<PAGE>
 
  As filed with the Securities and Exchange Commission on November 30, 1998

                                                Registration No. 333-___________
================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

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

                             --------------------
                           AML COMMUNICATIONS, INC.
              (Exact name of issuer as specified in its charter)

           DELAWARE                                        77-0130894
  (State or Other Jurisdiction                          (I.R.S. Employer
of Incorporation or Organization)                     Identification Number)
 
      1000 AVENIDA ACASO                                     93012
        CAMARILLO, CA                                      (Zip Code)
    (Address of Principal
      Executive Offices)

                             STOCK INCENTIVE PLAN
                           (Full title of the Plan)

                                  JACOB INBAR
         President, Chief Executive Officer and Chairman of the Board
                           AML Communications, Inc.
                              1000 Avenida Acaso
                             Camarillo, CA  93012
                    (Name and address of agent for service)
                                (805) 388-1345
         (Telephone number, including area code, of agent for service)

                             --------------------
                                        
                                With a copy to:
                            PETER F. ZIEGLER, ESQ.
                          Gibson, Dunn & Crutcher LLP
                            333 South Grand Avenue
                         Los Angeles, California 90071
                                (213) 229-7000

                             --------------------
<TABLE> 
<CAPTION>                                         
                                    CALCULATION OF REGISTRATION FEE
========================================================================================================
  Title of Securities          Amount to         Proposed Maximum     Proposed Maximum      Amount of
    to be Registered         be Registered      Offering Price per        Aggregate       Registration
                                                       Share           Offering Price          Fee
--------------------------------------------------------------------------------------------------------
<S>                        <C>                  <C>                   <C>                 <C>
     Common Stock,         403,414 shares (1)           $1.50(2)          $605,121(2)        $168.22(2)
     $.01 par value                                      
========================================================================================================
</TABLE>
(1) These shares of Common Stock are reserved for issuance pursuant to the Stock
    Incentive Plan of AML Communications, Inc. Pursuant to Rule 416, there is
    also being registered such number of additional shares which may become
    available for purchase pursuant to the foregoing Plan in the event of
    certain changes in outstanding shares, including reorganizations,
    recapitalizations, stock splits, stock dividends and reverse stock splits.
    This Registration Statement does not include 1,096,586 shares available
    under the Plan for which a registration statement on Form S-8 (Registration
    No. 333-1520) was previously filed on February 21, 1996 and for which a
    registration fee was previously paid.
(2) Estimated solely for the purpose of calculating the registration fee
    pursuant to Rule 457(h) on the basis of the average of the high and low
    prices of the Common Stock of AML Communications, Inc. as reported on the
    NASDAQ National Market System on November 24, 1998.
<PAGE>
 
This Registration Statement is being filed for the purpose of registering
additional securities of the same class as other securities for which a
registration statement on Form S-8 was filed with respect to the Stock Incentive
Plan of AML Communications, Inc.  Pursuant to General Instruction E of Form S-8,
the Registration Statement on Form S-8 (File No. 333-1520) filed on February 21,
1996 by the Registrant with the Securities and Exchange Commission is hereby
incorporated by reference.

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.   Incorporation of Documents by Reference.

          The following documents of the Registrant heretofore filed with the
Securities and Exchange Commission are hereby incorporated in this Registration
Statement by reference:

     (1)  the Registrant's Annual Report on Form 10-KSB for the fiscal year
          ended March 31, 1998;

     (2)  the Registrant's Quarterly Reports on Form 10-QSB for the quarters 
          ended June 30, 1998 and September 30, 1998;

     (3)  the Registrant's Current Report on Form 8-K, filed on August 13, 1998;

     (4)  the description of the Common Stock set forth under the heading
          "Description of Capital Stock" in the Registrant's Registration
          Statement on Form SB-2, as amended (File No. 33-99102-LA), together
          with any amendment or report filed with the Commission for the purpose
          of updating such description; and

     (5)  the Registrant's Registration Statement on Form S-8 (Registration No.
          333-1520) filed February 21, 1996.

          All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended, prior to the filing of a post-effective amendment which indicates that
all securities offered hereunder have been sold or which deregisters all such
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.

ITEM 8.  EXHIBITS.

