As filed with the Securities and Exchange Commission on February 2, 2001
                           Registration No. 333-_______
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                            ELCOM INTERNATIONAL, INC.
             (Exact Name of Registrant as Specified in its Charter)

          Delaware                                   04-3175156
(State or Other Jurisdiction of          (I.R.S. Employer Identification No.)
Incorporation or Organization)

                            Elcom International, Inc.
                                  10 Oceana Way
                          Norwood, Massachusetts 02062
          (Address of Principal Executive Offices, including Zip Code)


             THE 2000 STOCK OPTION PLAN OF ELCOM INTERNATIONAL, INC.
                            (Full Title of the Plan)


Robert J. Crowell                            With a copy to:
                                             ---------------
Chairman of the Board of Directors           Douglas A. Neary, Esq.
and Chief Executive Officer                  Calfee, Halter & Griswold LLP
Elcom International, Inc.                    1400 McDonald Investment Center
10 Oceana Way                                800 Superior Avenue
Norwood, Massachusetts 02062                 Cleveland, Ohio 44114
(781) 440-3333                               (216) 622-8200


(Name, Address and Telephone Number, including Area Code, of Agent for Service)


               CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
                                      Proposed        Proposed
                                       maximum        maximum
                         Amount       offering        aggregate     Amount of
Title of securities       to be         Price         offering     registration
to be registered        registered   per share (1)    Price (1)        fee
--------------------   ------------  -------------  ------------  --------------

Common Stock,
par value $.01 per
share                  2,750,000 (2)    $ 4.2813    $ 11,773,575     $ 2,944
--------------------   ------------  -------------  ------------  --------------

(1)  Estimated  in  accordance  with  Rule  457(c)  solely  for the  purpose  of
     calculating the registration fee and based upon the average of the high and
     low sales price of the Common Stock of Elcom  International,  Inc. reported
     on the Nasdaq National Market on February 1, 2001.

(2) The 2,750,000 shares of Common Stock being registered are issuable  pursuant
    to The 2000 Stock Option Plan of Elcom International, Inc.


<PAGE>

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference.

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

         1.        The Company's Annual Report on Form 10-K for the year ended
                   December 31, 1999;

         2.       The Company's Quarterly Reports on Form 10-Q for the quarterly
                  periods ended March 31, 2000,  June 30, 2000 and September 30,
                  2000;

         3.       The Company's Current Report on Form 8-K, filed on January 26,
                  2001; and

         4.       The description of the Common Stock contained in the Company's
                  Registration Statement on Form 8-A (Reg. No. 00-27376);

other than the portions of such  documents  that, by statute,  by designation in
such  document or otherwise,  are not deemed to be filed with the  Commission or
are not required to be incorporated herein by reference.

         All documents  subsequently  filed by the Company  pursuant to Sections
13(a),  13(c), 14 or 15(d) of the Securities Exchange Act of 1934 (the "Exchange
Act") 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 deregisters 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,  other than the  portions of
such documents  which by statute,  by designation in such document or otherwise,
are not  deemed  to be  filed  with the  Commission  or are not  required  to be
incorporated herein by reference.

         Any  statement  contained  in a document  incorporated  or deemed to be
incorporated by reference in this  Registration  Statement shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a  statement  contained  in this  Registration  Statement  or in any  other
subsequently  filed  document  that also is or is deemed to be  incorporated  by
reference in this Registration  Statement 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.

