As filed with the Securities and Exchange Commission
                                on June 21, 1996

                                                     Registration No.
       -----------------------------------------------------------------

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

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

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

                         FARMSTEAD TELEPHONE GROUP, INC.
                 (Exact name of issuer as specified in charter)

   Delaware                                                        06-1205743
   --------                                                        ----------
(State or other juris-                                         (I.R.S. Employer
diction of incorporation                                        Identification
or organization)                                                No.)

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

                                81 Church Street
                        East Hartford, Connecticut 06108
                                 (860) 282-0010
          (Address of principal executive offices, including zip code)

                             1992 Stock Option Plan
                            (Full Title of the Plan)

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

                                ROBERT G. LAVIGNE
                         Farmstead Telephone Group, Inc.
                                81 Church Street
                        East Hartford, Connecticut 06108
                                 (860) 282-0010
            (Name, Address and telephone number of Agent for Service)

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

                                    Copy to:

                              IRVING ROTHSTEIN, ESQ
                          Heller, Horowitz & Feit, P.C.
                               292 Madison Avenue
                            New York, New York 10017

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

          Approximate date of commencement of proposed sale to public:

                 As soon as practicable after the effective date
                          of the registration statement




         If any of the  securities  being  registered  on  this  Form  are to be
offered  on a  delayed  or  continuous  basis  pursuant  to Rule 415  under  the
Securities Act of 1933, check the following box. /x/

<TABLE>
<CAPTION>

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

                                               CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------------------------

Title of Securities                       Amount to be            Proposed                Proposed              Amount of 
to be Registered                          Registered              Maximum                 Maximum               Registra-
- -------------------                       ------------            offering                Aggregate             tion Fee
                                                                  Price per               Price (3)             ---------
                                                                  Share (2)               ----------
                                                                  ---------
<S>                                     <C>                       <C>                    <C>                    <C>    

Common Stock, $0.001 par value           3,500,000                 $0.50                  $1,750,000             $603.40
Common Stock, $0.001 par value             748,500                   .42                     314,370               (4)
Common Stock, $0.001 par value             600,000                   .52                     312,200               (4)
Common Stock, $0.001 par value             250,000                   .462                    115,500               (4)
Common Stock, $0.001                       100,000                   .34                      34,000               (4)
par value
Common Stock, $0.001 par value             100,000                   .33                      33,000               (4)
TOTALS                                   5,298,500                                        $2,559,070             $603.40

- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


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

(1) Represents (i) 3,500,000 shares issued and issuable  pursuant to exercise of
stock options  granted  under the 1992 Stock Option Plan (the "Plan");  and (ii)
the resale of up to 1,798,500  shares of Common Stock issuable upon the exercise
of stock options granted under the Plan to persons who may be deemed  affiliates
of the company.

(2) Estimated solely for the purpose of calculating the registration fee.

(3) Proposed  maximum  offering  price per share is  estimated  based  upon  the
closing sale price of the Company's Common Stock on June 18, 1996.

(4) No fee is payable pursuant to Rule 457(h)(3).

         IN  ADDITION  TO  THE  PROSPECTUS  REQUIRED  TO  BE  INCLUDED  IN  THIS
REGISTRATION  STATEMENT  ON FORM  S-8,  AN  ADDITIONAL  PROSPECTUS  PREPARED  IN
ACCORDANCE  WITH THE  REQUIREMENTS  OF FORM S-3 IS FILED  HEREWITH  PURSUANT  TO
GENERAL INSTRUCTION C TO FORM S-8.








Prospectus
- ----------

                                1,798,500 Shares
                         FARMSTEAD TELEPHONE GROUP, INC.
                                  Common Stock

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

         This  Prospectus  relates to an aggregate  of  1,798,500  shares of the
Common  Stock,  par value $.001 per share (the  "Common  Stock"),  of  Farmstead
Telephone Group, Inc. (the "Company") which,  following the date hereof,  may be
issued,   to  the  selling   shareholders   identified   herein  under  "Selling
Shareholders,"  upon the exercise of stock  options  granted to them pursuant to
the Company's 1992 Stock Option Plan (the "Plan").  The Company will not receive
any part of the  proceeds  from the sale of any of these  shares by the  Selling
Shareholders.  THE SECURITIES  OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK. SEE
"RISK FACTORS."

         On June 18, 1996, the closing sale price of the Company's Common Stock,
as reported on the NASDAQ System, was $.50.

         The  Selling  Shareholders  may be  deemed  to be  "affiliates"  of the
Company,  as that term is defined under the  Securities  Act of 1933, as amended
(the "Act"). In connection with this offering,  each of the Selling Shareholders
may be deemed to be an  "underwriter"  of the  Company's  Common  Stock  offered
hereby, as that term is defined under the Act. The Selling  Shareholders  intend
to sell the shares  offered  hereby  from time to time for their own  respective
accounts in the open market at the prices prevailing  therein or in individually
negotiated  transactions  at such  prices as may be agreed  upon.  Each  Selling
Shareholder will bear all expenses with respect to the offering of shares by him
except  the costs  associated  with  registering  his  shares  under the Act and
preparing and printing this Prospectus.

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

         THESE   SECURITIES  HAVE  NOT  BEEN  APPROVED  OR  DISAPPROVED  BY  THE
SECURITIES  AND  EXCHANGE  COMMISSION  NOR HAS THE  COMMISSION  PASSED  UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

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

                  The date of this Prospectus is June 20, 1996.





                                TABLE OF CONTENTS
                                

                                                         Page No.
                                                         --------
AVAILABLE INFORMATION . . . . . . . . . . . . . . . . . .   3


THE COMPANY . . . . . . . . . . . . . . . . . . . . . . .   3


RISK FACTORS  . . . . . . . . . . . . . . . . . . . . . .   3


SELLING SHAREHOLDERS. . . . . . . . . . . . . . . . . . .  10


PLAN OF DISTRIBUTION  . . . . . . . . . . . . . . . . . .  11


EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . .  11


INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE . . . . .  11



         No person has been authorized by the Company to give any information or
to make any representations  not contained in this Prospectus,  and, if given or
made, such information or representations must not be relied upon as having been
so authorized.  This  Prospectus does not constitute an offer of any interest in
the Shares of the  Company in any state or other  jurisdiction  where such offer
would  be  unlawful.  Neither  the  delivery  of this  Prospectus  nor any  sale
hereunder  shall  under  any  circumstances   create  an  implication  that  the
information herein is correct as of any time subsequent to its date.


                                       2


                              AVAILABLE INFORMATION

The  Company  is  subject  to the  information  requirements  of the  Securities
Exchange Act of 1934, as amended,  and in accordance  therewith  files  reports,
proxy  statements  and  other  information  with  the  Securities  and  Exchange
Commission  (the  "Commission").   Such  Reports,  proxy  statements  and  other
information  filed by the  Company  can be  inspected  and  copied at the public
reference facilities  maintained by the Commission at Judiciary Plaza, 450 Fifth
Street, N.W., Room 1024,  Washington,  D.C. 20549 and at certain of its Regional
Offices located at: 7 World Trade Center,  13th Floor, New York, New York 10048;
and 500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such
material can be obtained from the Public Reference  Section of the Commission at
Judiciary Plaza, 450 Fifth Street, N.W., Room 1024,  Washington,  D.C. 20549, at
prescribed rates.


                                   THE COMPANY

         Farmstead Telephone Group, Inc. was incorporated in Delaware on October
8, 1986 (the "Company").  The Company's predecessor,  The Farmstead Group, Inc.,
was in business  from 1984 to 1987.  The Company is  principally  engaged in the
resale of used AT&T business telephone parts and systems, and in the manufacture
and distribution of voice processing systems. The Company additionally  provides
AT&T telephone equipment repair,  refurbishing,  rental and inventory management
and other value-added services.  The Company's corporate office is located at 81
Church Street, East Hartford, Connecticut 06108 at which its telephone number is
(860) 282-0010.


                                  RISK FACTORS

         THE SECURITIES BEING OFFERED HEREBY REPRESENT A SPECULATIVE  INVESTMENT
AND A HIGH DEGREE OF RISK.  THEREFORE,  PROSPECTIVE  INVESTORS SHOULD THOROUGHLY
CONSIDER ALL OF THE RISK FACTORS DISCUSSED BELOW AND SHOULD UNDERSTAND THAT THEY
COULD LOSE ALL OR PART OF THEIR INVESTMENT.  NO PERSON SHOULD CONSIDER INVESTING
WHO CANNOT AFFORD TO LOSE A SUBSTANTIAL  PART OR ALL OF HIS INVESTMENT OR WHO IS
IN ANY WAY DEPENDENT UPON THE FUNDS THAT HE IS INVESTING.

         HISTORY OF LOSSES AND LOW EARNINGS;  ACCUMULATED  DEFICIT.  The Company
sustained a loss of $299,000  during 1991,  earned  $180,000  during 1992,  lost
$1,166,000  during 1993,  earned  $172,000  during 1994 and lost $553,000 during
1995.  At  December  31,  1995,  the  Company  had  an  accumulated  deficit  of
$5,446,000.  There can be no assurance that the Company's future activities will
be successful or profitable.