         4     Stock Incentive Plan of AML Communications, Inc., as amended and
               restated on June 24, 1998 (incorporated by reference to Exhibit
               10.17 to Registrant's Form 10-QSB for the quarter ended September
               30, 1998).

         5     Opinion of Gibson, Dunn & Crutcher LLP.

         23.1  Consent of Arthur Andersen LLP.

                                       2
<PAGE>
 
         23.2  Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5).

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

         99.1  Form of Employee Nonqualified Stock Option Agreement pursuant to
               Stock Incentive Plan (incorporated by reference to Registrant's
               Registration Statement on Form S-8 (Registration No. 333-1520)
               filed February 21, 1996).

         99.2  Form of Incentive Stock Option Agreement pursuant to Stock
               Incentive Plan (incorporated by reference to Registrant's
               Registration Statement on Form S-8 (Registration No. 333-1520)
               filed February 21, 1996).

         99.3  Form of amended Nonemployee Director Stock Option Agreement
               pursuant to Stock Incentive Plan (incorporated by reference to
               Exhibit 10.18 to Registrant's Form 10-QSB for the quarter ended
               September 30, 1998).

                                       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 Camarillo, State of California, on this 24th day of
November, 1998.

                              AML COMMUNICATIONS, INC.


                              By:    /s/ Jacob Inbar
                                 ------------------------------------
                                         Jacob Inbar
                                  President, Chief Executive Officer 
                                  and Chairman of the Board

                               POWER OF ATTORNEY

          KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Jacob Inbar and Kirk A. Waldron as such
person's true and lawful attorneys-in-fact and agents with full power of
substitution for such person and in such person's name, place and stead, in any
and all capacities, to sign and to file with the Securities and Exchange
Commission, any and all amendments and post-effective amendments to this
Registration Statement, with exhibits thereto and other documents in connection
therewith, granting unto said attorneys-in-fact and agents 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
such person might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any substitute therefor, may lawfully
do or cause to be done by virtue thereof.

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


<TABLE>
<CAPTION>
              Signature                                     Title                                Date
              ---------                                     -----                                ----
<S>                                           <C>                                            <C> 
   /s/ Jacob Inbar                            President, Chief Executive Officer and         November 24, 1998
-------------------------------------         Chairman of the Board
             Jacob Inbar                      (Principal Executive Officer)

   /s/ Kirk A. Waldron                        Chief Financial Officer, Chief Operating       November 24, 1998
-------------------------------------         Officer and Vice President of Finance
           Kirk A. Waldron                    (Principal Financial and Accounting Officer)

   /s/ Tiberiu Mazilu                         Director                                       November 24, 1998
-------------------------------------
        Tiberiu Mazilu, Ph.D.
</TABLE>
                                       4
<PAGE>
 
<TABLE>
<S>                                           <C>                                            <C> 
   /s/ Edwin J. McAvoy                        Director                                       November 24, 1998
-------------------------------------
           Edwin J. McAvoy


   /s/ David A. Derby                         Director                                       November 24, 1998
-------------------------------------
           David A. Derby


   /s/ Richard W. Flatow                      Director                                       November 24, 1998
-------------------------------------
          Richard W. Flatow
</TABLE>

                                       5
<PAGE>
 
                                 EXHIBIT INDEX

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

4       Stock Incentive Plan of AML Communications, Inc., as amended and
        restated on June 24, 1998 (incorporated by reference to Exhibit 10.17 to
        Registrant's Form 10-QSB for the quarter ended September 30, 1998).

5       Opinion of Gibson, Dunn & Crutcher LLP.

23.1    Consent of Arthur Andersen LLP.

23.2    Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5).

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

99.1    Form of Employee Nonqualified Stock Option Agreement pursuant to Stock
        Incentive Plan (incorporated by reference to Registrant's Registration
        Statement on Form S-8 (Registration No. 333-1520) filed February 21,
        1996).

99.2    Form of Incentive Stock Option Agreement pursuant to Stock Incentive
        Plan (incorporated by reference to Registrant's Registration Statement
        on Form S-8 (Registration No. 333-1520) filed February 21, 1996).