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 (the "DGCL") sets
forth the conditions and limitations  governing the indemnification of officers,
directors and other persons. Section 145

                                     II-1

<PAGE>

provides that a corporation shall have the power to indemnify any person who was
or is a party or is threatened to be made a party to any threatened,  pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative  (other than an action by or in the right of the  corporation)  by
reason of the fact that he or she is or was a  director,  officer,  employee  or
agent of the corporation,  or was serving at the request of the corporation in a
similar  capacity with another  corporation  or other entity,  against  expenses
(including  attorneys'  fees),  judgments,  fines and amounts paid in settlement
incurred  in  connection  therewith  if he or she  acted in good  faith and in a
manner  that he or she  reasonably  believed to be in or not opposed to the best
interests of the  corporation.  With respect to a suit by or in the right of the
corporation,  indemnity may be provided to the  foregoing  persons under Section
145 on a basis similar to that set forth above,  except that no indemnity may be
provided  in respect of any claim,  issue or matter as to which such  person has
been adjudged to be liable to the corporation  unless and to the extent that the
Delaware Court of Chancery or the court in which such action, suit or proceeding
was brought  determines that despite the adjudication of liability,  but in view
of all the  circumstances  of the case, such person is entitled to indemnity for
such  expenses as the court deems  proper.  Moreover,  Section 145  provides for
mandatory  indemnification  of a  Director,  officer,  employee  or agent of the
corporation to the extent that such person has been successful in defense of any
such action,  suit or proceeding  and provides  that a  corporation  may pay the
expenses of an officer or director in  defending an action,  suit or  proceeding
upon  receipt  of an  undertaking  to repay  such  amounts  if it is  ultimately
determined  that such  person is not  entitled  to be  indemnified.  Section 145
establishes  provisions  for  determining  that a given  person is  entitled  to
indemnification,  and also  provides  that the  indemnification  provided  by or
granted  under  Section  145 is not  exclusive  of any  rights to  indemnity  or
advancement  of expenses to which such person may be entitled  under any by-law,
agreement, vote of stockholders or disinterested Directors or otherwise.

         Article  SEVENTH of the  Company's  Certificate  of  Incorporation,  as
amended (the  "Certificate"),  provides  that the directors of the Company shall
incur no personal  liability  to the Company or its  stockholders  for  monetary
damages  for the breach of  fiduciary  duty as a director;  provided,  that such
director  liability shall not be limited or eliminated (i) for any breach of the
director's duty of loyalty to the Company or its stockholders, (ii) for any acts
or  omissions by the  director  not in good faith or which  involve  intentional
misconduct or a knowing  violation of law,  (iii) under Section 174 of the DGCL,
or (iv) for any transaction from which the director derived an improper personal
benefit.

         Article EIGHTH of the Company's  Certificate  provides in part that the
Company  shall  indemnify  any  director  or officer who was or is a party or is
threatened to be made a party to, or is involved in, any threatened,  pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative,  by  reason of the fact  that he or she is or was a  director  or
officer of the Company, or is or was serving at the request of the Company, as a
director,  officer,  partner,  trustee,  employee  or  agent  of  certain  other
entities,  against all expense,  liability and loss (including  attorneys' fees,
judgments,  fines,  excise taxes or penalties  and amounts paid or to be paid in
settlement)  actually  or  reasonably  incurred  or  suffered  by such person in
connection with such action, suit or proceeding.

         The Company also has entered into indemnity  agreements (the "Indemnity
Agreements")  with  its  directors  and  executive   officers  that  expand  the
protection  provided to the Company's  directors and officers and are based upon
sections  of the DGCL and  Article  EIGHTH  of the  Company's  Certificate  that
recognize the validity of additional indemnity rights granted by agreement.  The
substantive  content  of the  Indemnity  Agreements  and  Article  EIGHTH of the
Certificate  is  substantially  the same except that,  pursuant to the Indemnity
Agreements,  indemnity  is  expressly  provided for  settlements  in  derivative
actions and partial  indemnification is permitted in the event that the director
or executive officer is not entitled to full indemnification.