                                       3

         COMPANY   STILL   DEVELOPING   ITS  VOICE   PROCESSING   PRODUCTS   AND
INTERNATIONAL  EXPANSION.  Potential  investors  should  be aware of the  risks,
problems,  delays, expenses and difficulties  encountered by an enterprise in an
early  stage  of  development  such as the  Company  with  regard  to its  voice
processing  business  and  international  expansion,  especially  in view of the
intense  competition  that the Company  has,  and will  assuredly  continue  to,
encounter.  Such matters  include the  complications  inherent in consistent and
timely  trans-Pacific  shipping,   currency  exchange  fluctuations,   political
policies, cultural biases and retention of qualified personnel.

         EXPECTED RELIANCE ON STRATEGIC  PARTNERS FOR  INTERNATIONAL  EXPANSION.
One  element of the  Company's  strategy  is to form  alliances  with  strategic
partners  to assist  the  Company  in  identifying,  developing  and  exploiting
opportunities  in international  markets.  The Company has only recently entered
into  alliances  with some  strategic  partners and it is premature to determine
whether such alliances  will be  successful.  There can be no assurance that the
Company  will be able to  locate  additional  strategic  partners  or that  such
strategy ultimately will be successful.  The Company's success will also depend,
in part,  upon its  ability  to  provide  its  international  customers,  either
directly  or through  others,  technical  support and  customer  service for its
products.  The Company  does not  presently  have the  personnel to provide such
services and initially intends to rely on its strategic partners to provide such
services.  There can be no assurance  that such  services can be  negotiated  on
acceptable  terms,  if at all.  Failure to provide  such  technical  support and
customer  services could have a material adverse effect on the Company's ability
to expand into international markets.

         CONTINUING NEED FOR AT&T'S SUPPORT OF THE SECONDARY MARKET. Since 1985,
AT&T has  provided  support  to the  secondary  market  by  continuing  to offer
installation, maintenance, repair, reconditioning and certification services for
its products  purchased by end-users  through  equipment  resellers (such as the
Company).  AT&T  also  generally  provides  a one  year  warranty  for  products
purchased from AT&T for resale,  provided it performs the  installation.  Should
AT&T  decide no longer to provide  such  support to the  secondary  market,  the
business of the Company could be materially adversely affected.

         UNCERTAINTY  CAUSED BY  RESTRUCTURING  OF AT&T. In September 1995, AT&T
initiated a  restructuring  of its businesses by splitting its  operations  into
three separate companies. While the Company's contract with AT&T was assigned to
one of  these  new  companies,  Lucent  Technologies,  Inc.,  and  the  business
relationship  has not been  affected,  no  assurance  can be given  that  AT&T's
restructuring  will not cause a disturbance in the Company's  relationship going
forward.

                                        4


         COMPANY MAY BE SUBJECT TO SIGNIFICANT COMPETITION.  The market for used
telephone  parts  and  systems  and for  voice  processing  products  is  highly
competitive.  Many of the companies  which now offer or may be expected to offer
products with which the Company will compete are more established,  benefit from
greater  market   recognition   and  have   significantly   greater   financial,
technological,  manufacturing  and  marketing  resources  than the Company.  The
Company's telephone  equipment  competitors include AT&T, other secondary market
AT&T resellers and other telephone equipment manufacturers.  The Company's voice
processing systems competitors also include major  telecommunications  equipment
manufacturers  and telephone  companies as well as independent  call  processing
equipment manufacturers. As the industry evolves to further integrate telephones
with PCs, the Company  anticipates  that it will encounter a broader  variety of
competitors,  including  new entrants  from related  computer and  communication
industries.  There can be no assurance  that the Company will be able to develop
more technologically advanced products or that even if it is able to develop, or
acquire  rights  to  incorporate  into  its  products,  the next  generation  of
technology,  that such products will perform as well as competitor's products or
that such  products  will be accepted by the market or that the Company will see
any financial benefit therefrom.

         DEPENDENCE  ON  SUPPLIERS.  The  Company's  voice  processing  products
incorporate  certain component parts and subassemblies  produced or assembled by
third  parties.  The  Company's  reliance on third  parties to  manufacture  and
subassemble  certain components  involves  significant risks,  including reduced
control  over  delivery  schedules,  the  inability  to ship its  product  under
"just-in-time"  arrangements  and quality  assurance,  which may have a material
adverse  effect on the  Company's  business.  As a result,  the  Company  may be
required  to devote  significant  amounts of capital  to  inventory,  and may be
dependent on timely supply of purchased inventory. Failure to obtain an adequate
supply of components on a timely basis could have a material  adverse  effect on
the Company.

         TECHNOLOGICAL CHANGES. The technology underlying the telecommunications
industry  generally  and voice  processing  products in particular is subject to
extremely  rapid change,  including  potential  introduction of new products and
technologies  which  may  have a  materially  adverse  impact  on the  Company's
products.  The Company will need to maintain an on-going  research,  development
and  engineering  program and its  success,  if any,  will depend in part on its
ability  to  respond  quickly  to  technological   advances  by  developing  and
introducing new products or features.  Alternatively, the Company can attempt to
purchase new  technologies as they become  available.  There can be no assurance
that the  Company  will be able to foresee  and  respond to such  advances  in a
timely  manner,  if at all.  In  addition,  there can be no  assurance  that the
development  of  technologies  and products by  competitors 

                                       5


will not render the Company's products non-competitive or obsolete.

         UNCERTAINTY  OF  PROTECTION  OF PATENTS  AND  PROPRIETARY  RIGHTS.  The
Company's success may depend in part on its ability to obtain patents,  maintain
trade  secrets and  operate  without  infringing  on the  proprietary  rights of
others,  both in the U.S.  and in  other  countries.  The  patent  positions  of
software companies can be highly uncertain and involve complex legal and factual
questions,  and therefore the breadth and  enforceability  of claims  allowed in
software patents cannot be predicted.  There can be no assurance that any issued
or pending patents will not be challenged,  invalidated or circumvented, or that
the rights granted thereunder will provide proprietary protection or competitive
advantages to the Company.

         The commercial success of the Company also will depend, in part, on the
Company not infringing patents issued to others and not breaching the technology
licenses upon which any Company products are based. It is uncertain  whether any
third-party patents will require the Company to alter its products or processes,
obtain licenses or cease certain activities.  In addition, if patents are issued
to others  which  contain  dominating  claims,  and such  claims are  ultimately
determined to be valid,  the Company may be required to obtain licenses to these
patents or to develop or obtain  alternative  technology.  If any  licenses  are
required,  there can be no assurance that the Company will be able to obtain any
such licenses on commercially  favorable  terms, if at all. The Company's breach
of an existing  license or failure to obtain a license to any technology that it
may require to commercialize  its products may have a material adverse impact on
the Company. Litigation, which could result in substantial costs to the Company,
may also be necessary  to enforce any patents  licensed or issued to the Company
or to determine the scope and validity of  third-party  proprietary  rights.  If
competitors of the Company prepare and file patent applications in the U.S. that
claim  technology  also  claimed  by  the  Company,  the  Company  may  have  to
participate  in  interference  proceedings  declared  by  the  U.S.  Patent  and
Trademark  Office to  determine  priority of  invention,  which could  result in
substantial  costs to the Company,  even if the eventual outcome is favorable to
the  Company.  An adverse  outcome  could  subject  the  Company to  significant
liabilities to third parties,  require disputed rights to be licensed from third
parties or require the Company to cease using such technology.

         The  Company  also  relies  on  secrecy  to  protect  its   technology,
especially  where  patent  protection  is  not  believed  to be  appropriate  or
obtainable.  There can be no assurance that the Company's trade secrets will not
become known or be independently discovered by competitors.

                                       6

         POSSIBLE  ISSUANCE OF SUBSTANTIAL  AMOUNTS OF ADDITIONAL SHARES WITHOUT
STOCKHOLDER  APPROVAL.  The Company currently  contemplates  offering  1,000,000
Units  consisting  of one share of Common  Stock and two Common  Stock  Purchase
Warrants  (the  "Secondary   Offering").   In  addition,  the  Company  obtained
stockholder approval to enact a reverse split of its outstanding securities (the
"Reverse Split").

         After the  Secondary  Offering,  the Company  will have an aggregate of
approximately  1,372,545  shares of Common Stock authorized but unissued and not
reserved for  specific  purposes  (26,462,255  after  adjusting  for the Reverse
Split) and an  additional  7,388,779  shares of Common  Stock  (1,413,878  after
adjusting for the Reverse Split) unissued but reserved for future issuance.  All
of such shares may be issued  without  any action or  approval by the  Company's
stockholders. Although there are no other present plans, agreements, commitments
or  undertakings  with  respect to the issuance of  additional  shares of Common
Stock, or securities convertible into any such shares by the Company, any shares
issued would further dilute the percentage  ownership of the Company held by the
public stockholders.

