation of Documents by Reference.

                    The following documents, which have heretofore been filed
          by the Company with the Commission pursuant to the Securities
          Exchange Act of 1934, as amended (the "Exchange Act"), are hereby
          incorporated by reference in this Registration Statement:

                    1.   The Company's Annual Report on Form 10-K for the year
          ended December 31, 1994.

                    2.   The Company's Quarterly Report on Form 10-Q for the
          quarter ended March 31, 1995.

                    3.   The description of the Company's Common Stock
          contained in the Company's Registration Statement on Form 8-B,
          Registration No. 1-11057, filed with the Securities and Exchange
          Commission, pursuant to the Exchange Act of 1934. 

                    All documents filed by the Company with the Commission
          pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act,
          prior to the filing of a post-effective amendment that indicates
          that all securities offered hereby have been sold or that
          deregisters all securities then remaining unsold, shall be deemed to
          be incorporated by reference in this Registration Statement and to
          be a part hereof from the date of filing of such documents.  Any
          statement contained in a document incorporated or deemed to be
          incorporated by reference herein shall be deemed to be modified or
          superseded for purposes of this Registration Statement to the extent
          that a statement contained herein or in any other subsequently filed
          document which also is deemed to be incorporated by reference herein
          modifies or supersedes such statement.  Any such statement so
          modified or superseded shall not be deemed, except as so modified or
          superseded, to constitute a part of this Registration Statement.

                    The Company hereby undertakes to provide without charge to
          each participant in the Colonial Data Technologies Corp. 1994 Long-
          Term Incentive Plan (the "Plan"), on the written or oral request of
          any such person, a copy of any or all of the documents referred to
          above which have been or may be incorporated in this Registration
          Statement by reference, other than exhibits to such documents
          (unless such exhibits are specifically incorporated by reference in
          such documents) and other documents required to be delivered to
          employee pursuant to Rule 428(b) promulgated under the Securities
          Act of 1933, as amended.  The above documents that have been or may
          be incorporated by reference in the Registration Statement are
          incorporated by reference into the Section 10(a) of the Securities
          Act of 1933, as amended, prospectus.  Requests for such copies
          should be directed to Secretary, Colonial Data Technologies Corp.,
          80 Pickett District Road, New Milford, CT  06776, telephone number:
          (203) 355-3178.

          Item 4.  Description of Securities.

                    Not applicable.

          Item 5.  Interests of Named Experts and Counsel.

                    Not applicable.

          Item 6.  Indemnification of Directors and Officers.

                    Section 145 of the Delaware General Corporation Law
          ("DGCL") authorizes, inter alia, a corporation generally to
          indemnify any person ("indemnitee") who was or is a party or is
          threatened to be made a party to any threatened, pending or
          completed action, suit or proceeding (other than an action by or in
          the right of the corporation) by reason of the fact that such person
          is or was a director, officer, employee or agent of the corporation,
          or is or was service at the request of the corporation, in a similar
          position with another corporation or entity, against expenses
          (including attorneys' fees), judgments, fines and amounts paid in
          settlement actually and reasonably incurred by him in connection
          with such action, suit or proceeding if he acted in good faith and
          in a manner he reasonably believed to be in or not opposed to the
          best interests of the corporation and, with respect to any criminal
          action or proceeding, had no reasonable cause to believe his conduct
          was unlawful.  With respect to actions or suits by or in the right
          of the corporation; however, an indemnitee who acted in good faith
          and in a manner he reasonably believed to be in or not opposed to
          the best interests of the corporation is generally limited to
          attorney's fees and other expenses, and no indemnification shall be
          made if such person is adjudged liable to the corporation unless and
          only to the extent that a court of competent jurisdiction determines
          that indemnification is appropriate.  Section 145 further proves
          that any indemnification shall be made by the corporation only as
          authorized in each specific case upon a determination by the (i)
          stockholders, (ii) board of directors by a majority voted of a
          quorum consisting of director who were not parties to such action,
          suit or proceeding or (iii) independent counsel if a quorum of
          disinterested directors so directs, that indemnification of the
          indemnitee is proper because he has met the applicable standard of
          conduct.  Section 145 provides that indemnification pursuant to its
          provisions is not exclusive of other rights of indemnification to
          which a person may be entitled under any by-law, agreement, vote of
          stockholders or disinterested directors or otherwise.

