As filed with the Securities and Exchange Commission on July 19, 1996

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                       ----------------------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                               TELEPAD CORPORATION
               --------------------------------------------------
               (Exact Name of Issuer as Specified in Its Charter)


            Delaware                                      52-1680936
- -------------------------------                       -------------------
(State or Other Jurisdiction of                        (I.R.S. Employer
 Incorporation or Organization)                       Identification No.)


380 Herndon Parkway, Suite 1900, Herndon, Virginia           22070
- --------------------------------------------------        ------------
  (Address of Principal Executive Offices)                 (Zip Code)


                   Amended and Restated 1993 Stock Option Plan
         ---------------------------------------------------------------
                            (Full Title of the Plan)


                              Mr. Donald W. Barrett
                               TELEPAD CORPORATION
                         380 Herndon Parkway, Suite 1900
                             Herndon, Virginia 22070
         ---------------------------------------------------------------
                       (Name Address of Agent for Service)


                                 (703) 834-9000
         ---------------------------------------------------------------
          (Telephone Number, Including Area Code, of Agent for Service)


Approximate date of proposed sale to the public: As soon as practicable and from
time to time after the effective date of this Registration Statement.
<TABLE>

                                                              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
======================================================================================================================
<S>                               <C>                   <C>                      <C>                      <C>       
Common Stock,                     200,000 shares        $1.7500 (3)              $   350,000 (3)          $   120.70
$.01 par value                      7,500 shares        $1.8125 (3)              $    13,594 (3)          $     4.69
                                   10,000 shares        $2.5625 (3)              $    25,625 (3)          $     8.84
                                    2,500 shares        $2.6250 (3)              $     6,563 (3)          $     2.26
                                    7,500 shares        $2.8750 (3)              $    21,563 (3)          $     7.44
                                    7,500 shares        $3.1875 (3)              $    23,906 (3)          $     8.24
                                    7,500 shares        $3.3125 (3)              $    24,844 (3)          $     8.57
                                  424,000 shares        $3.8125 (3)              $ 1,616,500 (3)          $   557.41
                                   20,000 shares        $4.8750 (3)              $    97,500 (3)          $    33.62
                                    2,500 shares        $5.1250 (3)              $    12,813 (3)          $     4.42
                                   80,000 shares        $5.2500 (3)              $   420,000 (3)          $   144.83
                                   40,000 shares        $5.3125 (3)              $   212,500 (3)          $    73.28
                                  132,500 shares        $6.5625 (3)              $   869,531 (3)          $   299.84
                                   10,000 shares        $6.6250 (3)              $    66,250 (3)          $    22.85
                                    7,500 shares        $6.6875 (3)              $    50,156 (3)          $    17.30
                                    1,000 shares        $6.8750 (3)              $     6,875 (3)          $     2.37
                                    7,500 shares        $6.9375 (3)              $    52,031 (3)          $    17.94
                                    7,500 shares        $7.5000 (3)              $    56,250 (3)          $    19.40
======================================================================================================================
Total                             975,000 shares                                 $ 3,926,501              $ 1,354.00
======================================================================================================================
</TABLE>

<PAGE>

(1)      In addition,  pursuant to rule 416(c) under the Securities Act of 1933,
         this  registration  statement  also covers an  indeterminate  amount of
         interests to be offered or sold  pursuant to the employee  benefit plan
         described herein.
(2)      Estimated solely for purposes of calculating the registration fee.
(3)      Based, pursuant to Rule 457(h), on the exercise price of the related 
         option.

                                                           
                                                       

<PAGE>



                                     PART II


               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.           INCORPORATION OF DOCUMENTS BY REFERENCE.