99.3    Form of amended Nonemployee Director Stock Option Agreement pursuant to
        Stock Incentive Plan (incorporated by reference to Exhibit 10.18 to
        Registrant's Form 10-QSB for the quarter ended September 30, 1998).
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 STOCK INCENTIVE PLAN", "secsgml_size_bytes": 13067}]
{"company-data": {"conformed-name": "AML COMMUNICATIONS INC", "cik": "0001003640", "assigned-sic": "3669", "irs-number": "770130894", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-68097", "film-number": "98761448"}, "business-address": {"street1": "1000 AVENIDA ACASO", "city": "CAMARILLO", "state": "CA", "zip": "93012", "phone": "8053881345"}, "mail-address": {"street1": "1000 AVENIDA ACASO", "city": "CAMARILLO", "state": "CA", "zip": "93012"}}
As filed with the Securities and Exchange Commission on November 30, 1998

                                                Registration No. 333-___________
================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

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

                             --------------------
                           AML COMMUNICATIONS, INC.
              (Exact name of issuer as specified in its charter)

           DELAWARE                                        77-0130894
  (State or Other Jurisdiction                          (I.R.S. Employer
of Incorporation or Organization)                     Identification Number)
 
      1000 AVENIDA ACASO                                     93012
        CAMARILLO, CA                                      (Zip Code)
    (Address of Principal
      Executive Offices)

                             STOCK INCENTIVE PLAN
                           (Full title of the Plan)

                                  JACOB INBAR
         President, Chief Executive Officer and Chairman of the Board
                           AML Communications, Inc.
                              1000 Avenida Acaso
                             Camarillo, CA  93012
                    (Name and address of agent for service)
                                (805) 388-1345
         (Telephone number, including area code, of agent for service)

                             --------------------
                                        
                                With a copy to:
                            PETER F. ZIEGLER, ESQ.
                          Gibson, Dunn & Crutcher LLP
                            333 South Grand Avenue
                         Los Angeles, California 90071
                                (213) 229-7000

                             --------------------
CALCULATION OF REGISTRATION FEE
========================================================================================================
  Title of Securities          Amount to         Proposed Maximum     Proposed Maximum      Amount of
    to be Registered         be Registered      Offering Price per        Aggregate       Registration
                                                       Share           Offering Price          Fee
--------------------------------------------------------------------------------------------------------
Common Stock,         403,414 shares (1)           $1.50(2)          $605,121(2)        $168.22(2)
     $.01 par value                                      
========================================================================================================
(1) These shares of Common Stock are reserved for issuance pursuant to the Stock
    Incentive Plan of AML Communications, Inc. Pursuant to Rule 416, there is
    also being registered such number of additional shares which may become
    available for purchase pursuant to the foregoing Plan in the event of
    certain changes in outstanding shares, including reorganizations,
    recapitalizations, stock splits, stock dividends and reverse stock splits.
    This Registration Statement does not include 1,096,586 shares available
    under the Plan for which a registration statement on Form S-8 (Registration
    No. 333-1520) was previously filed on February 21, 1996 and for which a
    registration fee was previously paid.
(2) Estimated solely for the purpose of calculating the registration fee
    pursuant to Rule 457(h) on the basis of the average of the high and low
    prices of the Common Stock of AML Communications, Inc. as reported on the
    NASDAQ National Market System on November 24, 1998.
This Registration Statement is being filed for the purpose of registering
additional securities of the same class as other securities for which a
registration statement on Form S-8 was filed with respect to the Stock Incentive
Plan of AML Communications, Inc.  Pursuant to General Instruction E of Form S-8,
the Registration Statement on Form S-8 (File No. 333-1520) filed on February 21,
1996 by the Registrant with the Securities and Exchange Commission is hereby
incorporated by reference.

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

          The following documents of the Registrant heretofore filed with the
Securities and Exchange Commission are hereby incorporated in this Registration
Statement by reference:

     (1)  the Registrant's Annual Report on Form 10-KSB for the fiscal year
          ended March 31, 1998;

     (2)  the Registrant's Quarterly Reports on Form 10-QSB for the quarters 
          ended June 30, 1998 and September 30, 1998;

     (3)  the Registrant's Current Report on Form 8-K, filed on August 13, 1998;

     (4)  the description of the Common Stock set forth under the heading
          "Description of Capital Stock" in the Registrant's Registration
          Statement on Form SB-2, as amended (File No. 33-99102-LA), together
          with any amendment or report filed with the Commission for the purpose
          of updating such description; and

     (5)  the Registrant's Registration Statement on Form S-8 (Registration No.
          333-1520) filed February 21, 1996.

