As filed with the Securities and Exchange Commission on February 9, 1996
                                             Registration No. 33-


                SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C. 20549


                             FORM S-8
                      REGISTRATION STATEMENT
                              Under
                    The Securities Act of 1933

                    --------------------------

                  DIGITAL MICROWAVE CORPORATION
        (Exact name of issuer as specified in its charter)

DELAWARE                                    77-0016028
(State or other jurisdiction                (IRS Employer
of incorporation or organization)           Identification No.)

         170  ROSE  ORCHARD  WAY,  SAN  JOSE,   CALIFORNIA  95134
       (Address of principal executive offices) (Zip Code)

                    --------------------------

                  DIGITAL MICROWAVE CORPORATION
                    1994 STOCK INCENTIVE PLAN
                     (Full title of the plan)

                    --------------------------

                         CHARLES KISSNER
              President and Chief Executive Officer
                  DIGITAL MICROWAVE  CORPORATION 170 Rose Orchard
             Way,  San Jose,  CA 95134 (Name and address of agent
             for service)
                          (408) 943-0777
                            --------
  (Telephone number, including area code, of agent for service)

                    --------------------------


<TABLE>
                                          CALCULATION OF REGISTRATION FEE
<CAPTION>
================================================================================================
                                                 Proposed            Proposed
   Title of                                       Maximum             Maximum
  Securities                  Amount             Offering            Aggregate       Amount of
     to be                    to be                Price             Offering      Registration
  Registered               Registered(1)        per Share(2)         Price(2)           Fee
  ----------               -------------        ------------         --------      ------------
<S>                           <C>
Options to purchase           150,000               N/A               N/A               N/A
Common Stock

Common Stock,             150,000 shares          $10.81            $1,621,500        $559.14
$0.01 par value
================================================================================================
<FN>

(1)       This  Registration   Statement  shall  also  cover  any
          additional shares of Common Stock which become issuable
          under the  Digital  Microwave  Corporation  1994  Stock
          Incentive Plan by reason of any stock  dividend,  stock
          split,  recapitalization  or other similar  transaction
          effected  without  the receipt of  consideration  which
          results in an increase in the number of the outstanding
          shares   of   Common   Stock   of   Digital   Microwave
          Corporation.

(2)       Calculated  solely for purposes of this offering  under
          Rule 457(h) of the  Securities Act of 1933, as amended,
          on the basis of the average of the high and low selling
          prices per share of Common  Stock of Digital  Microwave
          Corporation  on  February  9, 1996,  as reported by the
          Nasdaq National Market.

</FN>
</TABLE>



<PAGE>



                             PART II

        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Certain Documents by Reference

                  Digital     Microwave      Corporation     (the
"Registrant")   hereby   incorporates   by  reference  into  this
Registration  Statement the following documents  previously filed
with the Securities and Exchange Commission (the "SEC"):

                  (a)      The Registrant's Annual Report on Form
                           10-K   for  the   fiscal  year   ended
                           March 31,  1995  filed with the SEC on
                           June 29, 1995.

                  (b)      (1)     The   Registrant's   Quarterly
                   Report on Form 10-Q for the
                  fiscal quarter ended June 30,
                              1995;

                           (2)     The   Registrant's   Quarterly
                   Report on Form 10-Q for the
                       fiscal quarter ended
                       September 30, 1995;

                           (3)     The  Registrant's   report  on
                  Form 8-K filed with the SEC on
                                   July 12, 1995; and

                           (4)     The  Registrant's   report  on
                                   Form 10-C  filed  with the SEC
                                   on August 28, 1995.

                  (c)       The     Registrant's     Registration
                            Statement  No.  0-15895  on Form  8-A
                            filed with the SEC on May22, 1987, in
                            which there is  described  the terms,
                            rights and  provisions  applicable to
                            the Registrant's  outstanding  Common
                            Stock.

                  All reports and definitive proxy or information
statements filed pursuant to Section 13(a), 13(c), 14 or 15(d) of
the  Securities  Exchange  Act of 1934 (the "1934 Act") after the
date of this Registration  Statement and prior to the filing of a
post-effective  amendment  which  indicates  that all  securities
offered hereby have been sold or which deregisters all securities
then  remaining  unsold  shall be  deemed to be  incorporated  by
reference  into  this  Registration  Statement  and  to be a part
hereof from the date of filing of such documents.

                  Any   statement   contained   in   a   document
incorporated  or deemed to be  incorporated  by reference  herein
shall be deemed to be modified or superseded for purposes of this
Registration  Statement to the extent that a statement  contained
herein or in any subsequently filed document which also is deemed
to be  incorporated  by reference  herein  modifies or supersedes
such  statement.  Any such  statement  so modified or  superseded
shall not be deemed,  except as so  modified  or  superseded,  to
constitute a part of this Registration Statement.