         RELIANCE  UPON  MANAGEMENT.  The  Company is and will be  substantially
dependent, for the foreseeable future, upon its Chairman of the Board, President
and Chief Executive  Officer,  George J. Taylor,  Jr., who currently devotes his
full time and efforts to the  management of the Company.  If the Company were to
lose the services of Mr. Taylor for any significant period of time, its business
may be  materially  adversely  affected.  While  the  Company  owns key man life
insurance in face amount of $500,000 on the life of Mr. Taylor,  there can be no
assurance that the insurance  proceeds would  adequately  compensate the Company
for the loss of Mr. Taylor.

         VOTING CONTROL;  POTENTIAL  ANTI-TAKEOVER EFFECT. As of April 30, 1996,
Mr. Taylor  beneficially owned  approximately  12.5% of the outstanding stock of
the Company  (8.5%  assuming  completion  of the  Secondary  Offering),  and all
directors and officers as a group  beneficially own  approximately  15.9% of the
outstanding  stock (11% assuming  completion of the Secondary  Offering)  taking
into account  currently  exercisable  stock options held by them. Mr. Taylor, as
the Company's largest stockholder, may still continue to be able to elect all of
its Directors and to control the  Company's  business and affairs.  In addition,
the Company is subject to provisions of the General Corporation Law of the State
of  Delaware  respecting  business   combinations  which  could,  under  certain
circumstances, also hinder or delay a change in control.

         UNSPECIFIED  ACQUISITIONS.  The Company may engage in  acquisitions  of
other companies and businesses and may use its stock as consideration  therefor.
This may result in a dilution of the percentage of the equity to be owned by the
investors  in  this

                                       7


Offering.  In addition,  such  acquisitions  may involve  speculative  and risky
undertakings  by the Company.  Under Delaware law,  acquisitions  do not require
stockholder approval;  however,  certain acquisitions  accomplished by merger or
consolidation do require stockholder approval. The Company does not, in general,
intend to submit  acquisitions  to  stockholder  vote except  where  required by
Delaware Law. The Company does not  currently  have any plans,  arrangements  or
understandings regarding future material business acquisitions.

         DILUTION.  Certain stockholders of the Company acquired their interests
in the Company at an average  cost per share which is  significantly  lower than
that which  purchasers  of the Common  Stock  offered  hereby will pay for their
stockholdings. Accordingly, purchasers of the Common Stock in this Offering will
experience  immediate and substantial dilution in net tangible book value of the
shares of Common Stock purchased hereby.

         NO PAYMENT OF DIVIDENDS ON COMMON  STOCK.  The Company has not paid any
dividends  on  its  Common  Stock.  For  the  foreseeable  future,  the  Company
anticipates that all earnings,  if any, that may be generated from the Company's
operations  will be used to make  payments  to finance the growth of the Company
and that cash  dividends  will not be paid to holders of the  Common  Stock.  In
addition, as a condition of doing business, the maker of the Company's revolving
line of  credit  has the  right  of prior  approval  of the  declaration  of any
dividends.

         LIMITED MARKET FOR SECURITIES. The Company's securities currently trade
on the NASDAQ market and trading volume  generally is not at a high level.  As a
result, there is a limited market in the Company's securities,  and there can be
no  assurance  that  a  more  active  market  will  develop.   Accordingly,  any
investments in the Company's securities may be highly illiquid.

         POSSIBLE  DEPRESSIVE EFFECT OF RULE 144 SALES AND SALES OF COMMON STOCK
ISSUABLE  UPON  EXERCISE  OF  OPTIONS  AND/OR  WARRANTS.  As of April 30,  1996,
1,781,811  unregistered  shares of the  Company's  Common Stock  (178,181  after
adjusting for the Reverse Split) are held by George J. Taylor, Jr. the Company's
Chairman,  President  and  Chief  Executive  Officer.  Under  Rule  144  of  the
Securities  Act of 1933,  all of such shares can  currently be publicly  sold or
otherwise transferred, subject to volume restriction. In addition, approximately
6,638,779  shares of Common  Stock  are  issuable  by the  Company  pursuant  to
currently  outstanding  options and/or warrants and shares reserved for issuance
pursuant to the Company's  stock option plans (663,878  after  adjusting for the
Reverse Split).  Any such issuances could have a depressive effect on the market
price for the Common Stock.

                                       8

         MAINTENANCE REQUIREMENTS FOR NASDAQ SECURITIES.  It is anticipated that
the Units and the Warrants will be approved for  inclusion in NASDAQ.  An issuer
seeking  continued  inclusion  of its  securities  in NASDAQ is required to meet
certain criteria including (i) total assets of at least $2,000,000; (ii) capital
and surplus of at least  $1,000,000;  and (iii) a minimum bid price of $1.00 per
share unless the market value of its public float is at least  $1,000,000 and it
has at  least  $2,000,000  in  capital  and  surplus.  Upon  completion  of this
offering,  the  Company  anticipates  that  it will  satisfy  the  criteria  for
continued  inclusion  of its  securities  in  NASDAQ.  However,  there can be no
assurance  that the Company will  continue to satisfy such  criteria and for how
long. If the Company became unable to meet the continued  quotation  criteria of
NASDAQ and was suspended therefrom, the Company's securities could be subject to
a  rule  that  imposes   additional  sales  practice   requirements  on  certain
broker/dealers  who sell such  securities  to  persons  other  than  established
customers and accredited investors.  Consequently, an investor would likely find
it more  difficult  to dispose of, or to obtain  accurate  quotations  as to the
value of, the Company's securities.

         REQUIRED  DISCLOSURE  CONCERNING  TRADING OF PENNY STOCKS OR LOW-PRICED
SECURITIES.   The  Securities  and  Exchange   Commission  ("SEC")  has  adopted
regulations  that define a "penny  stock" to be any equity  security  that has a
market price (as  defined) of less than $5.00 per share or an exercise  price of
less than $5.00 per share,  subject to certain  exceptions.  Effective  July 15,
1992, for any  transaction  involving a penny stock,  unless  exempt,  the rules
require  the  delivery,  prior  to the  transaction,  of a  disclosure  schedule
prepared by the SEC relating to the penny stock  market.  Commencing  January 1,
1993, the broker-dealer  also must disclose the commissions  payable to both the
broker-dealer  and the  registered  representative,  current  quotations for the
securities and, if the broker-dealer is the sole market-maker, the broker-dealer
must  disclose  this  fact and the  broker-dealer's  presumed  control  over the
market.  Finally,  monthly  statements  must be  sent  disclosing  recent  price
information  for the penny  stock held in the  account  and  information  on the
limited market in penny stocks.

         While many NASDAQ-listed  securities would be covered by the definition
of penny stock,  transactions in a  NASDAQ-listed  security would be exempt from
all but the sole  market-maker  provision for (i) issuers who have $2,000,000 in
tangible assets  ($5,000,000 if the issuer has not been in continuous  operation
for three years),  (ii)  transactions in which the customer is an  institutional
accredited  investor,  and (iii)  transactions  that are not  recommended by the
broker-dealer.  In addition,  transactions in a NASDAQ security  directly with a
NASDAQ  market-maker  for  such  securities  would be  subject  only to the sole
market-maker  disclosure,  and the disclosure  with respect to commissions to be
paid to the broker-dealer and the registered representative. Finally, all NASDAQ
securities  would be exempt if NASDAQ  raised  its  requirements  for  continued
listing so that any issuer with less

                                       9


than $2,000,000 in net tangible assets or stockholders'  equity would be subject
to  delisting.  These  criteria  are  more  stringent  than the  current  NASDAQ
maintenance requirements.  Consequently, these rules may restrict the ability of
broker-dealers  to sell the Company's  securities  and may affect the ability of
purchasers to sell the Company's securities in the secondary market.


                              SELLING SHAREHOLDERS

         An aggregate of 1,798,500 shares of the Company's Common Stock is being
offered pursuant to this Prospectus by the persons whose names appear below (the
"Selling Shareholders"). These shares will be issued to the Selling Shareholders
pursuant  to the  exercise  of stock  options.  The shares may be offered by the
Selling  Shareholders  from  time to  time  at  prevailing  market  prices.  The
following  table sets forth with  respect to each Selling  Shareholder:  (i) the
nature of any position,  office or other material relationship he has had within
the past three years with the Company; (ii) the number of shares of Common Stock
beneficially  owned by him  prior to the  offering,  including  shares of Common
Stock underlying warrants and stock options,  whether or not exercisable;  (iii)
the amount to be offered for his account;  and (iv) the amount and percentage of
the  outstanding  Common Stock to be owned by him after the offering if he sells
all shares offered, and all other factors remain constant.