         Both the DGCL and Article EIGHTH of the Company's  Certificate  provide
that the Company may maintain  insurance to cover  losses  incurred  pursuant to
liability of directors and officers of the

                                     II-2
<PAGE>

Company.  The Company  maintains  insurance  policies insuring its directors and
officers  against  certain  losses  incurred by them as a result of claims based
upon  their  actions  or  statements  (including  omissions  to act  or to  make
statements)  as  directors  and  officers.  The  aggregate  amount  payable  for
individual  directors  and officers  under such  policies  during the three year
policy term is limited to $15 million. After certain deductibles, the Company is
entitled to reimbursement of up to $15 million under such policies in connection
with its indemnification of directors and officers.

         The  Company  also  maintains  an  insurance   policy   insuring  those
individuals who are fiduciaries,  as defined by the Employee  Retirement  Income
Security Act of 1974,  under certain  employee  benefit plans of the Company and
its  subsidiaries  against certain losses incurred by them as a result of claims
based on their  responsibilities,  obligations  and duties under such Act.  This
fiduciary  policy is subject to certain  deductibles and has an annual aggregate
limit of $3 million.

Item 7. Exemption From Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         See the Exhibit Index at Page E-1 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.
Notwithstanding the foregoing,  any increase or decrease in volume of securities
offered (if the total dollar value of  securities  offered would not exceed that
which  was  registered)  and any  deviation  from  the  low or  high  end of the
estimated  maximum  offering  range may be reflected  in the form of  prospectus
filed with the  Commission  pursuant  to Rule 424(b) if, in the  aggregate,  the
changes in volume  and price  represent  no more than 20  percent  change in the
maximum  aggregate  offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement.

         (iii) To include any material  information  with respect to the plan of
distribution  not  previously  disclosed  in the  registration  statement or any
material change to such information in the registration statement;

provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included

                                 II-3

<PAGE>

in a  post-effective  amendment  by those  paragraphs  is  contained in periodic
reports filed with or furnished to the Commission by the registrant  pursuant to
Section 13 or 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.

         The  undersigned  registrant  hereby  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 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.

                                    II-4

<PAGE>


                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Norwood,  State of Massachusetts,  on the 2nd day of
February, 2001


                                    ELCOM INTERNATIONAL, INC.

                                    By:/s/ Robert J. Crowell
                                    Robert J. Crowell
                                    Chairman of the Board of Directors
                                    and Chief Executive Officer
                                    (Principal Executive Officer)


         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities indicated on February 2, 2001.


    Signature                      Title


/s/ Robert J. Crowell              Chairman of the Board of Directors
Robert J. Crowell                  and Chief Executive Officer
                                   (Principal Executive Officer)

/s/ Peter A. Rendall               Chief Financial Officer and Secretary
Peter A. Rendall                   (Principal Financial and Accounting Officer)


/s/ William W. Smith
William W. Smith                    Vice Chairman and a Director


/s/ Richard J. Harries, Jr.
Richard J. Harries, Jr.             Director


/s/ John W. Ortiz
John W. Ortiz                       Director



                                        II-5

<PAGE>


                            ELCOM INTERNATIONAL, INC.
                                  EXHIBIT INDEX


Exhibit                                  Exhibit
Number                                 Description
-------                       ------------------------------

 4.1         Second Restated Certificate of Incorporation of the Registrant. (1)

 4.2         By-Laws of the Registrant, amended as of November 6, 1995. (2)

 4.4         Specimen certificate for the Common Stock, par value $.01, of the
             Registrant. (2)

 4.5         Form  of 8%  Series  A  Convertible  Preferred  Stock  Purchase
             Agreement,  with  attached  list of purchasers and number of shares
             purchased, as of December 10, 1993. (2)

 4.6         Form of Series B Preferred  Stock  Purchase  Agreement for Closings
             held on April 15, June 21 and August 11, 1994,  with  attached list
             of purchasers and number of shares purchased. (2)

 4.7         Form of Series B Preferred  Stock  Purchase  Agreement for Closings
             held on December 30, 1994 and February 6, 1995,  with attached list
             of purchasers and number of shares purchased. (2)