Item 4.  Description of Securities

                  Not Applicable.

Item 5.  Interests of Named Experts and Counsel

                  Not Applicable.

Item 6.  Indemnification of Directors and Officers

                  The   Registrant's   Restated   Certificate  of
Incorporation provides that no director of the Registrant will be
personally  liable to the  Registrant or any of its  stockholders
for monetary damages arising from the




<PAGE>



director's  breach  of  his  fiduciary  duties.   However,   such
exemption  from  liability  does not apply  with  respect  to any
action in which the director would be liable under Section 174 of
Title 8 of the Delaware General Corporation Law ("Delaware Law"),
nor does it apply  with  respect  to any  liability  in which the
director  (i)  breached  his duty of loyalty  to the  Registrant;
(ii)did not act in good faith or, in failing to act,  did not act
in good  faith;  (iii)  acted in a manner  involving  intentional
misconduct  or  knowing  violation  of law or, in failing to act,
acted in a manner  involving  intentional  misconduct  or knowing
violation of law; or (iv) derived an improper personal benefit.

                  Pursuant  to the  provisions  of Section 145 of
Delaware Law, the  Registrant as a Delaware  corporation  has 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 (other than an action by or
in the right of the  Registrant) by reason of the fact that he is
or was a director,  officer,  employee or agent of the Registrant
or of any corporation, partnership, joint venture, trust or other
enterprise for which he is or was serving in such capacity at the
request  of  the  Registrant,   against  any  and  all  expenses,
judgments,  fines  and  amounts  paid in  settlement  which  were
reasonably  incurred by him in connection with such action,  suit
or proceeding. The power to indemnify applies only if such person
acted in good faith and in a manner he reasonably  believed to be
in the best interests,  or not opposed to the best interests,  of
the  Registrant  and,  with  respect  to any  criminal  action or
proceeding,  if he had no reasonable cause to believe his conduct
was unlawful.

                  The power to indemnify  also applies to actions
brought  by or in the  right of the  Registrant,  but only to the
extent  of  defense  and  settlement  expenses  and  not  to  the
satisfaction of a judgment or settlement of the claim itself.  In
such actions,  however, no indemnification  will be made if there
is any  adjudication  of  negligence  or  misconduct,  unless the
court,  in its  discretion,  feels  that in the  light of all the
circumstances indemnification should apply.

                  To the extent any such person is  successful in
the  defense of the  actions  referred  to above,  such person is
entitled   pursuant   to   Section   145  of   Delaware   Law  to
indemnification  as described above.  Section 145 also grants the
power  to  advance   litigation   expenses  upon  receipt  of  an
undertaking  to  repay  such  advances  in the  event no right to
indemnification  is  subsequently  shown. A corporation  may also
obtain  insurance  at its expense to protect  anyone who might be
indemnified,  or has a right to insist on indemnification,  under
the statute.

                  The Registrant has entered into indemnification
agreements with its directors and certain  officers which provide
for  indemnification  to the fullest extent permitted by Delaware
Law, including Section 145 thereof. The Registrant may also enter
into similar  agreements from time to time with future  directors
and/or present or future officers of the Registrant.


Item 7.  Exemption from Registration Claimed

                  Not Applicable.




                               II-2



<PAGE>



Item 8.  Exhibits

Exhibit No.           Exhibit
-----------           -------

     4         Instruments   Defining  Rights  of   Stockholders.
               Reference  is  made to  Registrant's  Registration
               Statement  No.  0-15895  on  Form  8-A,  which  is
               incorporated  herein by reference pursuant to Item
               3(c) of this Registration Statement.

     5         Opinion of Brobeck, Phleger & Harrison LLP.

    23.1       Consent  of  Arthur   Andersen  LLP,   Independent
               Accountants.

    23.2       Consent  of  Brobeck,  Phleger &  Harrison  LLP is
               contained in Exhibit 5.

    24.        Power of Attorney.  Reference is made to page II-5
               of this Registration Statement.

    99.1       Digital Microwave Corporation 1994 Stock Incentive
               Plan.

    99.2*      Form of  Notice  of Grant of  Stock  Option  to be
               generally    used   in    connection    with   the
               Discretionary  Option  Grant  Program  of the 1994
               Stock Incentive Plan.

    99.3*      Form of Stock  Option  Agreement  to be  generally
               used in connection with the  Discretionary  Option
               Grant Program of the 1994 Stock Incentive Plan.

    99.4*      Addendum to Stock  Option  Agreement  (Involuntary
               Termination).

    99.5*      Addendum to Stock  Option  Agreement  (Special Tax
               Election).

    99.6*      Addendum to Stock Option Agreement  (Limited Stock
               Appreciation Right).

    99.7*      Addendum  to  Stock  Option  Agreement  (Financial
               Assistance).