                  The Annual Report on Form 10-KSB of TelePad  Corporation  (the
"Company") for the fiscal year ended December 31, 1995 heretofore filed with the
Securities and Exchange  Commission (the "SEC") pursuant to Section 13(a) of the
Securities  Exchange Act of 1934, as amended (the "Exchange Act"), the Quarterly
Report on Form 10-QSB for the quarter  ended March 31, 1996 and the  description
of the  Company's  Common  Stock  incorporated  by  reference  in the  Company's
Registration  Statement on Form 8-A filed on June 14,  1993,  under the Exchange
Act,  including  any  amendment or report filed for the purpose of updating such
description,  and all other reports  heretofore filed by the Company pursuant to
Sections  13(a)  or  15(d) of the  Exchange  Act  since  December  31,  1995 are
incorporated herein by reference.

                  All  documents  filed  subsequent  to the filing  date of this
Registration  Statement with the SEC by the Company  pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a  post-effective
amendment  which  indicates  that all  securities  offered by this  Registration
Statement  have  been  sold or  which  de-registers  all  such  securities  then
remaining  unsold,  shall be  deemed to be  incorporated  by  reference  in this
Registration  Statement  and to be a part  hereof from the date of the filing of
such documents.  Any statement contained in a document incorporated or deemed to
be incorporated herein by reference 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, or is
deemed to be,  incorporated  by reference  herein  modifies or  supersedes  such
statement.  Any statement so modified or superseded shall not be deemed,  except
as so  modified  or  superseded,  to  constitute  a part  of  this  Registration
Statement, except as indicated herein.

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  General  Corporation  Law of the State of
Delaware  permits  indemnification  of  directors,  officers  and  employees  of
corporations  under certain  conditions and subject to certain  limitations.  In
addition,  Section  102(b)(7)  of the  General  Corporation  Law of the State of
Delaware  permits a corporation  to provide,  in its articles of  incorporation,
that directors shall not have liability to the  corporation or its  stockholders
for monetary damages for breach of fiduciary duty, subject to certain prescribed
exceptions. Article Eleventh of the Second Restated Certificate of Incorporation
of the  Company  contains  provisions  for  the  indemnification  of  directors,
officers  and  employees  within the  limitations  permitted  by Section 145. In
addition,  Article Sixth of the Second Restated  Certificate of Incorporation of
the Company  provides for the limitation on the personal  liability of directors
permitted by Section 102(b)(7), subject to the exceptions required thereby.



                                                           
                                       -3-

<PAGE>



Item 7.           EXEMPTION FROM REGISTRATION CLAIMED.

                  Not applicable.

Item 8.             EXHIBITS.

4.1                 Second Restated Certificate of Incorporation of the Company.
                    (Incorporated   by   reference   to   Exhibit   3.1  to  the
                    Registrant's  Registration  Statement on Form SB-2, File No.
                    33-61328.)

4.2                 Amendment to Second Restated Certificate of Incorporation of
                    the  Company.  (Incorporated  by reference to Exhibit 3.2 to
                    the Registrant's Registration Statement  on  Form SB-2, File
                    No. 33-61328.)

4.3                 Amendment to Second Restated Certificate of Incorporation of
                    the  Company.  (Incorporated  by reference to Exhibit 3.3 to
                    the Registrant's Registration Statement on  Form  SB-2, File
                    No. 33-90378.)

4.4                 Form of By-Laws of the Company.(Incorporated by reference to
                    Exhibit 3.3 to the  Registrant's  Registration  Statement on
                    Form SB-2, File No. 33-61328.)

*5.1                Opinion  of Parker  Chapin  Flattau  &  Klimpl, LLP, counsel
                    to the Company, as to the legality of the Common Stock being
                    registered.

*23.1               Consent of Ernst & Young LLP, independent auditors.

*23.2               Consent of Parker Chapin  Flattau & Klimpl, LLP (included in
                    the opinion filed as Exhibit 5.1 hereto).

*24.1               Powers of Attorney of certain  officers and directors of the
                    Company (included on the signature page of this Registration
                    Statement).

99.1                Amended and Restated 1993 Stock Option Plan, as Amended, of 
                    the Company.  (Incorporated by reference to Exhibit 10.20 to
                    the  Registrant's  Annual Report on Form 10-KSB for the year
                    ended December 31, 1994).