                    Article XI of the Company's By-Laws provides, in
          substance, that directors officers, employees and agents shall be
          indemnified to the fullest extent permitted by Section 145 of the
          DGCL.

                    Article Tenth of the Company's Certificate of
          Incorporation provides that the Company shall indemnify any and all
          persons permitted to be indemnified by Section 145 of DGCL to the
          fullest extent permitted by the DGCL.

          Item 7.  Exemption from Registration Claimed.

                    Not applicable.

          Item 8.  Exhibits.

          *      Designates Exhibits filed herewith.

            4.1  Specimen Certificate for shares of Common Stock of the
                 Registrant (Incorporated by reference to Exhibit 4.1 to the
                 Registrant's Registration Statement as Form S-2, File No. 33-
                 60033).

            4.2  Form of Representative's Warrants, as amended (Incorporated
                 by reference to Exhibit 4.3 to Registrant's Registration
                 Statement on Form S-4, File No. 33-30242).

            4.3  Form of Agreement Amending Representative's Warrants dated as
                 of May 30, 1989 entered into between Registrant and the
                 warrant holders (Incorporated by reference to Exhibit 2.10 to
                 the Registrant's Registration Statement on Form S-4, File No.
                 33-30242).

            4.4  Registrant's 1994 Long Term Incentive Plan (Incorporated by
                 reference to Exhibit 5 to Registrant's Report on Form 10-Q
                 for the quarter ended June 30, 1994, File No. 0-15562).

            4.5  Form of Incentive Stock Option Agreement (Incorporated by
                 reference to Exhibit 6 to Registrant's Report on Form 10-Q
                 for the quarter ended June 30, 1994, File No. 0-15562).

           *5.   Opinion of LeBoeuf, Lamb, Greene & MacRae, L.L.P.

          *23.1  Consent of Deloitte & Touche LLP.

          *23.2  Consent of LeBoeuf, Lamb, Greene & MacRae, L.L.P. (included
                 in Exhibit 5 filed herewith).

          *24.   Power of Attorney (included on signature page of this
                 Registration Statement).



          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 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)(i) and (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 15(d) of the Securities
          Exchange Act of 1934 that are incorporated by reference in the
          registration statement.

                    (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 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.

                    (4)  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 (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 bona fide offering thereof.

                    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 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 Town of
          New Milford, State of Connecticut on July 25, 1995.

                                        COLONIAL DATA TECHNOLOGIES CORP.



                                        By:  /s/ Robert J. Schock              
                                                         
                                             Robert J. Schock
                                             President and Chief Executive
                                             Officer


                                    POWER OF ATTORNEY

                    Know All Men By These Presents, that each person whose
          signature appears above or below hereby appoints John N. Giamalis,
          his true and lawful attorney-in-fact and agent, with full power of
          substitution and resubstitution, for him in his name, place and
          stead, in any and all capacities to sign and file any and all
          amendments to this registration statement under the Securities Act
          of 1933, and all exhibits and other documents in connection
          therewith, with the Securities and Exchange Commission, granting
          unto said attorney-in-fact and agent full power and authority to do
          and perform each and every act and thing requisite and necessary to
          be done in and about the premises, as fully to all intents and
          purposes as he might or could do in person, hereby ratifying and
          confirming all that said attorney-in-fact and agent, or his
          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             Capacity in which signed         Date

    /s/ Robert J. Schock             President and Chief        July 25, 1995
                                     Executive Officer
    Robert J. Schock                 (Principal Executive
                                     Officer), Director

    /s/ John N. Giamalis             Vice President and Chief   July 25, 1995
                                     Financial Officer
    John N. Giamalis                 (Principal Accounting and
                                     Financial Officer)

    /s/ Walter M. Fiederowicz        Chairman of the Board of   July 25, 1995
                                     Directors, Director
    Walter M. Fiederowicz

                                     Director
    Constantine Macricostas



    /s/ Frederick P. Masotta, Jr.    Director                   July 25, 1995
         
    Frederick P. Masotta, Jr.
       

