<PAGE>
As filed with the  Securities  and  Exchange  Commission  on  November  24, 1998
                                                      Registration No. 333-34193

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                              ---------------------
                         POST-EFFECTIVE AMENDMENT NO. 1
                                       to
                                    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) 501-4015                                 (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 (2)
----------------------   -----------  -------------  ------------  ------------

Common Stock, par value   2,000,000(3)     $6.75     $8,160,000      $2,461.41
$.01 per share
------------------------ ------------  ------------- ------------  -------------

     (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 August 20, 1997, as to the 1,000,000  shares of Common
Stock registered upon the initial filing of this Registration Statement;  and on
November 24, 1998, as to the 1,000,000  shares of Common Stock being  registered
upon  the  filing  of  Post-Effective  Amendment  No.  1  to  this  Registration
Statement.

     (2) A registration fee in the amount of $2,045.46 was paid upon the initial
filing of this  Registration  Statement on August 22, 1997. The remainder of the
indicated registration fee is being paid with respect to the 1,000,000 shares of
Common Stock being registered upon the filing of Post-Effective  Amendment No. 1
to this Registration Statement.

     (3)  1,000,000  shares of Common Stock  issuable  pursuant to the Plan were
registered  with the  Commission  upon the initial  filing of this  Registration
Statement  on August  22,  1997.  The  2,000,000  shares of Common  Stock  being
registered  are  issuable  pursuant  to The  1997  Stock  Option  Plan of  Elcom
International, Inc. (the "Plan").
<PAGE>



     The Registration  Statement on Form S-8  (Registration  No. 333-34193) (the
"Registration  Statement")  is being amended for the purpose of  registering  an
additional  1,000,000 shares of Common Stock, par value $.01 per share, of Elcom
International,  Inc.  issuable upon the exercise of options granted  pursuant to
The 1997 Stock  Option  Plan of Elcom  International,  Inc.  (the  "Plan").  The
information provided in Part II of the Registration  Statement is hereby amended
to read as follows:

                                    "PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3. Incorporation of Certain Documents by Reference.

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

     1.   The Company's Annual Report on Form 10-K for the year ended 
          December 31,1997;
     
     2.   Amendment  No. 1 to the  Company's  Annual Report on Form 10-K for the
          year ended December 31, 1997;
     
     3.   The Company's  Quarterly  Reports on Form 10-Q for the quarters ended
          March 31, 1998, June 30, 1998, and September 30, 1998.
     
     4.   The Company's Current Reports on Form 8-K dated December 12, 1997, and
          June 2, 1998;

     5.   The  Company's  Definitive  Proxy  Statement  used in  connection  
          with the Company's Annual Meeting of Stockholders held on April 28,
          1998; and
         
     6.   The  description  of the Company's  Common Stock,  par value $.01 per
          share (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  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.

     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

                                      II-1
<PAGE>

Registration  Statement  to  the  extent  that a  statement  contained  in  this
Registration  Statement or in any other subsequently filed document that also is
or is deemed to be  incorporated  by  reference in this  Registration  Statement
modifies  or  supersedes  such  statement.  Any such  statement  so  modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute a part of this Registration Statement.
Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

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

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

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

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

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

                                      II-2
<PAGE>

Company. Although the Company does not currently have such insurance, it intends
to evaluate the acquisition of such coverage.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

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

Item 9.  Undertakings.

         (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;
                    
                    (ii) to  reflect  in the  prospectus  any  facts  or  events
               arising  after the effective  date of the  Registration Statement
               (or the most recent  post-effective  amendment thereof),  which,
               individually or in the aggregate, represents a fundamental change
               in the information set forth in the Registration Statement;
                           

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

          provided,  however,  that  paragraphs  (a)(1)(i) and (a)(1)(ii) do not
          apply if the Registration Statement is on Form S-3 or Form S-8 and the
          information  required to be included in a post-effective  amendment by
          those  paragraphs  is  contained  in  periodic  reports  filed  by the
          Registrant  pursuant to Section 13 or Section 15(d) of the  Securities
          Exchange  Act of  1934  that  are  incorporated  by  reference  in the
          Registration Statement.

               (2) That,for the purpose of determining  any liability  under the
          Securities Act of 1933,  each such  post-effective  amendment shall be
          deemed to be a new registration  statement  relating to the securities
          offered  therein,  and the  offering of such  securities  at that time
          shall be deemed to be the initial bona fide offering  thereof.


               (3) To  remove  from  registration  by means of a  post-effective
          amendment any of the securities  being  registered which remain unsold
          at the termination of the offering.