- -------------------------
*Filed herewith.

                                                           
                                                        -4-

<PAGE>



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

                  (iii) To include any material  information with respect to the
plan of distribution not previously disclosed in this Registration  Statement or
any material change to such information in this 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 with or furnished to the  Commission  by the  Registrant
pursuant to Section 13 or 15(d) of the Securities  Exchange Act of 1934 that are
incorporated by reference in the Registration Statement.

         (2) That,  for the  purpose  of  determining  any  liability  under the
Securities Act of 1933 (the "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.

         (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) Insofar as  indemnification  for liabilities  arising under the Act
may  be  permitted  to  directors,  officers  and  controlling  persons  of  the
registrant pursuant to the foregoing  provisions,  or otherwise,  the registrant
has been advised that in the opinion of the Securities and Exchange  Commission,
such  indemnification  is against  public policy as expressed in the Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.



                                                           
                                       -5-

<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 Herndon,  State of Virginia,  on the 8th day of
July, 1996.

                                     TELEPAD CORPORATION

                                     By   /s/Donald W. Barrett
                                        ----------------------------------------
                                     Donald W. Barrett, Chairman of the Board of
                                     Directors and Chief Executive Officer



                                POWER OF ATTORNEY

                  KNOW ALL PERSONS BY THESE  PRESENTS,  that each  person  whose
signature  appears below does hereby  constitute  and appoint Donald W. Barrett,
Ronald C. Oklewicz,  and Joseph J. Elkins,  and each and either one of them, his
true and lawful  attorney-in-fact and agent, with full power of substitution and
resubstitution,  for  him  and in his  name,  place  and  stead,  in any and all
capacities,  to sign  any and all  amendments  (including,  without  limitation,
post-effective amendments) to this registration statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange  Commission,  granting unto said  attorneys-in-fact  and
agents,  and each of them,  full power and  authority to do and perform each and
every  act and  thing  requisite  and  necessary  to be done  in and  about  the
premises,  as  fully  to all  intents  and  purposes  as he might or could do in
person,  hereby  ratifying and  confirming all that said  attorneys-in-fact  and
agents or any of them, or their or his substitute or  substitutes,  may lawfully
do or cause to be done by virtue hereof.

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

          Signature                         Title                      Date
          ---------                         -----                      -----

                                                   
/s/ Donald W. Barrett
- -----------------------------      Chief Executive Officer          July 8, 1996
Donald W. Barrett                  and Chairman of the
                                   Board of Directors
                                   (Principal Executive
                                   Officer)

/s/  Ronald C. Oklewicz
- -----------------------------      President, Chief                 July 8, 1996
Ronald C. Oklewicz                 Operating Officer and
                                   Director

/s/  Robert D. Russell
- -----------------------------      Chief Financial Officer          July 8, 1996
Robert D. Russell                  (Principal Financial and
                                   Accounting Officer)

/s/  John P. Diesel
- ----------------------------       Director                        July 10, 1996
John P. Diesel


                                                             

<PAGE>

/s/  Sydney J. Dankman
- -----------------------------      Director                         July 8, 1996
Sydney J. Dankman

/s/  E. Donald Shapiro
- -----------------------------      Director                        July 11, 1996
E. Donald Shapiro

/s/  John M. Toups
- -----------------------------      Director                        July 10, 1996
John M. Toups

/s/  Alan B. Salisbury
- -----------------------------      Director                        July 11, 1996
Alan B. Salisbury




<PAGE>
                                                           






================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


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


                                    EXHIBITS
                                       to
                       REGISTRATION STATEMENT ON FORM S-8


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


                               TELEPAD CORPORATION



================================================================================






                                                           

<PAGE>



                                  EXHIBIT INDEX



Exhibits                                                                Page No.