 4.8         Form of Series C Preferred  Stock  Purchase  Agreement for Closings
             held on June 22 and June 30, 1995, with attached list of purchasers
             and number of shares purchased. (2)

 4.9         Securities  Agreement,  dated December 1, 1993, as amended February
             1, 1994, by and among the  Registrant,  Robert J.  Crowell,  and 19
             other listed  purchasers,  as of June 2, 1995 (2) and list of other
             assignees of certain registration rights thereunder. (3)

 4.10        Securities  Agreement,  dated  October 28, 1994,  by and among the
             former  stockholders  of Computer Specialties, Inc. and the
             Registrant. (2)

 4.11        Computerware  Stockholders'  Agreement,  dated February 6, 1995, by
             and  among  the  Registrant,  Robert  J.  Crowell  and  the  former
             shareholders of Computerware Business Trust. (2)

 4.12        Amended and Restated Lantec Stockholders' Agreement, dated April 6,
             1996, by and among the Registrant, Robert J. Crowell and the former
             shareholders  of a group of  related  United  Kingdom  corporations
             known as "Lantec" (4), and  Renouncement  of related Board Observer
             Right effective December 16, 1999. (5)

 4.13        Form of Lantec  Warrant  Agreement,  dated  January 7, 2000,  with
             attached  Second  Amended List of Holders of Warrants to Purchase
             Common Shares of the Registrant. (5)

 4.14        AMA  Securities  Agreement,  dated  February 29, 1996,  by and
             among the  Registrant  and the former stockholders of AMA (UK)
             Limited. (3)

                                        E-1

<PAGE>

 4.15        Amended and Restated  Structured  Equity Line  Flexible  Financing
             Agreement,  dated April 7, 2000, between the registrant and Cripple
             Creek Securities, LLC. (6)

 4.16        Amended and Restated Registration Rights Agreement,  dated April 7,
             2000, between the Registrant and Cripple Creek Securities, LLC. (6)

 4.17        Form of  Warrant  and  Minimum  Commitment  Warrant of the
             Registrant  issuable  to  Cripple  Creek Securities, LLC. (6)

 4.18        Warrant Agreement,  dated as of December 30, 1999, between the
             Company and Wit Capital Corporation.   (6)

 4.19        The 2000 Stock Option Plan of the Registrant. (x)

 5.1         Opinion of Calfee,  Halter & Griswold LLP as to the validity of the
             securities being offered. (x)

 23.1        Consent of KPMG LLP. (x)

 23.2        Consent of Arthur Andersen LLP. (x)

 23.3        Consent of Calfee, Halter & Griswold LLP (included in Exhibit 5.1).


(1)      Previously  filed as an exhibit to  Registrant's  Annual Report on Form
         10-K for the year ended December 31, 1995, and  incorporated  herein by
         reference.

(2)      Previously  filed as an exhibit to Registration  Statement No. 33-98866
         on Form S-1, and incorporated herein by reference.

(3)      Previously  filed as an exhibit to  Registrant's  Annual Report on Form
         10-K for the year ended December 31, 1996, and  incorporated  herein by
         reference.

(4)      Previously filed as an exhibit to Registrant's Quarterly Report on Form
         10-Q for the quarter ended March 31, 1996, and  incorporated  herein by
         reference.

(5)      Previously  filed as an exhibit to  Registrant's  Annual Report on Form
         10-K for the year ended December 31, 1999, and  incorporated  herein by
         reference.

(6)      Previously filed as an exhibit to Registration  Statement No. 333-94743
         on Form S-3 and incorporated herein by reference.

(x)      Filed herewith.

