As filed with the Securities and Exchange Commission on March 31,
                              1998

                                              Registration No.
333-

               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549
                            FORM S-8

                     REGISTRATION STATEMENT
                              UNDER
                   THE SECURITIES ACT OF 1933

              ADVANCED COMMUNICATION SYSTEMS, INC.
     (Exact Name of Registrant as Specified in Its Charter)

           Delaware                          54-1421222
(State or Other Jurisdiction of         (I.R.S. Employer
Identification No.)
Incorporation or Organization)

10089 Lee Highway
Fairfax, Virginia                            22030
(Address of Principal Executive Offices)              (Zip Code)

  Advanced Communication Systems, Inc., Employee Stock Purchase
                              Plan
                    (Full Title of the Plan)

                           Dev Ganesan
 Executive Vice President, Chief Financial Officer and Treasurer
              Advanced Communication Systems, Inc.
                        10089 Lee Highway
                    Fairfax, Virginia  22030
             (Name and Address of Agent for Service)

                         (703) 934-8130
  (Telephone Number, Including Area Code, of Agent For Service)

                            Copy to:

                   Anita J. Finkelstein, Esq.
            Venable, Baetjer, Howard & Civiletti, LLP
             1201 New York Avenue, N.W., Suite 1000
                   Washington, D.C. 20005-3917
<TABLE>
<CAPTION>
                 CALCULATION OF REGISTRATION FEE
                                                               
  Title Of     Amount       Proposed        Proposed      Amount Of
 Securities     To Be        Maximum        Maximum      Registration
   To Be     Registered     Offering       Aggregate      Fee(1)(2)
 Registered                   Price      Offering Price
                               Per           (1)(2)
                           Share(1)(2)
<S>          <C>          <C>            <C>             <C>
Common                                                   
Stock, $.01    325,000       $10.35        $3,363,750      $992.31
par value
per share
</TABLE>
(1)  Estimated solely for the purpose of determining the
     Registration Fee.
(2)  Calculated (i) pursuant to Rules 457(c) and 457(h)(l) based
     upon the average of the high and low prices of the Common
     Stock on the Nasdaq National Market on March 26, 1998 and
     (ii) pursuant to the Plan,  based on 90% of such market
     price.
     <PAGE>
                             PART II

Item 3.        Incorporation of Documents by Reference.

           The  following documents which have been filed by  the
Registrant  with  the  Securities and  Exchange  Commission  (the
"Commission")  are incorporated into this Registration  Statement
by reference:

          (a)  The  Registrant's Annual Report on Form  10-K  for
               the  year ended September 30, 1997, filed with the
               Commission on December 29, 1997;
          
          (b)  The Registrant's Quarterly Report on Form 10-Q for
               the  quarter ended December 31, 1997,  filed  with
               the Commission on February 17, 1998;
          
          (c)  The Registrant's Current Reports on Form 8-K filed
               with the Commission on November 17, 1997; November
               25,  1997 (Form 8-K/A); December 5, 1997; February
               4, 1998 (Form 8-K/A); February 19, 1998, and March
               13, 1998; and
          
          (d)  The  description  of the Common  Stock  set  forth
               under  the heading "Description of Capital  Stock"
               in Registrant's Registration Statement on Form 8-A
               (File  No.  0-22737) filed with the Commission  on
               June  24,  1997  by the Registrant  under  Section
               12(g)  of the Securities Exchange Act of 1934,  as
               amended,  (the "Exchange Act") together  with  any
               amendment or report filed with the Commission  for
               the purpose of updating such description.

     All documents subsequently filed by the Registrant  with the
Commission 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 have  been  sold  or
which deregisters all securities then remaining unsold, shall  be
deemed  to  be  incorporated by reference into this  Registration
Statement  and  to be a part of this Registration Statement  from
the  date  of filing of such documents.  Any statement  contained
herein or in a document incorporated or deemed to be incorporated
by  reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that  a
statement  contained  herein or in any other  subsequently  filed
document  that also is or is deemed to be incorporated herein  by
reference     modifies     or     supersedes     such     earlier
<PAGE>
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.