4.1       Second Restated Certificate of Incorporation of
          the Company.  (Incorporated by reference to Exhibit
          3.1 to the Registrant's Registration Statement on 
          Form SB-2, File No. 33-61328.)

4.2       Amendment to Second Restated Certificate of Incorporation
          of the Company.  (Incorporated by reference to Exhibit 
          3.2 to the Registrant's Registration Statement on Form 
          SB-2, File No. 33-61328.)

4.3       Amendment to Second Restated Certificate of Incorporation
          of the Company.  (Incorporated by reference to Exhibit 3.3
          to the Registrant's Registration Statement on Form SB-2,
          File No. 33-90378.)

4.4       Form of By-Laws of the Company. (Incorporated by reference
          to Exhibit 3.3 to the Registrant's Registration Statement
          on Form SB-2, File No. 33-61328.)

*5.1      Opinion of Parker Chapin Flattau & Klimpl, LLP, counsel to
          the Company, as to the legality of the Common Stock being   
          registered.

*23.1     Consent of Ernst & Young LLP, independent auditors.

*23.2     Consent of Parker Chapin Flattau & Klimpl, LLP (included in the
          opinion  filed as Exhibit 5.1 hereto).

*24.1     Powers of Attorney of certain officers and directors of the
          Company (included on the signature page of this Registration
          Statement).

99.1      Amended and Restated 1993 Stock Option Plan, as Amended, of
          the Company. (Incorporated by reference to Exhibit 10.20 to
          the Registrant's Annual Report on Form 10-KSB for the year
          ended December 31, 1994).


- ---------------------------
*Filed herewith.
[{"type": "S-8", "sequence": "1", "description": "AMENDED AND RESTATED 1993 STOCK OPTION PLAN", "secsgml_size_bytes": 22309}]
{"company-data": {"conformed-name": "TELEPAD CORP", "cik": "0000892038", "assigned-sic": "3571", "irs-number": "521680936", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-08473", "film-number": "96596914"}, "business-address": {"street1": "380 HERNDON PKWY", "street2": "STE 1900", "city": "HERNDON", "state": "VA", "zip": "22070", "phone": "7038349000"}, "mail-address": {"street1": "380 HERNDON PKWY SUITE 1900", "city": "HERNDON", "state": "VA", "zip": "22070"}}
As filed with the Securities and Exchange Commission on July 19, 1996

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                       ----------------------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                               TELEPAD CORPORATION
               --------------------------------------------------
               (Exact Name of Issuer as Specified in Its Charter)

            Delaware                                      52-1680936
- -------------------------------                       -------------------
(State or Other Jurisdiction of                        (I.R.S. Employer
 Incorporation or Organization)                       Identification No.)

380 Herndon Parkway, Suite 1900, Herndon, Virginia           22070
- --------------------------------------------------        ------------
  (Address of Principal Executive Offices)                 (Zip Code)

                   Amended and Restated 1993 Stock Option Plan
         ---------------------------------------------------------------
                            (Full Title of the Plan)

                              Mr. Donald W. Barrett
                               TELEPAD CORPORATION
                         380 Herndon Parkway, Suite 1900
                             Herndon, Virginia 22070
         ---------------------------------------------------------------
                       (Name Address of Agent for Service)

                                 (703) 834-9000
         ---------------------------------------------------------------
          (Telephone Number, Including Area Code, of Agent for Service)

Approximate date of proposed sale to the public: As soon as practicable and from
time to time after the effective date of this Registration Statement.