<TABLE>
<CAPTION>

                                 Shares
                                 Owned                            Shares Owned After
Name and                         Before           Shares              Offering      
Relationship                     Offering         Offered         Amount        %(1)      
- ------------                     --------         -------         ------        ----
<S>                             <C>              <C>          <C>             <C> 
George J. Taylor, Jr. (2)       3,188,011          850,000     2,338,011       10.58
Robert G. LaVigne (3)             505,000          275,000       230,000        1.06
Harold L Hansen (4)                65,000           60,000         5,000        *
Hugh M. Taylor (4)                102,370           63,500        38,870        *
Joseph J. Kelley (4)               10,000           10,000             0        *
Alexander E. Capo (5)              62,800           50,000        12,800        *
Joseph A. Novak, Jr. (6)          234,500          170,000        64,500        *
Neil R. Sullivan (7)              100,000          100,000             0        *
John G. Antonich (8)              349,000          220,000       129,000        *

</TABLE>

- -------------------------
* represents less than 1%

                                       10


                  (1) The percentages are based upon 21,238,676 shares of Common
Stock issued and  outstanding as of May 5, 1996, plus the amount offered by each
person and any other  currently  exercisable  warrants  or options  beneficially
owned by each person.

                  (2)  Chairman,   President,  Chief  Executive  Officer  and  a
Director of the  Company's  50% owned  affiliate,  Beijing  Antai  Communication
Equipment Company, Ltd. ("ATC")

                  (3) Vice President- Finance & Administration,  Chief Financial
Officer, Secretary, Treasurer, Director and a Director of ATC.

                  (4)  Director

                  (5)  Vice President- marketing and Sales.

                  (6) Vice President- Operations, and Vice General Manager and a
Director of ATC.

                  (7)  General  Manager  and  Assistant   Secretary.   Corporate
Controller from October 1994 until May 1996.

                  (8) General Manager, Cobotyx Division.  Director of Sales from
July 1993 until February 1996.


                              PLAN OF DISTRIBUTION

         The Selling  Shareholders intend to sell the shares offered hereby from
time to time for their own respective  accounts in the open market at the prices
prevailing therein or in individually  negotiated transactions at such prices as
may be agreed upon. Each Selling Shareholder will bear all expenses with respect
to the offering of shares by him except the costs  associated  with  registering
his shares under the Act and preparing and printing this Prospectus.


                                     EXPERTS

         The financial  statements  incorporated in this Prospectus by reference
to the Annual Report on Form 10-KSB of Farmstead  Telephone Group,  Inc. for the
year  ended  December  31,  1995 have been  audited by  Deloitte & Touche,  LLP,
independent  auditors,  as stated in their report with respect thereto, and have
been so included  herein in reliance upon the report of such firm given on their
authority as experts in accounting and auditing.


                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

               The following  documents filed by the Company with the Commission
are incorporated herein by reference:

                                       11


         (a) The  Company's  Annual  Report on Form  10-KSB for the fiscal  year
ended December 31, 1995.

         (b) The  Company's  Quarterly  Report  on Form  10-QSB  for the  fiscal
quarter ended March 31, 1996.

         (c) The  description  of the Common Stock  contained  in the  Company's
Registration  Statement  on Form 8-A,  dated May 29,  1987,  filed  pursuant  to
Section 12 of the Exchange Act, as amended by Form 8 dated October 1, 1992.

         In  addition,  all  reports  and other  documents  filed by the Company
pursuant to Sections  13(a),  13(c),  14 and 15(d) of the Exchange Act, prior to
the filing of a  post-effective  amendment  which  indicates that all securities
offered hereby have been sold or which deregisters all securities offered hereby
then remaining  unsold,  shall be deemed to be incorporated by reference  herein
and shall be deemed to be a part hereof from the date of the filing of each such
report or document.

         The Company  will  furnish  without  charge to each person to whom this
Prospectus is delivered,  upon written or oral request,  a copy of any or all of
the documents  referred to above which have been or may be  incorporated in this
Prospectus  by  reference,  other than  exhibits to such  documents  unless such
exhibits  are  specifically  incorporated  by  reference  into  the  information
incorporated  herein by  reference.  Requests  should be addressed to: Robert G.
LaVigne, Vice  President-Finance and Administration,  Farmstead Telephone Group,
Inc., 81 Church Street, East Hartford, Connecticut 06108 (860) 282-0010.


                                       12
 
                                      
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.   Incorporation Of Certain Documents By Reference


         The following  documents  filed by the Company with the  Commission are
incorporated herein by reference:

         (a) The  Company's  Annual  Report on Form  10-KSB for the fiscal  year
ended December 31, 1995, filed pursuant to Section 13 of the Exchange Act.

         (b) The  Company's  Quarterly  Report  on Form  10-QSB  for the  fiscal
quarter ended March 31, 1996, filed pursuant to Section 13 of the Exchange Act.

         (c) The  description  of the Common Stock  contained  in the  Company's
Registration  Statement  on Form 8-A,  dated May 29,  1987,  filed  pursuant  to
Section 12 of the Exchange Act, as amended by Form 8 dated October 1, 1992.

         In  addition,  all  reports  and other  documents  filed by the Company
pursuant to Sections  13(a),  13(c),  14 and 15(d) of the Exchange Act, prior to
the filing of a  post-effective  amendment  which  indicates that all securities
offered hereby have been sold or which deregisters all securities offered hereby
then remaining  unsold,  shall be deemed to be incorporated by reference  herein
and shall be deemed to be a part hereof from the date of the filing of each such
report or document.


Item 4.  Description of Securities

         Inapplicable.


Item 5.  Interests of Named Experts and Counsel

         None.

Item 6.  Indemnification of Directors and Officers

         Section  145 of the  Delaware  General  Corporation  Law,  as  amended,
authorizes  the  Company to  indemnify  any  director or officer  under  certain
prescribed  circumstances  and subject to certain  limitations  against  certain
costs and expenses,  including  attorneys' fees actually and reasonably incurred
in connection with any action, suit or proceeding, whether civil, criminal,


                                      II-1


administrative  or  investigative,  to which such person is a party by reason of
being a director or officer of the Company if it is determined  that such person
acted in accordance  with the  applicable  standard of conduct set forth in such
statutory  provisions.  Article 9 of the Company's  Certificate of Incorporation
contains  provisions  relating to the indemnification of directors and officers,
to the full extent permitted by Delaware law.

         The Company may also purchase and maintain insurance for the benefit of
any director or officer  which may cover claims for which the Company  could not
indemnify such person.

Item 7.  Exemption from Registration Claimed

         The securities to be reoffered and resold pursuant to this Registration
Statement were or will be issued upon exercise of stock options in  transactions
that were exempt from  registration  pursuant to Section 4(2) of the  Securities
Act. The selling  shareholders are officers and/or directors of the Company with
access to all material information concerning the Company.

Item 8.  Exhibits

         The  following   exhibits  are  filed  as  part  of  this  Registration
Statement:

         4.1  1992  Stock  Option  Plan  (incorporated  by  reference  from  the
Company's Annual Report on Form 10-K for the year ended December 31, 1992).

         5.  Opinion of Counsel.

         24.1 Consent of Counsel  (included  in the Opinion of Counsel  filed as
part of Exhibit No. 5).

         24.2     Consent of Deloitte & Touche LLP.

Item 9.  Undertakings

        The undersigned small business issuer hereby undertakes to:

         (1) File, during any period in which it offers or sells  securities,  a
post-effective   amendment  to  this  Registration   Statement  to  include  any
additional or changed material information.

         (2) For determining  liability under the Securities Act of 1933,  treat
each post-effective  amendment as a new Registration Statement of the securities
offered,  and the offering of the securities at that time to be the initial bona
fide offering.

         (3) File a post-effective  amendment to remove from registration any of
the securities that remain unsold at the end of the offering.

                                      II-2



                                   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 or amendment to be signed on its behalf by the undersigned,  thereunto
duly  authorized,  in the City of East Hartford and State of  Connecticut on the
13th day of June, 1996.

                         FARMSTEAD TELEPHONE GROUP, INC.


                                        By:/s/ GEORGE J. TAYLOR, JR.
                                           -------------------------
                                           George J. Taylor, Jr.
                                           Chairman of the Board
                                           Chief Executive Officer and President


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


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

/s/ GEORGE J. TAYLOR, JR.   Chairman of the Board         6/13/96
- -------------------------   Chief Executive Officer        
    George J. Taylor, Jr.   and President (Principal  
                            Executive Officer)        
                            


/s/ ROBERT G. LAVIGNE       Vice-President-Finance,       6/13/96
- ---------------------       Secretary, Treasurer and
    Robert G. LaVigne       Director (Principal                  
                            Financial and Accounting             
                            Officer)                     
                            
                          

/s/ HAROLD L. HANSEN        Director                      6/13/96
- --------------------       
    Harold L. Hansen



/s/ HUGH M. TAYLOR          Director                      6/13/96
- ------------------          
    Hugh M. Taylor



/s/ JOSEPH J. KELLEY        Director                      6/13/96
- --------------------       
Joseph J. Kelley

                                      II-3
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 44438}]
{"company-data": {"conformed-name": "FARMSTEAD TELEPHONE GROUP INC", "cik": "0000804331", "assigned-sic": "5065", "irs-number": "061205743", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-06547", "film-number": "96583971"}, "business-address": {"street1": "81 CHURCH ST", "city": "EAST HARTFORD", "state": "CT", "zip": "06108", "phone": "2032820010"}, "mail-address": {"street1": "81 CHURCH STREET", "city": "EAST HARTFORD", "state": "CT", "zip": "06108"}}
As filed with the Securities and Exchange Commission
                                on June 21, 1996

                                                     Registration No.
       -----------------------------------------------------------------

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

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

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

                         FARMSTEAD TELEPHONE GROUP, INC.
                 (Exact name of issuer as specified in charter)

   Delaware                                                        06-1205743
   --------                                                        ----------
(State or other juris-                                         (I.R.S. Employer
diction of incorporation                                        Identification
or organization)                                                No.)