          (b) The undersigned  Registrant hereby undertakes that,for purposes of
     determining  any liability under the Securities Act of 1933, each filing of
     the Registrant's annual report pursuant to Section 13(a) or Section 15(d)of
     the Securities  Exchange Act of 1934 that is  incorporated  by reference in
     this  Registration  Statement  shall  be  deemed  to be a new  registration
     statement  relating to the securities

                                      II-3
<PAGE>

offered herein, 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 Securities
Act of 1933 may be permitted to Directors,  officers and controlling  persons of
the Company pursuant to the foregoing provisions,  or otherwise, the Company has
been advised that in the opinion of the Securities and Exchange  Commission such
indemnification  is against  public policy as expressed in the Securities Act of
1933  and  is,  therefore,   unenforceable.  In  the  event  that  a  claim  for
indemnification  against such liabilities (other than the payment by the Company
of expenses incurred or paid by a Director, officer or controlling person of the
Company in the successful defense of any action, suit or proceeding) is asserted
against  the  Company  by  such  Director,  officer  or  controlling  person  in
connection with the securities being registered, the Company 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  Securities
Act of 1933 and will be governed by the final adjudication of such issue."

                                      II-4
<PAGE>


                                   SIGNATURES


     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Norwood, State of Massachusetts,  on the 24th day of
November, 1998. 

                                   ELCOM INTERNATIONAL, INC.


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


                                      II-5

<PAGE>

     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 November 24, 1998.

            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,
Laurence F. Mulhern                Chief 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

/s/  James G. Jameson              Director
James G. Jameson

                  
* The undersigned, by signing his name herto, does herby sign this Statement
No. 1 on behalf of the above-named Directors of Elcom International, Inc. 
pursuant to a Power of Attorney ececuted on behalf of such Directors and
executive officers and which has been filed with the Securities and Exchange
Commission.


/s/Laurence F. Mulhern
Laurence F. Mulhern
Attorney-in-Fact

                                      II-6
<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) 

     4.8        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)

     4.9        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)

     4.10       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)

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

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

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

     4.15       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)

     4.16       Form of Lantec Warrant Agreement,  dated June 22, 1995 (2), with
                attached list of holders and number of warrants held. (5)

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

                                      E-1
<PAGE>


     4.18       The 1997 Stock Option Plan of Elcom International, Inc., (6) and
                Amendment One thereto. (7)

     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).

    24.1        Power of Attorney and related certified resolution. (y)

(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.

(x)  Filed herewith.

(y)  Previously filed.

                                      E-2
[{"type": "S-8", "sequence": "1", "description": "ELCOM INTERNATIONAL 1997 STOCK OPTION PLAN", "secsgml_size_bytes": 22083}]
{"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": "333-67927", "film-number": "98759071"}, "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  November  24, 1998
                                                      Registration No. 333-34193

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                              ---------------------
                         POST-EFFECTIVE AMENDMENT NO. 1
                                       to
                                    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) 501-4015                                 (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 (2)
----------------------   -----------  -------------  ------------  ------------

Common Stock, par value   2,000,000(3)     $6.75     $8,160,000      $2,461.41
$.01 per share
------------------------ ------------  ------------- ------------  -------------

     (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 August 20, 1997, as to the 1,000,000  shares of Common
Stock registered upon the initial filing of this Registration Statement;  and on
November 24, 1998, as to the 1,000,000  shares of Common Stock being  registered
upon  the  filing  of  Post-Effective  Amendment  No.  1  to  this  Registration
Statement.

     (2) A registration fee in the amount of $2,045.46 was paid upon the initial
filing of this  Registration  Statement on August 22, 1997. The remainder of the
indicated registration fee is being paid with respect to the 1,000,000 shares of
Common Stock being registered upon the filing of Post-Effective  Amendment No. 1
to this Registration Statement.

     (3)  1,000,000  shares of Common Stock  issuable  pursuant to the Plan were
registered  with the  Commission  upon the initial  filing of this  Registration
Statement  on August  22,  1997.  The  2,000,000  shares of Common  Stock  being
registered  are  issuable  pursuant  to The  1997  Stock  Option  Plan of  Elcom
International, Inc. (the "Plan").
The Registration  Statement on Form S-8  (Registration  No. 333-34193) (the
"Registration  Statement")  is being amended for the purpose of  registering  an
additional  1,000,000 shares of Common Stock, par value $.01 per share, of Elcom
International,  Inc.  issuable upon the exercise of options granted  pursuant to
The 1997 Stock  Option  Plan of Elcom  International,  Inc.  (the  "Plan").  The
information provided in Part II of the Registration  Statement is hereby amended
to read as follows:

                                    "PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Certain Documents by Reference.