    99.8*      Form of Notice of Grant of Automatic  Stock Option
               to  be  generally  used  in  connection  with  the
               Automatic  Option Grant  Program of the 1994 Stock
               Incentive Plan (Initial Grant).

    99.9*      Form of Notice of Grant of Automatic  Stock Option
               to  be  generally  used  in  connection  with  the
               Automatic Option Grant Program of the 1994 Stock
               Incentive Plan (Annual Grant).

    99.10*     Form of  Automatic  Stock  Option  Agreement to be
               generally  used in  connection  with the Automatic
               Option Grant Program of the 1994 Stock Incentive
               Plan.

    99.11*     Form of Stock  Issuance  Agreement to be generally
               used in  connection  with the Stock Fee Program of
               the 1994 Stock Incentive Plan.

    99.12*     Form of Stock  Issuance  Agreement to be generally
               used in connection with the Stock Issuance Program
               of the 1994 Stock Incentive Plan.

    99.13*     Form  of  Addendum  to  Stock  Issuance  Agreement
               (Special Tax Election).

    99.14*     Form  of  Addendum  to  Stock  Issuance  Agreement
               (Involuntary Termination).


--------
    * Exhibits  99.2  through  99.14 are  incorporated  herein by
    reference to Exhibits 99.2 through  99.14,  respectively,  on
    Registrant's  Registration Statement No. 33-85270 on Form S-8
    which was filed with the SEC on October 17, 1994.


Item 9.  Undertakings

                  A.   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, as amended (the
"1933  Act"),  (ii) to  reflect  in the  prospectus  any facts or
events  arising  after the  effective  date of this  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  this   Registration
Statement,  and (iii) to include any  material  information  with
respect to the plan of distribution  not previously  disclosed in
this  Registration  Statement  or any  material  change  to  such
information in this Registration  Statement;  provided,  however,
that  clauses   (1)(i)  and  (1)(ii)   shall  not  apply  if  the
information required to be included in a post-effective amendment
by those paragraphs is contained

                               II-3



<PAGE>



in periodic  reports filed by the Registrant  pursuant to Section
13 or  Section  15(d) of the 1934  Act that are  incorporated  by
reference  into  this  Registration  Statement;  (2) that for the
purpose of  determining  any  liability  under the 1933 Act, 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; and
(3) to  remove  from  registration  by means of a  post-effective
amendment any of the  securities  being  registered  which remain
unsold  upon  the  termination  of the  Registrant's  1994  Stock
Incentive Plan.

                  B. The undersigned Registrant hereby undertakes
that,  for purposes of determining  any liability  under the 1933
Act, each filing of the  Registrant's  annual report  pursuant to
Section   13(a)  or  Section  15(d)  of  the  1934  Act  that  is
incorporated by reference into this 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.

                  C. Insofar as  indemnification  for liabilities
arising  under  the  1933  Act  may be  permitted  to  directors,
officers or controlling persons of the Registrant pursuant to the
indemnity provisions summarized in Item 6 above or otherwise, the
Registrant  has been informed that in the opinion of the SEC such
indemnification is against public policy as expressed in the 1933
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 1933 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, as amended,  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 San Jose,
State of California, on this 9th day of February, 1996.


                      DIGITAL MICROWAVE CORPORATION



                      By:   CHARLES KISSNER
                            ---------------------
                            Charles Kissner
                            President, Chief Executive Officer 
                            and Director


                        POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

                  That the undersigned  officers and directors of
DIGITAL MICROWAVE CORPORATION, a Delaware corporation,  do hereby
constitute  and appoint  Charles  Kissner and Carl A. Thomsen and
each of them,  the lawful  attorneys and agents,  with full power
and  authority  to do any and all acts and  things and to execute
any and all instruments which said attorneys and agents,  and any
one of them,  determine may be necessary or advisable or required
to enable said  corporation  to comply with the Securities Act of
1933, as amended, and any rules or regulations or requirements of
the  Securities and Exchange  Commission in connection  with this
Registration  Statement.  Without  limiting the generality of the
foregoing  power and authority,  the powers  granted  include the
power and authority to sign the names of the undersigned officers
and  directors  in  the  capacities   indicated   below  to  this
Registration   Statement,   to  any  and  all  amendments,   both
pre-effective  and   post-effective,   and  supplements  to  this
Registration  Statement,  and  to  any  and  all  instruments  or
documents   filed  as  part  of  or  in  conjunction   with  this
Registration  Statement or amendments or supplements thereof, and
each of the  undersigned  hereby  ratifies  and confirms all that
said attorneys and agents,  or any of them,  shall do or cause to
be done by virtue hereof. This Power of Attorney may be signed in
several counterparts.

                  IN WITNESS WHEREOF, each of the undersigned has
executed this Power of Attorney as of the date indicated.