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

                                81 Church Street
                        East Hartford, Connecticut 06108
                                 (860) 282-0010
          (Address of principal executive offices, including zip code)

                             1992 Stock Option Plan
                            (Full Title of the Plan)

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

                                ROBERT G. LAVIGNE
                         Farmstead Telephone Group, Inc.
                                81 Church Street
                        East Hartford, Connecticut 06108
                                 (860) 282-0010
            (Name, Address and telephone number of Agent for Service)

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

                                    Copy to:

                              IRVING ROTHSTEIN, ESQ
                          Heller, Horowitz & Feit, P.C.
                               292 Madison Avenue
                            New York, New York 10017

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

          Approximate date of commencement of proposed sale to public:

                 As soon as practicable after the effective date
                          of the registration statement

         If any of the  securities  being  registered  on  this  Form  are to be
offered  on a  delayed  or  continuous  basis  pursuant  to Rule 415  under  the
Securities Act of 1933, check the following box. /x/
- -----------------------------------------------------------------------------------------------------------------------------------

                                               CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------------------------

Title of Securities                       Amount to be            Proposed                Proposed              Amount of 
to be Registered                          Registered              Maximum                 Maximum               Registra-
- -------------------                       ------------            offering                Aggregate             tion Fee
                                                                  Price per               Price (3)             ---------
                                                                  Share (2)               ----------
                                                                  ---------
Common Stock, $0.001 par value           3,500,000                 $0.50                  $1,750,000             $603.40
Common Stock, $0.001 par value             748,500                   .42                     314,370               (4)
Common Stock, $0.001 par value             600,000                   .52                     312,200               (4)
Common Stock, $0.001 par value             250,000                   .462                    115,500               (4)
Common Stock, $0.001                       100,000                   .34                      34,000               (4)
par value
Common Stock, $0.001 par value             100,000                   .33                      33,000               (4)
TOTALS                                   5,298,500                                        $2,559,070             $603.40

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

(1) Represents (i) 3,500,000 shares issued and issuable  pursuant to exercise of
stock options  granted  under the 1992 Stock Option Plan (the "Plan");  and (ii)
the resale of up to 1,798,500  shares of Common Stock issuable upon the exercise
of stock options granted under the Plan to persons who may be deemed  affiliates
of the company.

(2) Estimated solely for the purpose of calculating the registration fee.

(3) Proposed  maximum  offering  price per share is  estimated  based  upon  the
closing sale price of the Company's Common Stock on June 18, 1996.

(4) No fee is payable pursuant to Rule 457(h)(3).

         IN  ADDITION  TO  THE  PROSPECTUS  REQUIRED  TO  BE  INCLUDED  IN  THIS
REGISTRATION  STATEMENT  ON FORM  S-8,  AN  ADDITIONAL  PROSPECTUS  PREPARED  IN
ACCORDANCE  WITH THE  REQUIREMENTS  OF FORM S-3 IS FILED  HEREWITH  PURSUANT  TO
GENERAL INSTRUCTION C TO FORM S-8.

Prospectus
- ----------

                                1,798,500 Shares
                         FARMSTEAD TELEPHONE GROUP, INC.
                                  Common Stock

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

         This  Prospectus  relates to an aggregate  of  1,798,500  shares of the
Common  Stock,  par value $.001 per share (the  "Common  Stock"),  of  Farmstead
Telephone Group, Inc. (the "Company") which,  following the date hereof,  may be
issued,   to  the  selling   shareholders   identified   herein  under  "Selling
Shareholders,"  upon the exercise of stock  options  granted to them pursuant to
the Company's 1992 Stock Option Plan (the "Plan").  The Company will not receive
any part of the  proceeds  from the sale of any of these  shares by the  Selling
Shareholders.  THE SECURITIES  OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK. SEE
"RISK FACTORS."

         On June 18, 1996, the closing sale price of the Company's Common Stock,
as reported on the NASDAQ System, was $.50.

         The  Selling  Shareholders  may be  deemed  to be  "affiliates"  of the
Company,  as that term is defined under the  Securities  Act of 1933, as amended
(the "Act"). In connection with this offering,  each of the Selling Shareholders
may be deemed to be an  "underwriter"  of the  Company's  Common  Stock  offered
hereby, as that term is defined under the Act. The Selling  Shareholders  intend
to sell the shares  offered  hereby  from time to time for their own  respective
accounts in the open market at the prices prevailing  therein or in individually
negotiated  transactions  at such  prices as may be agreed  upon.  Each  Selling
Shareholder will bear all expenses with respect to the offering of shares by him
except  the costs  associated  with  registering  his  shares  under the Act and
preparing and printing this Prospectus.

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

         THESE   SECURITIES  HAVE  NOT  BEEN  APPROVED  OR  DISAPPROVED  BY  THE
SECURITIES  AND  EXCHANGE  COMMISSION  NOR HAS THE  COMMISSION  PASSED  UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

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

                  The date of this Prospectus is June 20, 1996.

                                TABLE OF CONTENTS
                                

                                                         Page No.
                                                         --------
AVAILABLE INFORMATION . . . . . . . . . . . . . . . . . .   3

THE COMPANY . . . . . . . . . . . . . . . . . . . . . . .   3

RISK FACTORS  . . . . . . . . . . . . . . . . . . . . . .   3

SELLING SHAREHOLDERS. . . . . . . . . . . . . . . . . . .  10

PLAN OF DISTRIBUTION  . . . . . . . . . . . . . . . . . .  11

EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . .  11

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE . . . . .  11

         No person has been authorized by the Company to give any information or
to make any representations  not contained in this Prospectus,  and, if given or
made, such information or representations must not be relied upon as having been
so authorized.  This  Prospectus does not constitute an offer of any interest in
the Shares of the  Company in any state or other  jurisdiction  where such offer
would  be  unlawful.  Neither  the  delivery  of this  Prospectus  nor any  sale
hereunder  shall  under  any  circumstances   create  an  implication  that  the
information herein is correct as of any time subsequent to its date.

                                       2

                              AVAILABLE INFORMATION

The  Company  is  subject  to the  information  requirements  of the  Securities
Exchange Act of 1934, as amended,  and in accordance  therewith  files  reports,
proxy  statements  and  other  information  with  the  Securities  and  Exchange
Commission  (the  "Commission").   Such  Reports,  proxy  statements  and  other
information  filed by the  Company  can be  inspected  and  copied at the public
reference facilities  maintained by the Commission at Judiciary Plaza, 450 Fifth
Street, N.W., Room 1024,  Washington,  D.C. 20549 and at certain of its Regional
Offices located at: 7 World Trade Center,  13th Floor, New York, New York 10048;
and 500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such
material can be obtained from the Public Reference  Section of the Commission at
Judiciary Plaza, 450 Fifth Street, N.W., Room 1024,  Washington,  D.C. 20549, at
prescribed rates.

                                   THE COMPANY

         Farmstead Telephone Group, Inc. was incorporated in Delaware on October
8, 1986 (the "Company").  The Company's predecessor,  The Farmstead Group, Inc.,
was in business  from 1984 to 1987.  The Company is  principally  engaged in the
resale of used AT&T business telephone parts and systems, and in the manufacture
and distribution of voice processing systems. The Company additionally  provides
AT&T telephone equipment repair,  refurbishing,  rental and inventory management
and other value-added services.  The Company's corporate office is located at 81
Church Street, East Hartford, Connecticut 06108 at which its telephone number is
(860) 282-0010.

                                  RISK FACTORS

         THE SECURITIES BEING OFFERED HEREBY REPRESENT A SPECULATIVE  INVESTMENT
AND A HIGH DEGREE OF RISK.  THEREFORE,  PROSPECTIVE  INVESTORS SHOULD THOROUGHLY
CONSIDER ALL OF THE RISK FACTORS DISCUSSED BELOW AND SHOULD UNDERSTAND THAT THEY
COULD LOSE ALL OR PART OF THEIR INVESTMENT.  NO PERSON SHOULD CONSIDER INVESTING
WHO CANNOT AFFORD TO LOSE A SUBSTANTIAL  PART OR ALL OF HIS INVESTMENT OR WHO IS
IN ANY WAY DEPENDENT UPON THE FUNDS THAT HE IS INVESTING.