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  ("Section  145")  of  the  Delaware  General
Corporation  Law,  as  amended,  provides  a  detailed  statutory
framework  covering  indemnification of  officers  and  directors
against liabilities and expenses arising out of legal proceedings
brought  against  them by reason of their being  or  having  been
directors  or  officers. Section 145 generally  provides  that  a
director or officer of a corporation (i) shall be indemnified  by
the  corporation for all expenses of such legal proceedings  when
he or she is successful on the merits, (ii) may be indemnified by
the  corporation for the expenses, judgments, fines  and  amounts
paid  in  settlement of such proceedings (other than a derivative
suit), even if he or she is not successful on the merits,  if  he
or  she  acted in good faith and in a manner he or she reasonably
believed  to  be in or not opposed to the best interests  of  the
corporation,  and,  with  respect  to  any  criminal  action   or
proceeding, had no reasonable cause to believe his or her conduct
was unlawful, and (iii) may be indemnified by the corporation for
the  expenses  of  a  derivative suit (a suit  by  a  stockholder
alleging a breach by a director or officer of a duty owed to  the
corporation), even if he or she is not successful on the  merits,
if  he  or  she  acted in good faith and in a manner  he  or  she
reasonably believed to be in or not opposed to the best interests
of  the  corporation. No indemnification may be made under clause
(iii)  above,  however, if the director or  officer  is  adjudged
liable for negligence or misconduct in the performance of his  or
her  duties  to the corporation, unless a corporation  determines
that,  despite  such  adjudication,  but  in  view  of  all   the
circumstances,  he  or  she is entitled to  indemnification.  The
indemnification described in clauses (ii) and (iii) above may  be
made  only  upon a determination that indemnification  is  proper
because                       the                      applicable
<PAGE>
standard  of  conduct has been met. Such a determination  may  be
made  by  a  majority  of  a  quorum of disinterested  directors,
independent  legal  counsel,  the  stockholders  or  a  court  of
competent jurisdiction.

      The  indemnification of officers and directors is  provided
for  by  Article Sixth of the Registrant's Amended  and  Restated
Certificate  of  Incorporation, which provides in substance  that
the Registrant has the power, to the fullest extent permitted  by
law as it now exists or as amended, to indemnify each officer and
director  against costs and expenses, including  attorneys'  fees
and  disbursements,  and  any liabilities,  including  judgments,
fines,  penalties,  excise taxes and amounts paid  in  settlement
which  he or she may incur in connection with any action to which
he  or  she may be made a party by reason of his or her being  or
having  been  an  or director of the Registrant,  or  serving  or
having  served  in any capacity at the request of the  Registrant
for  any  other  corporation, partnership, joint venture,  trust,
employee  benefit  plan or other enterprise. The  indemnification
provided by the Registrant's Amended and Restated Certificate  of
Incorporation is not deemed exclusive of or intended in  any  way
to   limit   any  other  rights  to  which  any  person   seeking
indemnification may be entitled.

      Under Article VIII of the Registrant's Amended and Restated
Bylaws,  generally, the indemnification permitted by the  Amended
Certificate  of Incorporation is made mandatory with  respect  to
directors  and  extended to officers (including former  directors
and  officers  of  the Registrant or persons  serving  or  having
served  in  such capacities for other entities at the request  of
the Registrant), in each case in connection with any action, suit
or   proceeding,  whether  civil,  criminal,  administrative   or
investigative  (other  than an action  by  or  in  right  of  the
Registrant),  provided  such officer or director  acted  in  good
faith  and in a manner he or she believed to be in or not opposed
to the best interests of the Registrant, and, with respect to any
criminal  action  or  proceeding, had  not  reasonable  cause  to
believe  that  his or her conduct was unlawful  In  the  case  of
actions by or in the right of the Registrant, indemnification  is
available under the same standards set forth above, except  that,
in  addition, (unless a court of competent jurisdiction otherwise
determines)   the  officer  or director  seeking  indemnification
shall  not  have  been adjudged liable to the  Registrant.    The
Registrant's Amended and Restated Bylaws limit indemnification in
respect  to  actions other than those by or in the right  of  the
Registrant  to  expenses, judgments, fines and  amounts  paid  in
settlement  actually and reasonably incurred by the  director  or
<PAGE>
officer seeking indemnification and, in respect of actions by  or
in  the  right of the Registrant, to expenses so incurred.    The
Registrant's  Amended and Restated Bylaws also  provide  for  the
advancement of certain expenses upon a determination by the Board
of Directors.