                                    EXHIBIT INDEX

                                                                 Sequential 
       Exhibit No.    Description                                  Page No.  

            5.        Opinion of LeBoeuf, Lamb, Greene &
                      MacRae, L.L.P.

          23.1        Consent of Deloitte & Touche LLP
          23.2        Consent of LeBoeuf, Lamb, Greene &
                      MacRae, L.L.P. (included in Exhibit 5
                      filed herewith)

           24.        Power of Attorney (included on
                      signature page of this Registration
                      Statement)
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 19259}]
{"company-data": {"conformed-name": "COLONIAL DATA TECHNOLOGIES CORP", "cik": "0000811243", "assigned-sic": "3661", "irs-number": "042763229", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-61283", "film-number": "95555727"}, "business-address": {"street1": "80 PICKETT DISTRICT RD", "city": "NEW MILFORD", "state": "CT", "zip": "06776", "phone": "2033553178"}, "mail-address": {"street1": "80 PICKETT DISTRICT ROAD", "city": "NW MILFORD", "state": "CT", "zip": "06776"}, "former-company": {"former-conformed-name": "RISE TECHNOLOGY INC", "date-changed": "19890831"}}
As filed with the Securities and Exchange
                               Commission on July 25, 1995

                                                 Registration No. 33-         

                           SECURITIES AND EXCHANGE COMMISSION
                                 Washington, D.C. 20549

                                        FORM S-8

                                 REGISTRATION STATEMENT
                                          Under
                               THE SECURITIES ACT OF 1933

                            COLONIAL DATA TECHNOLOGIES CORP.
                 (Exact name of registrant as specified in its charter)

                 DELAWARE                                       04-2763229    
          (State or other jurisdiction of                  (I.R.S. Employer   
          incorporation or organization)                Identification Number)

                                                       
                                  _____________________

               80 Pickett District Road
               New Milford, Connecticut                               06776   
               (Address of Principal Executive Offices)             (Zip Code)

             Colonial Data Technologies Corp. 1994 Long-Term Incentive Plan
                                (Full title of the plan)

                                                       
                                  _____________________

                                  Walter M. Fiederowicz
                            Colonial Data Technologies Corp.
                                80 Pickett District Road
                                 New Milford, CT  06776
                                     (203) 355-3178
                         (Name and address of agent for service)

                                     (203) 355-3178
              (Telephone number, including area code, of agent for service)

                             Calculation of Registration Fee

                                       Proposed      Proposed
                                       maximum       maximum
      Title of each class  Amount      offering      aggregate    Amount of
      of securities to be  to be       price per     offering     registration
      registered           registered  unit
price
fee
      Common Stock, par     500,000    $24.3125     $12,156,250    $ 4,191.81
      value $.01            shares                         
     ____________________
Determined on the basis of the average of the reported high and low
     sale prices on July 19, 1995 in accordance with Rule 457(c) under the
     Securities Act of 1933 solely for the purpose of calculating the
     registration fee pursuant to Rule 457(h).

                                         PART II

                   INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

          Item 3.  Incorporation of Documents by Reference.

                    The following documents, which have heretofore been filed
          by the Company with the Commission pursuant to the Securities
          Exchange Act of 1934, as amended (the "Exchange Act"), are hereby
          incorporated by reference in this Registration Statement:

                    1.   The Company's Annual Report on Form 10-K for the year
          ended December 31, 1994.

                    2.   The Company's Quarterly Report on Form 10-Q for the
          quarter ended March 31, 1995.

                    3.   The description of the Company's Common Stock
          contained in the Company's Registration Statement on Form 8-B,
          Registration No. 1-11057, filed with the Securities and Exchange
          Commission, pursuant to the Exchange Act of 1934. 