         HISTORY OF LOSSES AND LOW EARNINGS;  ACCUMULATED  DEFICIT.  The Company
sustained a loss of $299,000  during 1991,  earned  $180,000  during 1992,  lost
$1,166,000  during 1993,  earned  $172,000  during 1994 and lost $553,000 during
1995.  At  December  31,  1995,  the  Company  had  an  accumulated  deficit  of
$5,446,000.  There can be no assurance that the Company's future activities will
be successful or profitable.

                                       3

         COMPANY   STILL   DEVELOPING   ITS  VOICE   PROCESSING   PRODUCTS   AND
INTERNATIONAL  EXPANSION.  Potential  investors  should  be aware of the  risks,
problems,  delays, expenses and difficulties  encountered by an enterprise in an
early  stage  of  development  such as the  Company  with  regard  to its  voice
processing  business  and  international  expansion,  especially  in view of the
intense  competition  that the Company  has,  and will  assuredly  continue  to,
encounter.  Such matters  include the  complications  inherent in consistent and
timely  trans-Pacific  shipping,   currency  exchange  fluctuations,   political
policies, cultural biases and retention of qualified personnel.

         EXPECTED RELIANCE ON STRATEGIC  PARTNERS FOR  INTERNATIONAL  EXPANSION.
One  element of the  Company's  strategy  is to form  alliances  with  strategic
partners  to assist  the  Company  in  identifying,  developing  and  exploiting
opportunities  in international  markets.  The Company has only recently entered
into  alliances  with some  strategic  partners and it is premature to determine
whether such alliances  will be  successful.  There can be no assurance that the
Company  will be able to  locate  additional  strategic  partners  or that  such
strategy ultimately will be successful.  The Company's success will also depend,
in part,  upon its  ability  to  provide  its  international  customers,  either
directly  or through  others,  technical  support and  customer  service for its
products.  The Company  does not  presently  have the  personnel to provide such
services and initially intends to rely on its strategic partners to provide such
services.  There can be no assurance  that such  services can be  negotiated  on
acceptable  terms,  if at all.  Failure to provide  such  technical  support and
customer  services could have a material adverse effect on the Company's ability
to expand into international markets.

         CONTINUING NEED FOR AT&T'S SUPPORT OF THE SECONDARY MARKET. Since 1985,
AT&T has  provided  support  to the  secondary  market  by  continuing  to offer
installation, maintenance, repair, reconditioning and certification services for
its products  purchased by end-users  through  equipment  resellers (such as the
Company).  AT&T  also  generally  provides  a one  year  warranty  for  products
purchased from AT&T for resale,  provided it performs the  installation.  Should
AT&T  decide no longer to provide  such  support to the  secondary  market,  the
business of the Company could be materially adversely affected.

         UNCERTAINTY  CAUSED BY  RESTRUCTURING  OF AT&T. In September 1995, AT&T
initiated a  restructuring  of its businesses by splitting its  operations  into
three separate companies. While the Company's contract with AT&T was assigned to
one of  these  new  companies,  Lucent  Technologies,  Inc.,  and  the  business
relationship  has not been  affected,  no  assurance  can be given  that  AT&T's
restructuring  will not cause a disturbance in the Company's  relationship going
forward.

                                        4

         COMPANY MAY BE SUBJECT TO SIGNIFICANT COMPETITION.  The market for used
telephone  parts  and  systems  and for  voice  processing  products  is  highly
competitive.  Many of the companies  which now offer or may be expected to offer
products with which the Company will compete are more established,  benefit from
greater  market   recognition   and  have   significantly   greater   financial,
technological,  manufacturing  and  marketing  resources  than the Company.  The
Company's telephone  equipment  competitors include AT&T, other secondary market
AT&T resellers and other telephone equipment manufacturers.  The Company's voice
processing systems competitors also include major  telecommunications  equipment
manufacturers  and telephone  companies as well as independent  call  processing
equipment manufacturers. As the industry evolves to further integrate telephones
with PCs, the Company  anticipates  that it will encounter a broader  variety of
competitors,  including  new entrants  from related  computer and  communication
industries.  There can be no assurance  that the Company will be able to develop
more technologically advanced products or that even if it is able to develop, or
acquire  rights  to  incorporate  into  its  products,  the next  generation  of
technology,  that such products will perform as well as competitor's products or
that such  products  will be accepted by the market or that the Company will see
any financial benefit therefrom.

         DEPENDENCE  ON  SUPPLIERS.  The  Company's  voice  processing  products
incorporate  certain component parts and subassemblies  produced or assembled by
third  parties.  The  Company's  reliance on third  parties to  manufacture  and
subassemble  certain components  involves  significant risks,  including reduced
control  over  delivery  schedules,  the  inability  to ship its  product  under
"just-in-time"  arrangements  and quality  assurance,  which may have a material
adverse  effect on the  Company's  business.  As a result,  the  Company  may be
required  to devote  significant  amounts of capital  to  inventory,  and may be
dependent on timely supply of purchased inventory. Failure to obtain an adequate
supply of components on a timely basis could have a material  adverse  effect on
the Company.

         TECHNOLOGICAL CHANGES. The technology underlying the telecommunications
industry  generally  and voice  processing  products in particular is subject to
extremely  rapid change,  including  potential  introduction of new products and
technologies  which  may  have a  materially  adverse  impact  on the  Company's
products.  The Company will need to maintain an on-going  research,  development
and  engineering  program and its  success,  if any,  will depend in part on its
ability  to  respond  quickly  to  technological   advances  by  developing  and
introducing new products or features.  Alternatively, the Company can attempt to
purchase new  technologies as they become  available.  There can be no assurance
that the  Company  will be able to foresee  and  respond to such  advances  in a
timely  manner,  if at all.  In  addition,  there can be no  assurance  that the
development  of  technologies  and products by  competitors 

                                       5

will not render the Company's products non-competitive or obsolete.

         UNCERTAINTY  OF  PROTECTION  OF PATENTS  AND  PROPRIETARY  RIGHTS.  The
Company's success may depend in part on its ability to obtain patents,  maintain
trade  secrets and  operate  without  infringing  on the  proprietary  rights of
others,  both in the U.S.  and in  other  countries.  The  patent  positions  of
software companies can be highly uncertain and involve complex legal and factual
questions,  and therefore the breadth and  enforceability  of claims  allowed in
software patents cannot be predicted.  There can be no assurance that any issued
or pending patents will not be challenged,  invalidated or circumvented, or that
the rights granted thereunder will provide proprietary protection or competitive
advantages to the Company.

         The commercial success of the Company also will depend, in part, on the
Company not infringing patents issued to others and not breaching the technology
licenses upon which any Company products are based. It is uncertain  whether any
third-party patents will require the Company to alter its products or processes,
obtain licenses or cease certain activities.  In addition, if patents are issued
to others  which  contain  dominating  claims,  and such  claims are  ultimately
determined to be valid,  the Company may be required to obtain licenses to these
patents or to develop or obtain  alternative  technology.  If any  licenses  are
required,  there can be no assurance that the Company will be able to obtain any
such licenses on commercially  favorable  terms, if at all. The Company's breach
of an existing  license or failure to obtain a license to any technology that it
may require to commercialize  its products may have a material adverse impact on
the Company. Litigation, which could result in substantial costs to the Company,
may also be necessary  to enforce any patents  licensed or issued to the Company
or to determine the scope and validity of  third-party  proprietary  rights.  If
competitors of the Company prepare and file patent applications in the U.S. that
claim  technology  also  claimed  by  the  Company,  the  Company  may  have  to
participate  in  interference  proceedings  declared  by  the  U.S.  Patent  and
Trademark  Office to  determine  priority of  invention,  which could  result in
substantial  costs to the Company,  even if the eventual outcome is favorable to
the  Company.  An adverse  outcome  could  subject  the  Company to  significant
liabilities to third parties,  require disputed rights to be licensed from third
parties or require the Company to cease using such technology.

         The  Company  also  relies  on  secrecy  to  protect  its   technology,
especially  where  patent  protection  is  not  believed  to be  appropriate  or
obtainable.  There can be no assurance that the Company's trade secrets will not
become known or be independently discovered by competitors.

                                       6

         POSSIBLE  ISSUANCE OF SUBSTANTIAL  AMOUNTS OF ADDITIONAL SHARES WITHOUT
STOCKHOLDER  APPROVAL.  The Company currently  contemplates  offering  1,000,000
Units  consisting  of one share of Common  Stock and two Common  Stock  Purchase
Warrants  (the  "Secondary   Offering").   In  addition,  the  Company  obtained
stockholder approval to enact a reverse split of its outstanding securities (the
"Reverse Split").