                                        E-2
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "ELCOM INTERNATIONAL 2000 STOCK OPTION PLAN", "secsgml_size_bytes": 23499}]
{"company-data": {"conformed-name": "ELCOM INTERNATIONAL INC", "cik": "0000900096", "assigned-sic": "7371", "irs-number": "043175156", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-54852", "film-number": "1523694"}, "business-address": {"street1": "10 OCEANA WAY", "street2": "SUITE 102", "city": "NORWOOD", "state": "MA", "zip": "02062", "phone": "7814403333"}, "mail-address": {"street1": "10 OCEANA WAY", "city": "NORWOOD", "state": "MA", "zip": "02062"}, "former-company": {"former-conformed-name": "CATALINK DIRECT INC", "date-changed": "19951103"}}
As filed with the Securities and Exchange Commission on February 2, 2001
                           Registration No. 333-_______
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                            ELCOM INTERNATIONAL, INC.
             (Exact Name of Registrant as Specified in its Charter)

          Delaware                                   04-3175156
(State or Other Jurisdiction of          (I.R.S. Employer Identification No.)
Incorporation or Organization)

                            Elcom International, Inc.
                                  10 Oceana Way
                          Norwood, Massachusetts 02062
          (Address of Principal Executive Offices, including Zip Code)

             THE 2000 STOCK OPTION PLAN OF ELCOM INTERNATIONAL, INC.
                            (Full Title of the Plan)

Robert J. Crowell                            With a copy to:
                                             ---------------
Chairman of the Board of Directors           Douglas A. Neary, Esq.
and Chief Executive Officer                  Calfee, Halter & Griswold LLP
Elcom International, Inc.                    1400 McDonald Investment Center
10 Oceana Way                                800 Superior Avenue
Norwood, Massachusetts 02062                 Cleveland, Ohio 44114
(781) 440-3333                               (216) 622-8200

(Name, Address and Telephone Number, including Area Code, of Agent for Service)

               CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
                                      Proposed        Proposed
                                       maximum        maximum
                         Amount       offering        aggregate     Amount of
Title of securities       to be         Price         offering     registration
to be registered        registered   per share (1)    Price (1)        fee
--------------------   ------------  -------------  ------------  --------------

Common Stock,
par value $.01 per
share                  2,750,000 (2)    $ 4.2813    $ 11,773,575     $ 2,944
--------------------   ------------  -------------  ------------  --------------

(1)  Estimated  in  accordance  with  Rule  457(c)  solely  for the  purpose  of
     calculating the registration fee and based upon the average of the high and
     low sales price of the Common Stock of Elcom  International,  Inc. reported
     on the Nasdaq National Market on February 1, 2001.

(2) The 2,750,000 shares of Common Stock being registered are issuable  pursuant
    to The 2000 Stock Option Plan of Elcom International, Inc.
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference.

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

         1.        The Company's Annual Report on Form 10-K for the year ended
                   December 31, 1999;

         2.       The Company's Quarterly Reports on Form 10-Q for the quarterly
                  periods ended March 31, 2000,  June 30, 2000 and September 30,
                  2000;

         3.       The Company's Current Report on Form 8-K, filed on January 26,
                  2001; and

         4.       The description of the Common Stock contained in the Company's
                  Registration Statement on Form 8-A (Reg. No. 00-27376);

other than the portions of such  documents  that, by statute,  by designation in
such  document or otherwise,  are not deemed to be filed with the  Commission or
are not required to be incorporated herein by reference.

         All documents  subsequently  filed by the Company  pursuant to Sections
13(a),  13(c), 14 or 15(d) of the Securities Exchange Act of 1934 (the "Exchange
Act") 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 deregisters 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,  other than the  portions of
such documents  which by statute,  by designation in such document or otherwise,
are not  deemed  to be  filed  with the  Commission  or are not  required  to be
incorporated herein by reference.

         Any  statement  contained  in a document  incorporated  or deemed to be
incorporated by reference in this  Registration  Statement shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a  statement  contained  in this  Registration  Statement  or in any  other
subsequently  filed  document  that also is or is deemed to be  incorporated  by
reference in this Registration  Statement 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.