                                                              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
======================================================================================================================
Common Stock,                     200,000 shares        $1.7500 (3)              $   350,000 (3)          $   120.70
$.01 par value                      7,500 shares        $1.8125 (3)              $    13,594 (3)          $     4.69
                                   10,000 shares        $2.5625 (3)              $    25,625 (3)          $     8.84
                                    2,500 shares        $2.6250 (3)              $     6,563 (3)          $     2.26
                                    7,500 shares        $2.8750 (3)              $    21,563 (3)          $     7.44
                                    7,500 shares        $3.1875 (3)              $    23,906 (3)          $     8.24
                                    7,500 shares        $3.3125 (3)              $    24,844 (3)          $     8.57
                                  424,000 shares        $3.8125 (3)              $ 1,616,500 (3)          $   557.41
                                   20,000 shares        $4.8750 (3)              $    97,500 (3)          $    33.62
                                    2,500 shares        $5.1250 (3)              $    12,813 (3)          $     4.42
                                   80,000 shares        $5.2500 (3)              $   420,000 (3)          $   144.83
                                   40,000 shares        $5.3125 (3)              $   212,500 (3)          $    73.28
                                  132,500 shares        $6.5625 (3)              $   869,531 (3)          $   299.84
                                   10,000 shares        $6.6250 (3)              $    66,250 (3)          $    22.85
                                    7,500 shares        $6.6875 (3)              $    50,156 (3)          $    17.30
                                    1,000 shares        $6.8750 (3)              $     6,875 (3)          $     2.37
                                    7,500 shares        $6.9375 (3)              $    52,031 (3)          $    17.94
                                    7,500 shares        $7.5000 (3)              $    56,250 (3)          $    19.40
======================================================================================================================
Total                             975,000 shares                                 $ 3,926,501              $ 1,354.00
======================================================================================================================
(1)      In addition,  pursuant to rule 416(c) under the Securities Act of 1933,
         this  registration  statement  also covers an  indeterminate  amount of
         interests to be offered or sold  pursuant to the employee  benefit plan
         described herein.
(2)      Estimated solely for purposes of calculating the registration fee.
(3)      Based, pursuant to Rule 457(h), on the exercise price of the related 
         option.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           INCORPORATION OF DOCUMENTS BY REFERENCE.

                  The Annual Report on Form 10-KSB of TelePad  Corporation  (the
"Company") for the fiscal year ended December 31, 1995 heretofore filed with the
Securities and Exchange  Commission (the "SEC") pursuant to Section 13(a) of the
Securities  Exchange Act of 1934, as amended (the "Exchange Act"), the Quarterly
Report on Form 10-QSB for the quarter  ended March 31, 1996 and the  description
of the  Company's  Common  Stock  incorporated  by  reference  in the  Company's
Registration  Statement on Form 8-A filed on June 14,  1993,  under the Exchange
Act,  including  any  amendment or report filed for the purpose of updating such
description,  and all other reports  heretofore filed by the Company pursuant to
Sections  13(a)  or  15(d) of the  Exchange  Act  since  December  31,  1995 are
incorporated herein by reference.

                  All  documents  filed  subsequent  to the filing  date of this
Registration  Statement with the SEC by the Company  pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a  post-effective
amendment  which  indicates  that all  securities  offered by this  Registration
Statement  have  been  sold or  which  de-registers  all  such  securities  then
remaining  unsold,  shall be  deemed to be  incorporated  by  reference  in this
Registration  Statement  and to be a part  hereof from the date of the filing of
such documents.  Any statement contained in a document incorporated or deemed to
be incorporated herein by reference 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, or is
deemed to be,  incorporated  by reference  herein  modifies or  supersedes  such
statement.  Any statement so modified or superseded shall not be deemed,  except
as so  modified  or  superseded,  to  constitute  a part  of  this  Registration
Statement, except as indicated herein.

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  General  Corporation  Law of the State of
Delaware  permits  indemnification  of  directors,  officers  and  employees  of
corporations  under certain  conditions and subject to certain  limitations.  In
addition,  Section  102(b)(7)  of the  General  Corporation  Law of the State of
Delaware  permits a corporation  to provide,  in its articles of  incorporation,
that directors shall not have liability to the  corporation or its  stockholders
for monetary damages for breach of fiduciary duty, subject to certain prescribed
exceptions. Article Eleventh of the Second Restated Certificate of Incorporation
of the  Company  contains  provisions  for  the  indemnification  of  directors,
officers  and  employees  within the  limitations  permitted  by Section 145. In
addition,  Article Sixth of the Second Restated  Certificate of Incorporation of
the Company  provides for the limitation on the personal  liability of directors
permitted by Section 102(b)(7), subject to the exceptions required thereby.