         After the  Secondary  Offering,  the Company  will have an aggregate of
approximately  1,372,545  shares of Common Stock authorized but unissued and not
reserved for  specific  purposes  (26,462,255  after  adjusting  for the Reverse
Split) and an  additional  7,388,779  shares of Common  Stock  (1,413,878  after
adjusting for the Reverse Split) unissued but reserved for future issuance.  All
of such shares may be issued  without  any action or  approval by the  Company's
stockholders. Although there are no other present plans, agreements, commitments
or  undertakings  with  respect to the issuance of  additional  shares of Common
Stock, or securities convertible into any such shares by the Company, any shares
issued would further dilute the percentage  ownership of the Company held by the
public stockholders.

         RELIANCE  UPON  MANAGEMENT.  The  Company is and will be  substantially
dependent, for the foreseeable future, upon its Chairman of the Board, President
and Chief Executive  Officer,  George J. Taylor,  Jr., who currently devotes his
full time and efforts to the  management of the Company.  If the Company were to
lose the services of Mr. Taylor for any significant period of time, its business
may be  materially  adversely  affected.  While  the  Company  owns key man life
insurance in face amount of $500,000 on the life of Mr. Taylor,  there can be no
assurance that the insurance  proceeds would  adequately  compensate the Company
for the loss of Mr. Taylor.

         VOTING CONTROL;  POTENTIAL  ANTI-TAKEOVER EFFECT. As of April 30, 1996,
Mr. Taylor  beneficially owned  approximately  12.5% of the outstanding stock of
the Company  (8.5%  assuming  completion  of the  Secondary  Offering),  and all
directors and officers as a group  beneficially own  approximately  15.9% of the
outstanding  stock (11% assuming  completion of the Secondary  Offering)  taking
into account  currently  exercisable  stock options held by them. Mr. Taylor, as
the Company's largest stockholder, may still continue to be able to elect all of
its Directors and to control the  Company's  business and affairs.  In addition,
the Company is subject to provisions of the General Corporation Law of the State
of  Delaware  respecting  business   combinations  which  could,  under  certain
circumstances, also hinder or delay a change in control.

         UNSPECIFIED  ACQUISITIONS.  The Company may engage in  acquisitions  of
other companies and businesses and may use its stock as consideration  therefor.
This may result in a dilution of the percentage of the equity to be owned by the
investors  in  this

                                       7

Offering.  In addition,  such  acquisitions  may involve  speculative  and risky
undertakings  by the Company.  Under Delaware law,  acquisitions  do not require
stockholder approval;  however,  certain acquisitions  accomplished by merger or
consolidation do require stockholder approval. The Company does not, in general,
intend to submit  acquisitions  to  stockholder  vote except  where  required by
Delaware Law. The Company does not  currently  have any plans,  arrangements  or
understandings regarding future material business acquisitions.

         DILUTION.  Certain stockholders of the Company acquired their interests
in the Company at an average  cost per share which is  significantly  lower than
that which  purchasers  of the Common  Stock  offered  hereby will pay for their
stockholdings. Accordingly, purchasers of the Common Stock in this Offering will
experience  immediate and substantial dilution in net tangible book value of the
shares of Common Stock purchased hereby.

         NO PAYMENT OF DIVIDENDS ON COMMON  STOCK.  The Company has not paid any
dividends  on  its  Common  Stock.  For  the  foreseeable  future,  the  Company
anticipates that all earnings,  if any, that may be generated from the Company's
operations  will be used to make  payments  to finance the growth of the Company
and that cash  dividends  will not be paid to holders of the  Common  Stock.  In
addition, as a condition of doing business, the maker of the Company's revolving
line of  credit  has the  right  of prior  approval  of the  declaration  of any
dividends.

         LIMITED MARKET FOR SECURITIES. The Company's securities currently trade
on the NASDAQ market and trading volume  generally is not at a high level.  As a
result, there is a limited market in the Company's securities,  and there can be
no  assurance  that  a  more  active  market  will  develop.   Accordingly,  any
investments in the Company's securities may be highly illiquid.

         POSSIBLE  DEPRESSIVE EFFECT OF RULE 144 SALES AND SALES OF COMMON STOCK
ISSUABLE  UPON  EXERCISE  OF  OPTIONS  AND/OR  WARRANTS.  As of April 30,  1996,
1,781,811  unregistered  shares of the  Company's  Common Stock  (178,181  after
adjusting for the Reverse Split) are held by George J. Taylor, Jr. the Company's
Chairman,  President  and  Chief  Executive  Officer.  Under  Rule  144  of  the
Securities  Act of 1933,  all of such shares can  currently be publicly  sold or
otherwise transferred, subject to volume restriction. In addition, approximately
6,638,779  shares of Common  Stock  are  issuable  by the  Company  pursuant  to
currently  outstanding  options and/or warrants and shares reserved for issuance
pursuant to the Company's  stock option plans (663,878  after  adjusting for the
Reverse Split).  Any such issuances could have a depressive effect on the market
price for the Common Stock.

                                       8

         MAINTENANCE REQUIREMENTS FOR NASDAQ SECURITIES.  It is anticipated that
the Units and the Warrants will be approved for  inclusion in NASDAQ.  An issuer
seeking  continued  inclusion  of its  securities  in NASDAQ is required to meet
certain criteria including (i) total assets of at least $2,000,000; (ii) capital
and surplus of at least  $1,000,000;  and (iii) a minimum bid price of $1.00 per
share unless the market value of its public float is at least  $1,000,000 and it
has at  least  $2,000,000  in  capital  and  surplus.  Upon  completion  of this
offering,  the  Company  anticipates  that  it will  satisfy  the  criteria  for
continued  inclusion  of its  securities  in  NASDAQ.  However,  there can be no
assurance  that the Company will  continue to satisfy such  criteria and for how
long. If the Company became unable to meet the continued  quotation  criteria of
NASDAQ and was suspended therefrom, the Company's securities could be subject to
a  rule  that  imposes   additional  sales  practice   requirements  on  certain
broker/dealers  who sell such  securities  to  persons  other  than  established
customers and accredited investors.  Consequently, an investor would likely find
it more  difficult  to dispose of, or to obtain  accurate  quotations  as to the
value of, the Company's securities.

         REQUIRED  DISCLOSURE  CONCERNING  TRADING OF PENNY STOCKS OR LOW-PRICED
SECURITIES.   The  Securities  and  Exchange   Commission  ("SEC")  has  adopted
regulations  that define a "penny  stock" to be any equity  security  that has a
market price (as  defined) of less than $5.00 per share or an exercise  price of
less than $5.00 per share,  subject to certain  exceptions.  Effective  July 15,
1992, for any  transaction  involving a penny stock,  unless  exempt,  the rules
require  the  delivery,  prior  to the  transaction,  of a  disclosure  schedule
prepared by the SEC relating to the penny stock  market.  Commencing  January 1,
1993, the broker-dealer  also must disclose the commissions  payable to both the
broker-dealer  and the  registered  representative,  current  quotations for the
securities and, if the broker-dealer is the sole market-maker, the broker-dealer
must  disclose  this  fact and the  broker-dealer's  presumed  control  over the
market.  Finally,  monthly  statements  must be  sent  disclosing  recent  price
information  for the penny  stock held in the  account  and  information  on the
limited market in penny stocks.

         While many NASDAQ-listed  securities would be covered by the definition
of penny stock,  transactions in a  NASDAQ-listed  security would be exempt from
all but the sole  market-maker  provision for (i) issuers who have $2,000,000 in
tangible assets  ($5,000,000 if the issuer has not been in continuous  operation
for three years),  (ii)  transactions in which the customer is an  institutional
accredited  investor,  and (iii)  transactions  that are not  recommended by the
broker-dealer.  In addition,  transactions in a NASDAQ security  directly with a
NASDAQ  market-maker  for  such  securities  would be  subject  only to the sole
market-maker  disclosure,  and the disclosure  with respect to commissions to be
paid to the broker-dealer and the registered representative. Finally, all NASDAQ
securities  would be exempt if NASDAQ  raised  its  requirements  for  continued
listing so that any issuer with less

                                       9

than $2,000,000 in net tangible assets or stockholders'  equity would be subject
to  delisting.  These  criteria  are  more  stringent  than the  current  NASDAQ
maintenance requirements.  Consequently, these rules may restrict the ability of
broker-dealers  to sell the Company's  securities  and may affect the ability of
purchasers to sell the Company's securities in the secondary market.