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 (the "DGCL") sets
forth the conditions and limitations  governing the indemnification of officers,
directors and other persons. Section 145

                                     II-1
provides that a corporation shall have the power to indemnify any person who was
or is a party or is threatened to be made a party to any threatened,  pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative  (other than an action by or in the right of the  corporation)  by
reason of the fact that he or she is or was a  director,  officer,  employee  or
agent of the corporation,  or was serving at the request of the corporation in a
similar  capacity with another  corporation  or other entity,  against  expenses
(including  attorneys'  fees),  judgments,  fines and amounts paid in settlement
incurred  in  connection  therewith  if he or she  acted in good  faith and in a
manner  that he or she  reasonably  believed to be in or not opposed to the best
interests of the  corporation.  With respect to a suit by or in the right of the
corporation,  indemnity may be provided to the  foregoing  persons under Section
145 on a basis similar to that set forth above,  except that no indemnity may be
provided  in respect of any claim,  issue or matter as to which such  person has
been adjudged to be liable to the corporation  unless and to the extent that the
Delaware Court of Chancery or the court in which such action, suit or proceeding
was brought  determines that despite the adjudication of liability,  but in view
of all the  circumstances  of the case, such person is entitled to indemnity for
such  expenses as the court deems  proper.  Moreover,  Section 145  provides for
mandatory  indemnification  of a  Director,  officer,  employee  or agent of the
corporation to the extent that such person has been successful in defense of any
such action,  suit or proceeding  and provides  that a  corporation  may pay the
expenses of an officer or director in  defending an action,  suit or  proceeding
upon  receipt  of an  undertaking  to repay  such  amounts  if it is  ultimately
determined  that such  person is not  entitled  to be  indemnified.  Section 145
establishes  provisions  for  determining  that a given  person is  entitled  to
indemnification,  and also  provides  that the  indemnification  provided  by or
granted  under  Section  145 is not  exclusive  of any  rights to  indemnity  or
advancement  of expenses to which such person may be entitled  under any by-law,
agreement, vote of stockholders or disinterested Directors or otherwise.

         Article  SEVENTH of the  Company's  Certificate  of  Incorporation,  as
amended (the  "Certificate"),  provides  that the directors of the Company shall
incur no personal  liability  to the Company or its  stockholders  for  monetary
damages  for the breach of  fiduciary  duty as a director;  provided,  that such
director  liability shall not be limited or eliminated (i) for any breach of the
director's duty of loyalty to the Company or its stockholders, (ii) for any acts
or  omissions by the  director  not in good faith or which  involve  intentional
misconduct or a knowing  violation of law,  (iii) under Section 174 of the DGCL,
or (iv) for any transaction from which the director derived an improper personal
benefit.

         Article EIGHTH of the Company's  Certificate  provides in part that the
Company  shall  indemnify  any  director  or officer who was or is a party or is
threatened to be made a party to, or is involved in, any threatened,  pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative,  by  reason of the fact  that he or she is or was a  director  or
officer of the Company, or is or was serving at the request of the Company, as a
director,  officer,  partner,  trustee,  employee  or  agent  of  certain  other
entities,  against all expense,  liability and loss (including  attorneys' fees,
judgments,  fines,  excise taxes or penalties  and amounts paid or to be paid in
settlement)  actually  or  reasonably  incurred  or  suffered  by such person in
connection with such action, suit or proceeding.

         The Company also has entered into indemnity  agreements (the "Indemnity
Agreements")  with  its  directors  and  executive   officers  that  expand  the
protection  provided to the Company's  directors and officers and are based upon
sections  of the DGCL and  Article  EIGHTH  of the  Company's  Certificate  that
recognize the validity of additional indemnity rights granted by agreement.  The
substantive  content  of the  Indemnity  Agreements  and  Article  EIGHTH of the
Certificate  is  substantially  the same except that,  pursuant to the Indemnity
Agreements,  indemnity  is  expressly  provided for  settlements  in  derivative
actions and partial  indemnification is permitted in the event that the director
or executive officer is not entitled to full indemnification.