                    All documents filed by the Company with the Commission
          pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act,
          prior to the filing of a post-effective amendment that indicates
          that all securities offered hereby have been sold or that
          deregisters all securities then remaining unsold, shall be deemed to
          be incorporated by reference in this Registration Statement and to
          be a part hereof from the date of filing of such documents.  Any
          statement contained in a document incorporated or deemed to be
          incorporated by reference herein shall be deemed to be modified or
          superseded for purposes of this Registration Statement to the extent
          that a statement contained herein or in any other subsequently filed
          document which also is deemed to be incorporated by reference herein
          modifies or supersedes such statement.  Any such statement so
          modified or superseded shall not be deemed, except as so modified or
          superseded, to constitute a part of this Registration Statement.

                    The Company hereby undertakes to provide without charge to
          each participant in the Colonial Data Technologies Corp. 1994 Long-
          Term Incentive Plan (the "Plan"), on the written or oral request of
          any such person, a copy of any or all of the documents referred to
          above which have been or may be incorporated in this Registration
          Statement by reference, other than exhibits to such documents
          (unless such exhibits are specifically incorporated by reference in
          such documents) and other documents required to be delivered to
          employee pursuant to Rule 428(b) promulgated under the Securities
          Act of 1933, as amended.  The above documents that have been or may
          be incorporated by reference in the Registration Statement are
          incorporated by reference into the Section 10(a) of the Securities
          Act of 1933, as amended, prospectus.  Requests for such copies
          should be directed to Secretary, Colonial Data Technologies Corp.,
          80 Pickett District Road, New Milford, CT  06776, telephone number:
          (203) 355-3178.

          Item 4.  Description of Securities.

                    Not applicable.

          Item 5.  Interests of Named Experts and Counsel.

                    Not applicable.

          Item 6.  Indemnification of Directors and Officers.

                    Section 145 of the Delaware General Corporation Law
          ("DGCL") authorizes, inter alia, a corporation generally to
          indemnify any person ("indemnitee") who was or is a party or is
          threatened to be made a party to any threatened, pending or
          completed action, suit or proceeding (other than an action by or in
          the right of the corporation) by reason of the fact that such person
          is or was a director, officer, employee or agent of the corporation,
          or is or was service at the request of the corporation, in a similar
          position with another corporation or entity, against expenses
          (including attorneys' fees), judgments, fines and amounts paid in
          settlement actually and reasonably incurred by him in connection
          with such action, suit or proceeding if he acted in good faith and
          in a manner he reasonably believed to be in or not opposed to the
          best interests of the corporation and, with respect to any criminal
          action or proceeding, had no reasonable cause to believe his conduct
          was unlawful.  With respect to actions or suits by or in the right
          of the corporation; however, an indemnitee who acted in good faith
          and in a manner he reasonably believed to be in or not opposed to
          the best interests of the corporation is generally limited to
          attorney's fees and other expenses, and no indemnification shall be
          made if such person is adjudged liable to the corporation unless and
          only to the extent that a court of competent jurisdiction determines
          that indemnification is appropriate.  Section 145 further proves
          that any indemnification shall be made by the corporation only as
          authorized in each specific case upon a determination by the (i)
          stockholders, (ii) board of directors by a majority voted of a
          quorum consisting of director who were not parties to such action,
          suit or proceeding or (iii) independent counsel if a quorum of
          disinterested directors so directs, that indemnification of the
          indemnitee is proper because he has met the applicable standard of
          conduct.  Section 145 provides that indemnification pursuant to its
          provisions is not exclusive of other rights of indemnification to
          which a person may be entitled under any by-law, agreement, vote of
          stockholders or disinterested directors or otherwise.

                    Article XI of the Company's By-Laws provides, in
          substance, that directors officers, employees and agents shall be
          indemnified to the fullest extent permitted by Section 145 of the
          DGCL.

                    Article Tenth of the Company's Certificate of
          Incorporation provides that the Company shall indemnify any and all
          persons permitted to be indemnified by Section 145 of DGCL to the
          fullest extent permitted by the DGCL.

          Item 7.  Exemption from Registration Claimed.

                    Not applicable.