                              SELLING SHAREHOLDERS

         An aggregate of 1,798,500 shares of the Company's Common Stock is being
offered pursuant to this Prospectus by the persons whose names appear below (the
"Selling Shareholders"). These shares will be issued to the Selling Shareholders
pursuant  to the  exercise  of stock  options.  The shares may be offered by the
Selling  Shareholders  from  time to  time  at  prevailing  market  prices.  The
following  table sets forth with  respect to each Selling  Shareholder:  (i) the
nature of any position,  office or other material relationship he has had within
the past three years with the Company; (ii) the number of shares of Common Stock
beneficially  owned by him  prior to the  offering,  including  shares of Common
Stock underlying warrants and stock options,  whether or not exercisable;  (iii)
the amount to be offered for his account;  and (iv) the amount and percentage of
the  outstanding  Common Stock to be owned by him after the offering if he sells
all shares offered, and all other factors remain constant.
Shares
                                 Owned                            Shares Owned After
Name and                         Before           Shares              Offering      
Relationship                     Offering         Offered         Amount        %(1)      
- ------------                     --------         -------         ------        ----
George J. Taylor, Jr. (2)       3,188,011          850,000     2,338,011       10.58
Robert G. LaVigne (3)             505,000          275,000       230,000        1.06
Harold L Hansen (4)                65,000           60,000         5,000        *
Hugh M. Taylor (4)                102,370           63,500        38,870        *
Joseph J. Kelley (4)               10,000           10,000             0        *
Alexander E. Capo (5)              62,800           50,000        12,800        *
Joseph A. Novak, Jr. (6)          234,500          170,000        64,500        *
Neil R. Sullivan (7)              100,000          100,000             0        *
John G. Antonich (8)              349,000          220,000       129,000        *
- -------------------------
* represents less than 1%

                                       10

                  (1) The percentages are based upon 21,238,676 shares of Common
Stock issued and  outstanding as of May 5, 1996, plus the amount offered by each
person and any other  currently  exercisable  warrants  or options  beneficially
owned by each person.

                  (2)  Chairman,   President,  Chief  Executive  Officer  and  a
Director of the  Company's  50% owned  affiliate,  Beijing  Antai  Communication
Equipment Company, Ltd. ("ATC")

                  (3) Vice President- Finance & Administration,  Chief Financial
Officer, Secretary, Treasurer, Director and a Director of ATC.

                  (4)  Director

                  (5)  Vice President- marketing and Sales.

                  (6) Vice President- Operations, and Vice General Manager and a
Director of ATC.

                  (7)  General  Manager  and  Assistant   Secretary.   Corporate
Controller from October 1994 until May 1996.

                  (8) General Manager, Cobotyx Division.  Director of Sales from
July 1993 until February 1996.

                              PLAN OF DISTRIBUTION

         The Selling  Shareholders intend to sell the shares offered hereby from
time to time for their own respective  accounts in the open market at the prices
prevailing therein or in individually  negotiated transactions at such prices as
may be agreed upon. Each Selling Shareholder will bear all expenses with respect
to the offering of shares by him except the costs  associated  with  registering
his shares under the Act and preparing and printing this Prospectus.

                                     EXPERTS

         The financial  statements  incorporated in this Prospectus by reference
to the Annual Report on Form 10-KSB of Farmstead  Telephone Group,  Inc. for the
year  ended  December  31,  1995 have been  audited by  Deloitte & Touche,  LLP,
independent  auditors,  as stated in their report with respect thereto, and have
been so included  herein in reliance upon the report of such firm given on their
authority as experts in accounting and auditing.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

               The following  documents filed by the Company with the Commission
are incorporated herein by reference:

                                       11

         (a) The  Company's  Annual  Report on Form  10-KSB for the fiscal  year
ended December 31, 1995.

         (b) The  Company's  Quarterly  Report  on Form  10-QSB  for the  fiscal
quarter ended March 31, 1996.

         (c) The  description  of the Common Stock  contained  in the  Company's
Registration  Statement  on Form 8-A,  dated May 29,  1987,  filed  pursuant  to
Section 12 of the Exchange Act, as amended by Form 8 dated October 1, 1992.

         In  addition,  all  reports  and other  documents  filed by the Company
pursuant to Sections  13(a),  13(c),  14 and 15(d) of the Exchange Act, prior to
the filing of a  post-effective  amendment  which  indicates that all securities
offered hereby have been sold or which deregisters all securities offered hereby
then remaining  unsold,  shall be deemed to be incorporated by reference  herein
and shall be deemed to be a part hereof from the date of the filing of each such
report or document.

         The Company  will  furnish  without  charge to each person to whom this
Prospectus is delivered,  upon written or oral request,  a copy of any or all of
the documents  referred to above which have been or may be  incorporated in this
Prospectus  by  reference,  other than  exhibits to such  documents  unless such
exhibits  are  specifically  incorporated  by  reference  into  the  information
incorporated  herein by  reference.  Requests  should be addressed to: Robert G.
LaVigne, Vice  President-Finance and Administration,  Farmstead Telephone Group,
Inc., 81 Church Street, East Hartford, Connecticut 06108 (860) 282-0010.

                                       12
 
                                      
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation Of Certain Documents By Reference

         The following  documents  filed by the Company with the  Commission are
incorporated herein by reference:

         (a) The  Company's  Annual  Report on Form  10-KSB for the fiscal  year
ended December 31, 1995, filed pursuant to Section 13 of the Exchange Act.

         (b) The  Company's  Quarterly  Report  on Form  10-QSB  for the  fiscal
quarter ended March 31, 1996, filed pursuant to Section 13 of the Exchange Act.

         (c) The  description  of the Common Stock  contained  in the  Company's
Registration  Statement  on Form 8-A,  dated May 29,  1987,  filed  pursuant  to
Section 12 of the Exchange Act, as amended by Form 8 dated October 1, 1992.

         In  addition,  all  reports  and other  documents  filed by the Company
pursuant to Sections  13(a),  13(c),  14 and 15(d) of the Exchange Act, prior to
the filing of a  post-effective  amendment  which  indicates that all securities
offered hereby have been sold or which deregisters all securities offered hereby
then remaining  unsold,  shall be deemed to be incorporated by reference  herein
and shall be deemed to be a part hereof from the date of the filing of each such
report or document.

Item 4.  Description of Securities

         Inapplicable.

Item 5.  Interests of Named Experts and Counsel

         None.

Item 6.  Indemnification of Directors and Officers

         Section  145 of the  Delaware  General  Corporation  Law,  as  amended,
authorizes  the  Company to  indemnify  any  director or officer  under  certain
prescribed  circumstances  and subject to certain  limitations  against  certain
costs and expenses,  including  attorneys' fees actually and reasonably incurred
in connection with any action, suit or proceeding, whether civil, criminal,

                                      II-1

administrative  or  investigative,  to which such person is a party by reason of
being a director or officer of the Company if it is determined  that such person
acted in accordance  with the  applicable  standard of conduct set forth in such
statutory  provisions.  Article 9 of the Company's  Certificate of Incorporation
contains  provisions  relating to the indemnification of directors and officers,
to the full extent permitted by Delaware law.

         The Company may also purchase and maintain insurance for the benefit of
any director or officer  which may cover claims for which the Company  could not
indemnify such person.

Item 7.  Exemption from Registration Claimed

         The securities to be reoffered and resold pursuant to this Registration
Statement were or will be issued upon exercise of stock options in  transactions
that were exempt from  registration  pursuant to Section 4(2) of the  Securities
Act. The selling  shareholders are officers and/or directors of the Company with
access to all material information concerning the Company.

Item 8.  Exhibits

         The  following   exhibits  are  filed  as  part  of  this  Registration
Statement:

         4.1  1992  Stock  Option  Plan  (incorporated  by  reference  from  the
Company's Annual Report on Form 10-K for the year ended December 31, 1992).

         5.  Opinion of Counsel.

         24.1 Consent of Counsel  (included  in the Opinion of Counsel  filed as
part of Exhibit No. 5).

         24.2     Consent of Deloitte & Touche LLP.

Item 9.  Undertakings

        The undersigned small business issuer hereby undertakes to:

         (1) File, during any period in which it offers or sells  securities,  a
post-effective   amendment  to  this  Registration   Statement  to  include  any
additional or changed material information.

         (2) For determining  liability under the Securities Act of 1933,  treat
each post-effective  amendment as a new Registration Statement of the securities
offered,  and the offering of the securities at that time to be the initial bona
fide offering.

         (3) File a post-effective  amendment to remove from registration any of
the securities that remain unsold at the end of the offering.

                                      II-2

                                   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 or amendment to be signed on its behalf by the undersigned,  thereunto
duly  authorized,  in the City of East Hartford and State of  Connecticut on the
13th day of June, 1996.

                         FARMSTEAD TELEPHONE GROUP, INC.

                                        By:/s/ GEORGE J. TAYLOR, JR.
                                           -------------------------
                                           George J. Taylor, Jr.
                                           Chairman of the Board
                                           Chief Executive Officer and President

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

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

/s/ GEORGE J. TAYLOR, JR.   Chairman of the Board         6/13/96
- -------------------------   Chief Executive Officer        
    George J. Taylor, Jr.   and President (Principal  
                            Executive Officer)        
                            

/s/ ROBERT G. LAVIGNE       Vice-President-Finance,       6/13/96
- ---------------------       Secretary, Treasurer and
    Robert G. LaVigne       Director (Principal                  
                            Financial and Accounting             
                            Officer)                     
                            
                          

/s/ HAROLD L. HANSEN        Director                      6/13/96
- --------------------       
    Harold L. Hansen

/s/ HUGH M. TAYLOR          Director                      6/13/96
- ------------------          
    Hugh M. Taylor

/s/ JOSEPH J. KELLEY        Director                      6/13/96
- --------------------       
Joseph J. Kelley

                                      II-3