         Both the DGCL and Article EIGHTH of the Company's  Certificate  provide
that the Company may maintain  insurance to cover  losses  incurred  pursuant to
liability of directors and officers of the

                                     II-2
Company.  The Company  maintains  insurance  policies insuring its directors and
officers  against  certain  losses  incurred by them as a result of claims based
upon  their  actions  or  statements  (including  omissions  to act  or to  make
statements)  as  directors  and  officers.  The  aggregate  amount  payable  for
individual  directors  and officers  under such  policies  during the three year
policy term is limited to $15 million. After certain deductibles, the Company is
entitled to reimbursement of up to $15 million under such policies in connection
with its indemnification of directors and officers.

         The  Company  also  maintains  an  insurance   policy   insuring  those
individuals who are fiduciaries,  as defined by the Employee  Retirement  Income
Security Act of 1974,  under certain  employee  benefit plans of the Company and
its  subsidiaries  against certain losses incurred by them as a result of claims
based on their  responsibilities,  obligations  and duties under such Act.  This
fiduciary  policy is subject to certain  deductibles and has an annual aggregate
limit of $3 million.

Item 7. Exemption From Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         See the Exhibit Index at Page E-1 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.
Notwithstanding the foregoing,  any increase or decrease in volume of securities
offered (if the total dollar value of  securities  offered would not exceed that
which  was  registered)  and any  deviation  from  the  low or  high  end of the
estimated  maximum  offering  range may be reflected  in the form of  prospectus
filed with the  Commission  pursuant  to Rule 424(b) if, in the  aggregate,  the
changes in volume  and price  represent  no more than 20  percent  change in the
maximum  aggregate  offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement.

         (iii) To include any material  information  with respect to the plan of
distribution  not  previously  disclosed  in the  registration  statement or any
material change to such information in the registration statement;

provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included

                                 II-3
in a  post-effective  amendment  by those  paragraphs  is  contained in periodic
reports filed with or furnished to the Commission by the registrant  pursuant to
Section 13 or 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.

         The  undersigned  registrant  hereby  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 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.

                                    II-4
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 Norwood,  State of Massachusetts,  on the 2nd day of
February, 2001

                                    ELCOM INTERNATIONAL, INC.

                                    By:/s/ Robert J. Crowell
                                    Robert J. Crowell
                                    Chairman of the Board of Directors
                                    and Chief Executive Officer
                                    (Principal Executive Officer)

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities indicated on February 2, 2001.

    Signature                      Title

/s/ Robert J. Crowell              Chairman of the Board of Directors
Robert J. Crowell                  and Chief Executive Officer
                                   (Principal Executive Officer)

/s/ Peter A. Rendall               Chief Financial Officer and Secretary
Peter A. Rendall                   (Principal Financial and Accounting Officer)

/s/ William W. Smith
William W. Smith                    Vice Chairman and a Director

/s/ Richard J. Harries, Jr.
Richard J. Harries, Jr.             Director

/s/ John W. Ortiz
John W. Ortiz                       Director

                                        II-5
ELCOM INTERNATIONAL, INC.
                                  EXHIBIT INDEX

Exhibit                                  Exhibit
Number                                 Description
-------                       ------------------------------

 4.1         Second Restated Certificate of Incorporation of the Registrant. (1)

 4.2         By-Laws of the Registrant, amended as of November 6, 1995. (2)

 4.4         Specimen certificate for the Common Stock, par value $.01, of the
             Registrant. (2)

 4.5         Form  of 8%  Series  A  Convertible  Preferred  Stock  Purchase
             Agreement,  with  attached  list of purchasers and number of shares
             purchased, as of December 10, 1993. (2)

 4.6         Form of Series B Preferred  Stock  Purchase  Agreement for Closings
             held on April 15, June 21 and August 11, 1994,  with  attached list
             of purchasers and number of shares purchased. (2)

