As filed with the Securities and Exchange Commission on June 29, 1999
                                                    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 1997 STOCK OPTION PLAN OF ELCOM INTERNATIONAL, INC.
                            (Full Title of the Plan)
                                  -------------

Laurence F. Mulhern                              With a copy to:
Corporate Executive Vice President, Chief        Douglas A. Neary, Esq.
Financial Officer, Treasurer and Secretary       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            2,000,000 (2)   $4.0625     $8,125,000     $2,258.75
------------------------- ------------ -------------- ------------ -------------

(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 June 22, 1999.

(2)  The 2,000,000 shares of Common Stock being registered are issuable pursuant
     to The 1997 Stock Option Plan of Elcom International, Inc.

<PAGE>

     This  Registration  Statement is being filed by Elcom  International,  Inc.
(the "Company") for the purpose of registering additional securities of the same
class as other  securities  for which a  registration  statement of Form S-8 has
already been filed. Accordingly,  pursuant to General Instruction E to Form S-8,
the contents of the  Company's  Registration  Statement on Form S-8  (Commission
File No. 333-34193) registering 1,000,000 shares of Common Stock, par value $.01
per share,  of the Company for issuance  under The 1997 Stock Option Plan of the
Company, as amended, are hereby incorporated by reference.

                                     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,
        1998;

   2.   The Company's Quarterly Report on Form 10-Q for the quarter ended March
        31, 1999; and

   3.   The description of the Common Stock contained in the Company's
        Registration Statement on Form 8-A (Reg. No. 0-27376);

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 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 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
                                      II-1

<PAGE>
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  Company.  The Company  maintains
insurance  policies  insuring its directors and officers  against certain losses
incured 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

                                      II-2

<PAGE>

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 8.  Exhibits.

         See the Exhibit Index at Page E-1 of this Registration Statement.

                                      II-3

<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 29th day of
June, 1999.


                                              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 June 29, 1999.

       Signature                                 Title

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

/s/  Laurence F. Mulhern            Corporate Executive Vice President, Chief
Laurence F. Mulhern                 Financial Officer, Treasurer and Secretary
                                    (Principal Financial and Accounting Officer)

/s/  William W. Smith               Director
William W. Smith

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

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

/s/  James Rousou                   Director
James Rousou



                                      II-4

<PAGE>

                            ELCOM INTERNATIONAL, INC.
                                  EXHIBIT INDEX


 Exhibit                               Exhibit
 Number                              Description

  4.1     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 cpurchasers, 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)

  4.13    Form of Lantec Warrant Agreement, dated June 22, 1995 (2), with
          attached list of holders and number of warrants held. (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    The 1997 Stock Option Plan of Elcom International, Inc.,(6), Amendment
          One thereto (7), and Amendment Two thereto. (8)

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

  23.1    Consent of Arthur Andersen LLP. (x)

  23.2    Consent of Deloitte & Touche. (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  Quarterly  Report on Form
     10-Q for the  quarter  ended March 31,  1997,  and  incorporated  herein by
     reference.

(6)  Previously filed as an exhibit to the Registrant's Quarterly Report on Form
     10-Q for the  quarter  ended  June 30,  1997,  and  incorporated  herein by
     reference.

(7)  Previously  filed as an exhibit to Registrant's  Annual Report on Form 10-K
     for the year ended December 31, 1997, and incorporated herein by reference.

(8)  Previously  filed as an exhibit to Registrant's  Annual Report on Form 10-K
     for the year ended December 31, 1998, and incorporated herein by reference.

(x)  Filed herewith.

                                      E-2
[{"type": "S-8", "sequence": "1", "description": "ELCOM INTERNATIONAL 1997 STOCK OPTION PLAN", "secsgml_size_bytes": 19162}]
{"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": "333-81795", "film-number": "99654634"}, "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 June 29, 1999
                                                    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 1997 STOCK OPTION PLAN OF ELCOM INTERNATIONAL, INC.
                            (Full Title of the Plan)
                                  -------------

Laurence F. Mulhern                              With a copy to:
Corporate Executive Vice President, Chief        Douglas A. Neary, Esq.
Financial Officer, Treasurer and Secretary       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            2,000,000 (2)   $4.0625     $8,125,000     $2,258.75
------------------------- ------------ -------------- ------------ -------------

(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 June 22, 1999.

(2)  The 2,000,000 shares of Common Stock being registered are issuable pursuant
     to The 1997 Stock Option Plan of Elcom International, Inc.
This  Registration  Statement is being filed by Elcom  International,  Inc.
(the "Company") for the purpose of registering additional securities of the same
class as other  securities  for which a  registration  statement of Form S-8 has
already been filed. Accordingly,  pursuant to General Instruction E to Form S-8,
the contents of the  Company's  Registration  Statement on Form S-8  (Commission
File No. 333-34193) registering 1,000,000 shares of Common Stock, par value $.01
per share,  of the Company for issuance  under The 1997 Stock Option Plan of the
Company, as amended, are hereby incorporated by reference.

                                     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,
        1998;

   2.   The Company's Quarterly Report on Form 10-Q for the quarter ended March
        31, 1999; and

   3.   The description of the Common Stock contained in the Company's
        Registration Statement on Form 8-A (Reg. No. 0-27376);

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 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 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
                                      II-1
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  Company.  The Company  maintains
insurance  policies  insuring its directors and officers  against certain losses
incured 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

                                      II-2
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 8.  Exhibits.

         See the Exhibit Index at Page E-1 of this Registration Statement.

                                      II-3
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 29th day of
June, 1999.

                                              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 June 29, 1999.

       Signature                                 Title

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

/s/  Laurence F. Mulhern            Corporate Executive Vice President, Chief
Laurence F. Mulhern                 Financial Officer, Treasurer and Secretary
                                    (Principal Financial and Accounting Officer)

/s/  William W. Smith               Director
William W. Smith

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

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

/s/  James Rousou                   Director
James Rousou

                                      II-4
ELCOM INTERNATIONAL, INC.
                                  EXHIBIT INDEX

 Exhibit                               Exhibit
 Number                              Description

  4.1     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 cpurchasers, 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)

  4.13    Form of Lantec Warrant Agreement, dated June 22, 1995 (2), with
          attached list of holders and number of warrants held. (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    The 1997 Stock Option Plan of Elcom International, Inc.,(6), Amendment
          One thereto (7), and Amendment Two thereto. (8)

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

  23.1    Consent of Arthur Andersen LLP. (x)

  23.2    Consent of Deloitte & Touche. (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  Quarterly  Report on Form
     10-Q for the  quarter  ended March 31,  1997,  and  incorporated  herein by
     reference.

(6)  Previously filed as an exhibit to the Registrant's Quarterly Report on Form
     10-Q for the  quarter  ended  June 30,  1997,  and  incorporated  herein by
     reference.

(7)  Previously  filed as an exhibit to Registrant's  Annual Report on Form 10-K
     for the year ended December 31, 1997, and incorporated herein by reference.

(8)  Previously  filed as an exhibit to Registrant's  Annual Report on Form 10-K
     for the year ended December 31, 1998, and incorporated herein by reference.

(x)  Filed herewith.

                                      E-2