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


Signatures                Title                       Date
----------                -----                       ----

CHARLES KISSNER           President, Chief            February 9, 1996
---------------           Executive Officer
Charles Kissner           and Director (Principal
                          Executive Officer)


                               II-5



<PAGE>



Signatures               Title                        Date
----------               -----                        ----

CARL A. THOMSEN          Vice President and           February 9, 1996
---------------          Chief Financial
Carl A. Thomsen          Officer (Principal Financial
                         and Accounting Officer)




CLIFFORD H. HIGGERSON    Chairman of the              February 9, 1996
---------------------    Board of Directors
Clifford H. Higgerson




RICHARD C. ALBERDING     Director                     February 9, 1996
--------------------
Richard C. Alberding




WILLIAM E. GIBSON        Director                     February 9, 1996
--------------------
William E. Gibson




BILLY B. OLIVER          Director                     February 9, 1996
--------------------
Billy B. Oliver




JAMES MEINDL             Director                     February 9, 1996
--------------------
Dr. James Meindl




                               II-6



<PAGE>



                SECURITIES AND EXCHANGE COMMISSION
                      WASHINGTON, D.C. 20549


                             EXHIBITS

                                TO

                             FORM S-8

                              UNDER

                      SECURITIES ACT OF 1933


                  DIGITAL MICROWAVE CORPORATION






<PAGE>



                          EXHIBIT INDEX
                          -------------


Exhibit No.                          Exhibit
-----------                          -------

     4         Instruments   Defining  Rights  of   Stockholders.
               Reference  is  made to  Registrant's  Registration
               Statement  No.  0-15895  on  Form  8-A,  which  is
               incorporated  herein by reference pursuant to Item
               3(c) of this Registration Statement.

     5         Opinion of Brobeck, Phleger & Harrison LLP.

    23.1       Consent  of  Arthur   Andersen  LLP,   Independent
               Accountants.

    23.2       Consent  of  Brobeck,  Phleger &  Harrison  LLP is
               contained in Exhibit 5.

    24.        Power of Attorney.  Reference is made to page II-5
               of this Registration Statement.

    99.1       Digital Microwave Corporation 1994 Stock Incentive
               Plan.

    99.2*      Form of  Notice  of Grant of  Stock  Option  to be
               generally    used   in    connection    with   the
               Discretionary  Option  Grant  Program  of the 1994
               Stock Incentive Plan.

    99.3*      Form of Stock  Option  Agreement  to be  generally
               used in connection with the  Discretionary  Option
               Grant Program of the 1994 Stock Incentive Plan.

    99.4*      Addendum to Stock  Option  Agreement  (Involuntary
               Termination).

    99.5*      Addendum to Stock  Option  Agreement  (Special Tax
               Election).

    99.6*      Addendum to Stock Option Agreement  (Limited Stock
               Appreciation Right).

    99.7*      Addendum  to  Stock  Option  Agreement  (Financial
               Assistance).

    99.8*      Form of Notice of Grant of Automatic  Stock Option
               to  be  generally  used  in  connection  with  the
               Automatic  Option Grant  Program of the 1994 Stock
               Incentive Plan (Initial Grant).

    99.9*      Form of Notice of Grant of Automatic  Stock Option
               to  be  generally  used  in  connection  with  the
               Automatic Option Grant Program of the 1994 Stock
               Incentive Plan (Annual Grant).

    99.10*     Form of  Automatic  Stock  Option  Agreement to be
               generally  used in  connection  with the Automatic
               Option Grant Program of the 1994 Stock Incentive
               Plan.

    99.11*     Form of Stock  Issuance  Agreement to be generally
               used in  connection  with the Stock Fee Program of
               the 1994 Stock Incentive Plan.

    99.12*     Form of Stock  Issuance  Agreement to be generally
               used in connection with the Stock Issuance Program
               of the 1994 Stock Incentive Plan.

    99.13*     Form  of  Addendum  to  Stock  Issuance  Agreement
               (Special Tax Election).

    99.14*     Form  of  Addendum  to  Stock  Issuance  Agreement
               (Involuntary Termination).

--------
    * Exhibits  99.2  through  99.14 are  incorporated  herein by
    reference to Exhibits 99.1 through  99.14,  respectively,  on
    Registrant's  Registration Statement No. 33-85270 on Form S-8
    which was filed with the SEC on October 17, 1994.