                                                           
                                       -3-
Item 7.           EXEMPTION FROM REGISTRATION CLAIMED.

                  Not applicable.

Item 8.             EXHIBITS.

4.1                 Second Restated Certificate of Incorporation of the Company.
                    (Incorporated   by   reference   to   Exhibit   3.1  to  the
                    Registrant's  Registration  Statement on Form SB-2, File No.
                    33-61328.)

4.2                 Amendment to Second Restated Certificate of Incorporation of
                    the  Company.  (Incorporated  by reference to Exhibit 3.2 to
                    the Registrant's Registration Statement  on  Form SB-2, File
                    No. 33-61328.)

4.3                 Amendment to Second Restated Certificate of Incorporation of
                    the  Company.  (Incorporated  by reference to Exhibit 3.3 to
                    the Registrant's Registration Statement on  Form  SB-2, File
                    No. 33-90378.)

4.4                 Form of By-Laws of the Company.(Incorporated by reference to
                    Exhibit 3.3 to the  Registrant's  Registration  Statement on
                    Form SB-2, File No. 33-61328.)

*5.1                Opinion  of Parker  Chapin  Flattau  &  Klimpl, LLP, counsel
                    to the Company, as to the legality of the Common Stock being
                    registered.

*23.1               Consent of Ernst & Young LLP, independent auditors.

*23.2               Consent of Parker Chapin  Flattau & Klimpl, LLP (included in
                    the opinion filed as Exhibit 5.1 hereto).

*24.1               Powers of Attorney of certain  officers and directors of the
                    Company (included on the signature page of this Registration
                    Statement).

99.1                Amended and Restated 1993 Stock Option Plan, as Amended, of 
                    the Company.  (Incorporated by reference to Exhibit 10.20 to
                    the  Registrant's  Annual Report on Form 10-KSB for the year
                    ended December 31, 1994).

- -------------------------
*Filed herewith.

                                                           
                                                        -4-
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,
represent a fundamental  change in the information set forth in the Registration
Statement.  Notwithstanding the foregoing, any increase or decrease in volume of
securities  offered (if the total dollar value of  securities  offered would not
exceed that which was  registered) and any deviation from the low or high end of
the estimated  maximum offering range may be reflected in the form of prospectus
filed with the  Commission  pursuant  to Rule 424(b) if, in the  aggregate,  the
changes in volume and price  represent  no more than a 20 percent  change in the
maximum  aggregate  offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement.

                  (iii) To include any material  information with respect to the
plan of distribution not previously disclosed in this Registration  Statement or
any material change to such information in this 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 with or furnished to the  Commission  by the  Registrant
pursuant to Section 13 or 15(d) of the Securities  Exchange Act of 1934 that are
incorporated by reference in the Registration Statement.

         (2) That,  for the  purpose  of  determining  any  liability  under the
Securities Act of 1933 (the "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.

         (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) Insofar as  indemnification  for liabilities  arising under the Act
may  be  permitted  to  directors,  officers  and  controlling  persons  of  the
registrant pursuant to the foregoing  provisions,  or otherwise,  the registrant
has been advised that in the opinion of the Securities and Exchange  Commission,
such  indemnification  is against  public policy as expressed in the Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                                           
                                       -5-
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 Herndon,  State of Virginia,  on the 8th day of
July, 1996.