          Item 8.  Exhibits.

          *      Designates Exhibits filed herewith.

            4.1  Specimen Certificate for shares of Common Stock of the
                 Registrant (Incorporated by reference to Exhibit 4.1 to the
                 Registrant's Registration Statement as Form S-2, File No. 33-
                 60033).

            4.2  Form of Representative's Warrants, as amended (Incorporated
                 by reference to Exhibit 4.3 to Registrant's Registration
                 Statement on Form S-4, File No. 33-30242).

            4.3  Form of Agreement Amending Representative's Warrants dated as
                 of May 30, 1989 entered into between Registrant and the
                 warrant holders (Incorporated by reference to Exhibit 2.10 to
                 the Registrant's Registration Statement on Form S-4, File No.
                 33-30242).

            4.4  Registrant's 1994 Long Term Incentive Plan (Incorporated by
                 reference to Exhibit 5 to Registrant's Report on Form 10-Q
                 for the quarter ended June 30, 1994, File No. 0-15562).

            4.5  Form of Incentive Stock Option Agreement (Incorporated by
                 reference to Exhibit 6 to Registrant's Report on Form 10-Q
                 for the quarter ended June 30, 1994, File No. 0-15562).

           *5.   Opinion of LeBoeuf, Lamb, Greene & MacRae, L.L.P.

          *23.1  Consent of Deloitte & Touche LLP.

          *23.2  Consent of LeBoeuf, Lamb, Greene & MacRae, L.L.P. (included
                 in Exhibit 5 filed herewith).

          *24.   Power of Attorney (included on signature page of this
                 Registration Statement).

          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 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)(i) and (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 15(d) of the Securities
          Exchange Act of 1934 that are incorporated by reference in the
          registration statement.

                    (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 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.

                    (4)  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 (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 bona fide offering thereof.

                    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 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 Town of
          New Milford, State of Connecticut on July 25, 1995.

                                        COLONIAL DATA TECHNOLOGIES CORP.

                                        By:  /s/ Robert J. Schock              
                                                         
                                             Robert J. Schock
                                             President and Chief Executive
                                             Officer

                                    POWER OF ATTORNEY

                    Know All Men By These Presents, that each person whose
          signature appears above or below hereby appoints John N. Giamalis,
          his true and lawful attorney-in-fact and agent, with full power of
          substitution and resubstitution, for him in his name, place and
          stead, in any and all capacities to sign and file any and all
          amendments to this registration statement under the Securities Act
          of 1933, and all exhibits and other documents in connection
          therewith, with the Securities and Exchange Commission, granting
          unto said attorney-in-fact and agent full power and authority to do
          and perform each and every act and thing requisite and necessary to
          be done in and about the premises, as fully to all intents and
          purposes as he might or could do in person, hereby ratifying and
          confirming all that said attorney-in-fact and agent, or his
          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             Capacity in which signed         Date

    /s/ Robert J. Schock             President and Chief        July 25, 1995
                                     Executive Officer
    Robert J. Schock                 (Principal Executive
                                     Officer), Director

    /s/ John N. Giamalis             Vice President and Chief   July 25, 1995
                                     Financial Officer
    John N. Giamalis                 (Principal Accounting and
                                     Financial Officer)

    /s/ Walter M. Fiederowicz        Chairman of the Board of   July 25, 1995
                                     Directors, Director
    Walter M. Fiederowicz

                                     Director
    Constantine Macricostas

    /s/ Frederick P. Masotta, Jr.    Director                   July 25, 1995
         
    Frederick P. Masotta, Jr.
       

                                    EXHIBIT INDEX

                                                                 Sequential 
       Exhibit No.    Description                                  Page No.  

            5.        Opinion of LeBoeuf, Lamb, Greene &
                      MacRae, L.L.P.

          23.1        Consent of Deloitte & Touche LLP
          23.2        Consent of LeBoeuf, Lamb, Greene &
                      MacRae, L.L.P. (included in Exhibit 5
                      filed herewith)

           24.        Power of Attorney (included on
                      signature page of this Registration
                      Statement)