<PAGE>

                            EXHIBIT 4

           Instruments Defining Rights of Stockholders.
          Reference is made to Registrant's Registration
           Statement No. 0-15895 on Form 8-A, which is
        incorporated herein by reference pursuant to Item
               3(c) of this Registration Statement.
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{"company-data": {"conformed-name": "DIGITAL MICROWAVE CORP /DE/", "cik": "0000812703", "assigned-sic": "3663", "irs-number": "770016028", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-00855", "film-number": "96515468"}, "business-address": {"street1": "170 ROSE ORCHARD WAY", "city": "SAN JOSE", "state": "CA", "zip": "95134", "phone": "4089430777"}, "mail-address": {"street1": "170 ROSE ORCHARD WAY", "city": "SAN JOSE", "state": "CA", "zip": "95134"}}
As filed with the Securities and Exchange Commission on February 9, 1996
                                             Registration No. 33-

                SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C. 20549

                             FORM S-8
                      REGISTRATION STATEMENT
                              Under
                    The Securities Act of 1933

                    --------------------------

                  DIGITAL MICROWAVE CORPORATION
        (Exact name of issuer as specified in its charter)

DELAWARE                                    77-0016028
(State or other jurisdiction                (IRS Employer
of incorporation or organization)           Identification No.)

         170  ROSE  ORCHARD  WAY,  SAN  JOSE,   CALIFORNIA  95134
       (Address of principal executive offices) (Zip Code)

                    --------------------------

                  DIGITAL MICROWAVE CORPORATION
                    1994 STOCK INCENTIVE PLAN
                     (Full title of the plan)

                    --------------------------

                         CHARLES KISSNER
              President and Chief Executive Officer
                  DIGITAL MICROWAVE  CORPORATION 170 Rose Orchard
             Way,  San Jose,  CA 95134 (Name and address of agent
             for service)
                          (408) 943-0777
                            --------
  (Telephone number, including area code, of agent for service)

                    --------------------------

                                          CALCULATION OF REGISTRATION FEE
================================================================================================
                                                 Proposed            Proposed
   Title of                                       Maximum             Maximum
  Securities                  Amount             Offering            Aggregate       Amount of
     to be                    to be                Price             Offering      Registration
  Registered               Registered(1)        per Share(2)         Price(2)           Fee
  ----------               -------------        ------------         --------      ------------
Options to purchase           150,000               N/A               N/A               N/A
Common Stock

Common Stock,             150,000 shares          $10.81            $1,621,500        $559.14
$0.01 par value
================================================================================================
(1)       This  Registration   Statement  shall  also  cover  any
          additional shares of Common Stock which become issuable
          under the  Digital  Microwave  Corporation  1994  Stock
          Incentive Plan by reason of any stock  dividend,  stock
          split,  recapitalization  or other similar  transaction
          effected  without  the receipt of  consideration  which
          results in an increase in the number of the outstanding
          shares   of   Common   Stock   of   Digital   Microwave
          Corporation.

(2)       Calculated  solely for purposes of this offering  under
          Rule 457(h) of the  Securities Act of 1933, as amended,
          on the basis of the average of the high and low selling
          prices per share of Common  Stock of Digital  Microwave
          Corporation  on  February  9, 1996,  as reported by the
          Nasdaq National Market.
PART II

        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Certain Documents by Reference

                  Digital     Microwave      Corporation     (the
"Registrant")   hereby   incorporates   by  reference  into  this
Registration  Statement the following documents  previously filed
with the Securities and Exchange Commission (the "SEC"):

                  (a)      The Registrant's Annual Report on Form
                           10-K   for  the   fiscal  year   ended
                           March 31,  1995  filed with the SEC on
                           June 29, 1995.

                  (b)      (1)     The   Registrant's   Quarterly
                   Report on Form 10-Q for the
                  fiscal quarter ended June 30,
                              1995;

                           (2)     The   Registrant's   Quarterly
                   Report on Form 10-Q for the
                       fiscal quarter ended
                       September 30, 1995;

                           (3)     The  Registrant's   report  on
                  Form 8-K filed with the SEC on
                                   July 12, 1995; and

                           (4)     The  Registrant's   report  on
                                   Form 10-C  filed  with the SEC
                                   on August 28, 1995.

                  (c)       The     Registrant's     Registration
                            Statement  No.  0-15895  on Form  8-A
                            filed with the SEC on May22, 1987, in
                            which there is  described  the terms,
                            rights and  provisions  applicable to
                            the Registrant's  outstanding  Common
                            Stock.

                  All reports and definitive proxy or information
statements filed pursuant to Section 13(a), 13(c), 14 or 15(d) of
the  Securities  Exchange  Act of 1934 (the "1934 Act") after the
date of this Registration  Statement and prior to the filing of a
post-effective  amendment  which  indicates  that all  securities
offered hereby have been sold or which deregisters all securities
then  remaining  unsold  shall be  deemed to be  incorporated  by
reference  into  this  Registration  Statement  and  to be a part
hereof from the date of filing of such documents.