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

     1.   The Company's Annual Report on Form 10-K for the year ended 
          December 31,1997;
     
     2.   Amendment  No. 1 to the  Company's  Annual Report on Form 10-K for the
          year ended December 31, 1997;
     
     3.   The Company's  Quarterly  Reports on Form 10-Q for the quarters ended
          March 31, 1998, June 30, 1998, and September 30, 1998.
     
     4.   The Company's Current Reports on Form 8-K dated December 12, 1997, and
          June 2, 1998;

     5.   The  Company's  Definitive  Proxy  Statement  used in  connection  
          with the Company's Annual Meeting of Stockholders held on April 28,
          1998; and
         
     6.   The  description  of the Company's  Common Stock,  par value $.01 per
          share (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  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.

     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

                                      II-1
Registration  Statement  to  the  extent  that a  statement  contained  in  this
Registration  Statement or in any other subsequently filed document that also is
or is deemed to be  incorporated  by  reference in this  Registration  Statement
modifies  or  supersedes  such  statement.  Any such  statement  so  modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute a part of this Registration Statement.
Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

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

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

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

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

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

                                      II-2
Company. Although the Company does not currently have such insurance, it intends
to evaluate the acquisition of such coverage.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

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

Item 9.  Undertakings.

         (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;
                    
                    (ii) to  reflect  in the  prospectus  any  facts  or  events
               arising  after the effective  date of the  Registration Statement
               (or the most recent  post-effective  amendment thereof),  which,
               individually or in the aggregate, represents a fundamental change
               in the information set forth in the Registration Statement;
                           

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

          provided,  however,  that  paragraphs  (a)(1)(i) and (a)(1)(ii) do not
          apply if the Registration Statement is on Form S-3 or Form S-8 and the
          information  required to be included in a post-effective  amendment by
          those  paragraphs  is  contained  in  periodic  reports  filed  by the
          Registrant  pursuant to Section 13 or Section 15(d) of the  Securities
          Exchange  Act of  1934  that  are  incorporated  by  reference  in the
          Registration Statement.

               (2) That,for the purpose of determining  any liability  under the
          Securities Act of 1933,  each such  post-effective  amendment shall be
          deemed to be a new registration  statement  relating to the securities
          offered  therein,  and the  offering of such  securities  at that time
          shall be deemed to be the initial bona fide offering  thereof.

               (3) To  remove  from  registration  by means of a  post-effective
          amendment any of the securities  being  registered which remain unsold
          at the termination of the offering.

          (b) The undersigned  Registrant hereby undertakes that,for purposes of
     determining  any liability under the Securities Act of 1933, each filing of
     the Registrant's annual report pursuant to Section 13(a) or Section 15(d)of
     the Securities  Exchange Act of 1934 that is  incorporated  by reference in
     this  Registration  Statement  shall  be  deemed  to be a new  registration
     statement  relating to the securities

                                      II-3
offered herein, 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 Securities
Act of 1933 may be permitted to Directors,  officers and controlling  persons of
the Company pursuant to the foregoing provisions,  or otherwise, the Company has
been advised that in the opinion of the Securities and Exchange  Commission such
indemnification  is against  public policy as expressed in the Securities Act of
1933  and  is,  therefore,   unenforceable.  In  the  event  that  a  claim  for
indemnification  against such liabilities (other than the payment by the Company
of expenses incurred or paid by a Director, officer or controlling person of the
Company in the successful defense of any action, suit or proceeding) is asserted
against  the  Company  by  such  Director,  officer  or  controlling  person  in
connection with the securities being registered, the Company 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  Securities
Act of 1933 and will be governed by the final adjudication of such issue."

                                      II-4
SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Norwood, State of Massachusetts,  on the 24th day of
November, 1998. 

                                   ELCOM INTERNATIONAL, INC.

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

                                      II-5
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 November 24, 1998.

            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,
Laurence F. Mulhern                Chief 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

/s/  James G. Jameson              Director
James G. Jameson

                  
* The undersigned, by signing his name herto, does herby sign this Statement
No. 1 on behalf of the above-named Directors of Elcom International, Inc. 
pursuant to a Power of Attorney ececuted on behalf of such Directors and
executive officers and which has been filed with the Securities and Exchange
Commission.

/s/Laurence F. Mulhern
Laurence F. Mulhern
Attorney-in-Fact

                                      II-6
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) 

     4.8        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)

     4.9        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)

     4.10       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)

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

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

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

     4.15       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)

     4.16       Form of Lantec Warrant Agreement,  dated June 22, 1995 (2), with
                attached list of holders and number of warrants held. (5)

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

                                      E-1
4.18       The 1997 Stock Option Plan of Elcom International, Inc., (6) and
                Amendment One thereto. (7)

     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).

    24.1        Power of Attorney and related certified resolution. (y)

(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.

(x)  Filed herewith.

(y)  Previously filed.

                                      E-2