          All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended, prior to the filing of a post-effective amendment which indicates that
all securities offered hereunder have been sold or which deregisters all such
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.

ITEM 8.  EXHIBITS.

         4     Stock Incentive Plan of AML Communications, Inc., as amended and
               restated on June 24, 1998 (incorporated by reference to Exhibit
               10.17 to Registrant's Form 10-QSB for the quarter ended September
               30, 1998).

         5     Opinion of Gibson, Dunn & Crutcher LLP.

         23.1  Consent of Arthur Andersen LLP.

                                       2
23.2  Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5).

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

         99.1  Form of Employee Nonqualified Stock Option Agreement pursuant to
               Stock Incentive Plan (incorporated by reference to Registrant's
               Registration Statement on Form S-8 (Registration No. 333-1520)
               filed February 21, 1996).

         99.2  Form of Incentive Stock Option Agreement pursuant to Stock
               Incentive Plan (incorporated by reference to Registrant's
               Registration Statement on Form S-8 (Registration No. 333-1520)
               filed February 21, 1996).

         99.3  Form of amended Nonemployee Director Stock Option Agreement
               pursuant to Stock Incentive Plan (incorporated by reference to
               Exhibit 10.18 to Registrant's Form 10-QSB for the quarter ended
               September 30, 1998).

                                       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 Camarillo, State of California, on this 24th day of
November, 1998.

                              AML COMMUNICATIONS, INC.

                              By:    /s/ Jacob Inbar
                                 ------------------------------------
                                         Jacob Inbar
                                  President, Chief Executive Officer 
                                  and Chairman of the Board

                               POWER OF ATTORNEY

          KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Jacob Inbar and Kirk A. Waldron as such
person's true and lawful attorneys-in-fact and agents with full power of
substitution for such person and in such person's name, place and stead, in any
and all capacities, to sign and to file with the Securities and Exchange
Commission, any and all amendments and post-effective amendments to this
Registration Statement, with exhibits thereto and other documents in connection
therewith, granting unto said attorneys-in-fact and agents 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
such person might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any substitute therefor, may lawfully
do or cause to be done by virtue thereof.

          Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature                                     Title                                Date
              ---------                                     -----                                ----
/s/ Jacob Inbar                            President, Chief Executive Officer and         November 24, 1998
-------------------------------------         Chairman of the Board
             Jacob Inbar                      (Principal Executive Officer)

   /s/ Kirk A. Waldron                        Chief Financial Officer, Chief Operating       November 24, 1998
-------------------------------------         Officer and Vice President of Finance
           Kirk A. Waldron                    (Principal Financial and Accounting Officer)

   /s/ Tiberiu Mazilu                         Director                                       November 24, 1998
-------------------------------------
        Tiberiu Mazilu, Ph.D.
4
/s/ Edwin J. McAvoy                        Director                                       November 24, 1998
-------------------------------------
           Edwin J. McAvoy

   /s/ David A. Derby                         Director                                       November 24, 1998
-------------------------------------
           David A. Derby

   /s/ Richard W. Flatow                      Director                                       November 24, 1998
-------------------------------------
          Richard W. Flatow
5
EXHIBIT INDEX

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

4       Stock Incentive Plan of AML Communications, Inc., as amended and
        restated on June 24, 1998 (incorporated by reference to Exhibit 10.17 to
        Registrant's Form 10-QSB for the quarter ended September 30, 1998).

5       Opinion of Gibson, Dunn & Crutcher LLP.

23.1    Consent of Arthur Andersen LLP.

23.2    Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5).

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

99.1    Form of Employee Nonqualified Stock Option Agreement pursuant to Stock
        Incentive Plan (incorporated by reference to Registrant's Registration
        Statement on Form S-8 (Registration No. 333-1520) filed February 21,
        1996).

99.2    Form of Incentive Stock Option Agreement pursuant to Stock Incentive
        Plan (incorporated by reference to Registrant's Registration Statement
        on Form S-8 (Registration No. 333-1520) filed February 21, 1996).

99.3    Form of amended Nonemployee Director Stock Option Agreement pursuant to
        Stock Incentive Plan (incorporated by reference to Exhibit 10.18 to
        Registrant's Form 10-QSB for the quarter ended September 30, 1998).