                  Any   statement   contained   in   a   document
incorporated  or deemed to be  incorporated  by reference  herein
shall be deemed to be modified or superseded for purposes of this
Registration  Statement to the extent that a statement  contained
herein or in any subsequently filed document which also is deemed
to be  incorporated  by reference  herein  modifies or supersedes
such  statement.  Any such  statement  so modified or  superseded
shall not be deemed,  except as so  modified  or  superseded,  to
constitute a part of this Registration Statement.

Item 4.  Description of Securities

                  Not Applicable.

Item 5.  Interests of Named Experts and Counsel

                  Not Applicable.

Item 6.  Indemnification of Directors and Officers

                  The   Registrant's   Restated   Certificate  of
Incorporation provides that no director of the Registrant will be
personally  liable to the  Registrant or any of its  stockholders
for monetary damages arising from the
director's  breach  of  his  fiduciary  duties.   However,   such
exemption  from  liability  does not apply  with  respect  to any
action in which the director would be liable under Section 174 of
Title 8 of the Delaware General Corporation Law ("Delaware Law"),
nor does it apply  with  respect  to any  liability  in which the
director  (i)  breached  his duty of loyalty  to the  Registrant;
(ii)did not act in good faith or, in failing to act,  did not act
in good  faith;  (iii)  acted in a manner  involving  intentional
misconduct  or  knowing  violation  of law or, in failing to act,
acted in a manner  involving  intentional  misconduct  or knowing
violation of law; or (iv) derived an improper personal benefit.

                  Pursuant  to the  provisions  of Section 145 of
Delaware Law, the  Registrant as a Delaware  corporation  has 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 (other than an action by or
in the right of the  Registrant) by reason of the fact that he is
or was a director,  officer,  employee or agent of the Registrant
or of any corporation, partnership, joint venture, trust or other
enterprise for which he is or was serving in such capacity at the
request  of  the  Registrant,   against  any  and  all  expenses,
judgments,  fines  and  amounts  paid in  settlement  which  were
reasonably  incurred by him in connection with such action,  suit
or proceeding. The power to indemnify applies only if such person
acted in good faith and in a manner he reasonably  believed to be
in the best interests,  or not opposed to the best interests,  of
the  Registrant  and,  with  respect  to any  criminal  action or
proceeding,  if he had no reasonable cause to believe his conduct
was unlawful.

                  The power to indemnify  also applies to actions
brought  by or in the  right of the  Registrant,  but only to the
extent  of  defense  and  settlement  expenses  and  not  to  the
satisfaction of a judgment or settlement of the claim itself.  In
such actions,  however, no indemnification  will be made if there
is any  adjudication  of  negligence  or  misconduct,  unless the
court,  in its  discretion,  feels  that in the  light of all the
circumstances indemnification should apply.

                  To the extent any such person is  successful in
the  defense of the  actions  referred  to above,  such person is
entitled   pursuant   to   Section   145  of   Delaware   Law  to
indemnification  as described above.  Section 145 also grants the
power  to  advance   litigation   expenses  upon  receipt  of  an
undertaking  to  repay  such  advances  in the  event no right to
indemnification  is  subsequently  shown. A corporation  may also
obtain  insurance  at its expense to protect  anyone who might be
indemnified,  or has a right to insist on indemnification,  under
the statute.

                  The Registrant has entered into indemnification
agreements with its directors and certain  officers which provide
for  indemnification  to the fullest extent permitted by Delaware
Law, including Section 145 thereof. The Registrant may also enter
into similar  agreements from time to time with future  directors
and/or present or future officers of the Registrant.

Item 7.  Exemption from Registration Claimed

                  Not Applicable.

                               II-2
Item 8.  Exhibits

Exhibit No.           Exhibit
-----------           -------

     4         Instruments   Defining  Rights  of   Stockholders.
               Reference  is  made to  Registrant's  Registration
               Statement  No.  0-15895  on  Form  8-A,  which  is
               incorporated  herein by reference pursuant to Item
               3(c) of this Registration Statement.

     5         Opinion of Brobeck, Phleger & Harrison LLP.

    23.1       Consent  of  Arthur   Andersen  LLP,   Independent
               Accountants.

    23.2       Consent  of  Brobeck,  Phleger &  Harrison  LLP is
               contained in Exhibit 5.

    24.        Power of Attorney.  Reference is made to page II-5
               of this Registration Statement.

    99.1       Digital Microwave Corporation 1994 Stock Incentive
               Plan.

    99.2*      Form of  Notice  of Grant of  Stock  Option  to be
               generally    used   in    connection    with   the
               Discretionary  Option  Grant  Program  of the 1994
               Stock Incentive Plan.

    99.3*      Form of Stock  Option  Agreement  to be  generally
               used in connection with the  Discretionary  Option
               Grant Program of the 1994 Stock Incentive Plan.

    99.4*      Addendum to Stock  Option  Agreement  (Involuntary
               Termination).