                                     TELEPAD CORPORATION

                                     By   /s/Donald W. Barrett
                                        ----------------------------------------
                                     Donald W. Barrett, Chairman of the Board of
                                     Directors and Chief Executive Officer

                                POWER OF ATTORNEY

                  KNOW ALL PERSONS BY THESE  PRESENTS,  that each  person  whose
signature  appears below does hereby  constitute  and appoint Donald W. Barrett,
Ronald C. Oklewicz,  and Joseph J. Elkins,  and each and either one of them, his
true and lawful  attorney-in-fact and agent, with full power of substitution and
resubstitution,  for  him  and in his  name,  place  and  stead,  in any and all
capacities,  to sign  any and all  amendments  (including,  without  limitation,
post-effective amendments) to this registration statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange  Commission,  granting unto said  attorneys-in-fact  and
agents,  and each of them,  full power and  authority to do and perform each and
every  act and  thing  requisite  and  necessary  to be done  in and  about  the
premises,  as  fully  to all  intents  and  purposes  as he might or could do in
person,  hereby  ratifying and  confirming all that said  attorneys-in-fact  and
agents or any of them, or their or his substitute or  substitutes,  may lawfully
do or cause to be done by virtue hereof.

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

          Signature                         Title                      Date
          ---------                         -----                      -----

                                                   
/s/ Donald W. Barrett
- -----------------------------      Chief Executive Officer          July 8, 1996
Donald W. Barrett                  and Chairman of the
                                   Board of Directors
                                   (Principal Executive
                                   Officer)

/s/  Ronald C. Oklewicz
- -----------------------------      President, Chief                 July 8, 1996
Ronald C. Oklewicz                 Operating Officer and
                                   Director

/s/  Robert D. Russell
- -----------------------------      Chief Financial Officer          July 8, 1996
Robert D. Russell                  (Principal Financial and
                                   Accounting Officer)

/s/  John P. Diesel
- ----------------------------       Director                        July 10, 1996
John P. Diesel
/s/  Sydney J. Dankman
- -----------------------------      Director                         July 8, 1996
Sydney J. Dankman

/s/  E. Donald Shapiro
- -----------------------------      Director                        July 11, 1996
E. Donald Shapiro

/s/  John M. Toups
- -----------------------------      Director                        July 10, 1996
John M. Toups

/s/  Alan B. Salisbury
- -----------------------------      Director                        July 11, 1996
Alan B. Salisbury
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    EXHIBITS
                                       to
                       REGISTRATION STATEMENT ON FORM S-8

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

                               TELEPAD CORPORATION

================================================================================
EXHIBIT INDEX

Exhibits                                                                Page No.

4.1       Second Restated Certificate of Incorporation of
          the Company.  (Incorporated by reference to Exhibit
          3.1 to the Registrant's Registration Statement on 
          Form SB-2, File No. 33-61328.)

4.2       Amendment to Second Restated Certificate of Incorporation
          of the Company.  (Incorporated by reference to Exhibit 
          3.2 to the Registrant's Registration Statement on Form 
          SB-2, File No. 33-61328.)

4.3       Amendment to Second Restated Certificate of Incorporation
          of the Company.  (Incorporated by reference to Exhibit 3.3
          to the Registrant's Registration Statement on Form SB-2,
          File No. 33-90378.)

4.4       Form of By-Laws of the Company. (Incorporated by reference
          to Exhibit 3.3 to the Registrant's Registration Statement
          on Form SB-2, File No. 33-61328.)

*5.1      Opinion of Parker Chapin Flattau & Klimpl, LLP, counsel to
          the Company, as to the legality of the Common Stock being   
          registered.

*23.1     Consent of Ernst & Young LLP, independent auditors.

*23.2     Consent of Parker Chapin Flattau & Klimpl, LLP (included in the
          opinion  filed as Exhibit 5.1 hereto).

*24.1     Powers of Attorney of certain officers and directors of the
          Company (included on the signature page of this Registration
          Statement).

99.1      Amended and Restated 1993 Stock Option Plan, as Amended, of
          the Company. (Incorporated by reference to Exhibit 10.20 to
          the Registrant's Annual Report on Form 10-KSB for the year
          ended December 31, 1994).

- ---------------------------
*Filed herewith.