 4.7         Form of Series B Preferred  Stock  Purchase  Agreement for Closings
             held on December 30, 1994 and February 6, 1995,  with attached list
             of purchasers and number of shares purchased. (2)

 4.8         Form of Series C Preferred  Stock  Purchase  Agreement for Closings
             held on June 22 and June 30, 1995, with attached list of purchasers
             and number of shares purchased. (2)

 4.9         Securities  Agreement,  dated December 1, 1993, as amended February
             1, 1994, by and among the  Registrant,  Robert J.  Crowell,  and 19
             other listed  purchasers,  as of June 2, 1995 (2) and list of other
             assignees of certain registration rights thereunder. (3)

 4.10        Securities  Agreement,  dated  October 28, 1994,  by and among the
             former  stockholders  of Computer Specialties, Inc. and the
             Registrant. (2)

 4.11        Computerware  Stockholders'  Agreement,  dated February 6, 1995, by
             and  among  the  Registrant,  Robert  J.  Crowell  and  the  former
             shareholders of Computerware Business Trust. (2)

 4.12        Amended and Restated Lantec Stockholders' Agreement, dated April 6,
             1996, by and among the Registrant, Robert J. Crowell and the former
             shareholders  of a group of  related  United  Kingdom  corporations
             known as "Lantec" (4), and  Renouncement  of related Board Observer
             Right effective December 16, 1999. (5)

 4.13        Form of Lantec  Warrant  Agreement,  dated  January 7, 2000,  with
             attached  Second  Amended List of Holders of Warrants to Purchase
             Common Shares of the Registrant. (5)

 4.14        AMA  Securities  Agreement,  dated  February 29, 1996,  by and
             among the  Registrant  and the former stockholders of AMA (UK)
             Limited. (3)

                                        E-1
4.15        Amended and Restated  Structured  Equity Line  Flexible  Financing
             Agreement,  dated April 7, 2000, between the registrant and Cripple
             Creek Securities, LLC. (6)

 4.16        Amended and Restated Registration Rights Agreement,  dated April 7,
             2000, between the Registrant and Cripple Creek Securities, LLC. (6)

 4.17        Form of  Warrant  and  Minimum  Commitment  Warrant of the
             Registrant  issuable  to  Cripple  Creek Securities, LLC. (6)

 4.18        Warrant Agreement,  dated as of December 30, 1999, between the
             Company and Wit Capital Corporation.   (6)

 4.19        The 2000 Stock Option Plan of the Registrant. (x)

 5.1         Opinion of Calfee,  Halter & Griswold LLP as to the validity of the
             securities being offered. (x)

 23.1        Consent of KPMG LLP. (x)

 23.2        Consent of Arthur Andersen LLP. (x)

 23.3        Consent of Calfee, Halter & Griswold LLP (included in Exhibit 5.1).

(1)      Previously  filed as an exhibit to  Registrant's  Annual Report on Form
         10-K for the year ended December 31, 1995, and  incorporated  herein by
         reference.

(2)      Previously  filed as an exhibit to Registration  Statement No. 33-98866
         on Form S-1, and incorporated herein by reference.

(3)      Previously  filed as an exhibit to  Registrant's  Annual Report on Form
         10-K for the year ended December 31, 1996, and  incorporated  herein by
         reference.

(4)      Previously filed as an exhibit to Registrant's Quarterly Report on Form
         10-Q for the quarter ended March 31, 1996, and  incorporated  herein by
         reference.

(5)      Previously  filed as an exhibit to  Registrant's  Annual Report on Form
         10-K for the year ended December 31, 1999, and  incorporated  herein by
         reference.

(6)      Previously filed as an exhibit to Registration  Statement No. 333-94743
         on Form S-3 and incorporated herein by reference.

(x)      Filed herewith.

                                        E-2