    99.5*      Addendum to Stock  Option  Agreement  (Special Tax
               Election).

    99.6*      Addendum to Stock Option Agreement  (Limited Stock
               Appreciation Right).

    99.7*      Addendum  to  Stock  Option  Agreement  (Financial
               Assistance).

    99.8*      Form of Notice of Grant of Automatic  Stock Option
               to  be  generally  used  in  connection  with  the
               Automatic  Option Grant  Program of the 1994 Stock
               Incentive Plan (Initial Grant).

    99.9*      Form of Notice of Grant of Automatic  Stock Option
               to  be  generally  used  in  connection  with  the
               Automatic Option Grant Program of the 1994 Stock
               Incentive Plan (Annual Grant).

    99.10*     Form of  Automatic  Stock  Option  Agreement to be
               generally  used in  connection  with the Automatic
               Option Grant Program of the 1994 Stock Incentive
               Plan.

    99.11*     Form of Stock  Issuance  Agreement to be generally
               used in  connection  with the Stock Fee Program of
               the 1994 Stock Incentive Plan.

    99.12*     Form of Stock  Issuance  Agreement to be generally
               used in connection with the Stock Issuance Program
               of the 1994 Stock Incentive Plan.

    99.13*     Form  of  Addendum  to  Stock  Issuance  Agreement
               (Special Tax Election).

    99.14*     Form  of  Addendum  to  Stock  Issuance  Agreement
               (Involuntary Termination).

--------
    * Exhibits  99.2  through  99.14 are  incorporated  herein by
    reference to Exhibits 99.2 through  99.14,  respectively,  on
    Registrant's  Registration Statement No. 33-85270 on Form S-8
    which was filed with the SEC on October 17, 1994.

Item 9.  Undertakings

                  A.   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, as amended (the
"1933  Act"),  (ii) to  reflect  in the  prospectus  any facts or
events  arising  after the  effective  date of this  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  this   Registration
Statement,  and (iii) to include any  material  information  with
respect to the plan of distribution  not previously  disclosed in
this  Registration  Statement  or any  material  change  to  such
information in this Registration  Statement;  provided,  however,
that  clauses   (1)(i)  and  (1)(ii)   shall  not  apply  if  the
information required to be included in a post-effective amendment
by those paragraphs is contained

                               II-3
in periodic  reports filed by the Registrant  pursuant to Section
13 or  Section  15(d) of the 1934  Act that are  incorporated  by
reference  into  this  Registration  Statement;  (2) that for the
purpose of  determining  any  liability  under the 1933 Act, 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; and
(3) to  remove  from  registration  by means of a  post-effective
amendment any of the  securities  being  registered  which remain
unsold  upon  the  termination  of the  Registrant's  1994  Stock
Incentive Plan.

                  B. The undersigned Registrant hereby undertakes
that,  for purposes of determining  any liability  under the 1933
Act, each filing of the  Registrant's  annual report  pursuant to
Section   13(a)  or  Section  15(d)  of  the  1934  Act  that  is
incorporated by reference into this 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.

                  C. Insofar as  indemnification  for liabilities
arising  under  the  1933  Act  may be  permitted  to  directors,
officers or controlling persons of the Registrant pursuant to the
indemnity provisions summarized in Item 6 above or otherwise, the
Registrant  has been informed that in the opinion of the SEC such
indemnification is against public policy as expressed in the 1933
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 1933 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, as amended,  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 San Jose,
State of California, on this 9th day of February, 1996.

                      DIGITAL MICROWAVE CORPORATION

                      By:   CHARLES KISSNER
                            ---------------------
                            Charles Kissner
                            President, Chief Executive Officer 
                            and Director

                        POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

                  That the undersigned  officers and directors of
DIGITAL MICROWAVE CORPORATION, a Delaware corporation,  do hereby
constitute  and appoint  Charles  Kissner and Carl A. Thomsen and
each of them,  the lawful  attorneys and agents,  with full power
and  authority  to do any and all acts and  things and to execute
any and all instruments which said attorneys and agents,  and any
one of them,  determine may be necessary or advisable or required
to enable said  corporation  to comply with the Securities Act of
1933, as amended, and any rules or regulations or requirements of
the  Securities and Exchange  Commission in connection  with this
Registration  Statement.  Without  limiting the generality of the
foregoing  power and authority,  the powers  granted  include the
power and authority to sign the names of the undersigned officers
and  directors  in  the  capacities   indicated   below  to  this
Registration   Statement,   to  any  and  all  amendments,   both
pre-effective  and   post-effective,   and  supplements  to  this
Registration  Statement,  and  to  any  and  all  instruments  or
documents   filed  as  part  of  or  in  conjunction   with  this
Registration  Statement or amendments or supplements thereof, and
each of the  undersigned  hereby  ratifies  and confirms all that
said attorneys and agents,  or any of them,  shall do or cause to
be done by virtue hereof. This Power of Attorney may be signed in
several counterparts.

                  IN WITNESS WHEREOF, each of the undersigned has
executed this Power of Attorney as of the date indicated.

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

Signatures                Title                       Date
----------                -----                       ----

CHARLES KISSNER           President, Chief            February 9, 1996
---------------           Executive Officer
Charles Kissner           and Director (Principal
                          Executive Officer)

                               II-5
Signatures               Title                        Date
----------               -----                        ----

CARL A. THOMSEN          Vice President and           February 9, 1996
---------------          Chief Financial
Carl A. Thomsen          Officer (Principal Financial
                         and Accounting Officer)

CLIFFORD H. HIGGERSON    Chairman of the              February 9, 1996
---------------------    Board of Directors
Clifford H. Higgerson

RICHARD C. ALBERDING     Director                     February 9, 1996
--------------------
Richard C. Alberding

WILLIAM E. GIBSON        Director                     February 9, 1996
--------------------
William E. Gibson

BILLY B. OLIVER          Director                     February 9, 1996
--------------------
Billy B. Oliver

JAMES MEINDL             Director                     February 9, 1996
--------------------
Dr. James Meindl

                               II-6
SECURITIES AND EXCHANGE COMMISSION
                      WASHINGTON, D.C. 20549

                             EXHIBITS

                                TO

                             FORM S-8

                              UNDER

                      SECURITIES ACT OF 1933

                  DIGITAL MICROWAVE CORPORATION
EXHIBIT INDEX
                          -------------

Exhibit No.                          Exhibit
-----------                          -------

     4         Instruments   Defining  Rights  of   Stockholders.
               Reference  is  made to  Registrant's  Registration
               Statement  No.  0-15895  on  Form  8-A,  which  is
               incorporated  herein by reference pursuant to Item
               3(c) of this Registration Statement.

     5         Opinion of Brobeck, Phleger & Harrison LLP.

    23.1       Consent  of  Arthur   Andersen  LLP,   Independent
               Accountants.

    23.2       Consent  of  Brobeck,  Phleger &  Harrison  LLP is
               contained in Exhibit 5.

    24.        Power of Attorney.  Reference is made to page II-5
               of this Registration Statement.

    99.1       Digital Microwave Corporation 1994 Stock Incentive
               Plan.

    99.2*      Form of  Notice  of Grant of  Stock  Option  to be
               generally    used   in    connection    with   the
               Discretionary  Option  Grant  Program  of the 1994
               Stock Incentive Plan.

    99.3*      Form of Stock  Option  Agreement  to be  generally
               used in connection with the  Discretionary  Option
               Grant Program of the 1994 Stock Incentive Plan.

    99.4*      Addendum to Stock  Option  Agreement  (Involuntary
               Termination).

    99.5*      Addendum to Stock  Option  Agreement  (Special Tax
               Election).

    99.6*      Addendum to Stock Option Agreement  (Limited Stock
               Appreciation Right).

    99.7*      Addendum  to  Stock  Option  Agreement  (Financial
               Assistance).

    99.8*      Form of Notice of Grant of Automatic  Stock Option
               to  be  generally  used  in  connection  with  the
               Automatic  Option Grant  Program of the 1994 Stock
               Incentive Plan (Initial Grant).

    99.9*      Form of Notice of Grant of Automatic  Stock Option
               to  be  generally  used  in  connection  with  the
               Automatic Option Grant Program of the 1994 Stock
               Incentive Plan (Annual Grant).

    99.10*     Form of  Automatic  Stock  Option  Agreement to be
               generally  used in  connection  with the Automatic
               Option Grant Program of the 1994 Stock Incentive
               Plan.

    99.11*     Form of Stock  Issuance  Agreement to be generally
               used in  connection  with the Stock Fee Program of
               the 1994 Stock Incentive Plan.

    99.12*     Form of Stock  Issuance  Agreement to be generally
               used in connection with the Stock Issuance Program
               of the 1994 Stock Incentive Plan.

    99.13*     Form  of  Addendum  to  Stock  Issuance  Agreement
               (Special Tax Election).

    99.14*     Form  of  Addendum  to  Stock  Issuance  Agreement
               (Involuntary Termination).

--------
    * Exhibits  99.2  through  99.14 are  incorporated  herein by
    reference to Exhibits 99.1 through  99.14,  respectively,  on
    Registrant's  Registration Statement No. 33-85270 on Form S-8
    which was filed with the SEC on October 17, 1994.
EXHIBIT 4

           Instruments Defining Rights of Stockholders.
          Reference is made to Registrant's Registration
           Statement No. 0-15895 on Form 8-A, which is
        incorporated herein by reference pursuant to Item
               3(c) of this Registration Statement.