      Section 102(b)(7) of the Delaware General Corporation  Law,
as  amended,  permits a corporation to provide in its certificate
of  incorporation that a director of the corporation shall not be
personally  liable  to  the corporation or its  stockholders  for
monetary  damages  for breach of fiduciary duty  as  a  director,
except for liability (i) for any breach of the director's duty of
loyalty to the corporation or its stockholders, (ii) for acts  or
omissions   not  in  good  faith  or  which  involve  intentional
misconduct or a knowing violation of law, (iii) under Section 174
of  the  Delaware  General  Corporation  Law,  or  (iv)  for  any
transaction from which the director derived an improper  personal
benefit.

      Article  Ninth  of  the Registrant's Amended  and  Restated
Certificate  of  Incorporation provides for  the  elimination  of
personal liability of a director for breach of fiduciary duty, as
permitted   by   Section  102(b)(7)  of  the   Delaware   General
Corporation Law.

      The  Registrant has entered into indemnification agreements
with  certain of its officers and directors pursuant to which  it
has  agreed  to  indemnify such officers  and  directors  against
judgments,  claims, damages, losses and expenses  incurred  as  a
result  of the fact that any director or officer, in his  or  her
capacity as such, is made or threatened to be made a party to any
suit  or  proceeding. The indemnification agreements provide  for
the advancement of certain expenses to officers and directors  in
connection with any such suit or proceeding.

      The  Registrant maintains liability insurance in the amount
of  $5  million  insuring  its  officers  and  directors  against
liabilities  that  they  may incur in such capacities,  including
liabilities arising under the Federal securities laws other  than
liabilities arising out of the filing of a registration statement
with the Securities and Exchange Commission.

Item 7.        Exemption from Registration Claimed.

          Not applicable.
<PAGE>
Item 8.        Exhibits.

     4.1       Amended  and Restated Certificate of Incorporation
               of  the  Registrant  (filed as Exhibit 3.3 to  the
               Registrant's Registration Statement  of  Form  S-1
               (File No. 333-23959) and incorporated by reference
               herein).

     4.2       Amended  and  Restated Bylaws  of  the  Registrant
               (filed   as   Exhibit  3.4  to  the   Registrant's
               Registration Statement on Form S-1 (File No.  333-
               23959) and incorporated by reference herein).
     
     5*        Opinion of Counsel.
     
     23.1*     Consent  of  Venable, Baetjer, Howard & Civiletti,
               LLP.(included in Exhibit 5).
     
     23.2*     Consent of Independent Public Accountants.
     
     24*       Powers of Attorney (included in signature page).

* Filed herewith.

Item 9.        Undertakings.

(1)  The undersigned Registrant hereby undertakes:

          (a)  To file, during any period in which offers or
          sales are being made, a post-effective amendment to
          this registration statement:

          (i)  To include any prospectus required by section
               10(a)(3) of the Securities Act of 1933, as
               amended (the "Securities Act");

           (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
<PAGE>
                     total  dollar  value of  securities  offered
               would  not  exceed that which as  registered)  and
               any  deviation  from the low or high  and  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 20 percent change  in  the
               maximum aggregate offering price set forth in  the
               "Calculation  of Registration Fee"  table  in  the
               effective registration statement; and
       
        (iii) To  include  any material information with  respect
               to   the   plan  of  distribution  not  previously
               disclosed  in  the registration statement  or  any
               material  change  to  such  information   in   the
               registration statement;

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

     (b)       That, for the purpose of determining any liability
          under  the  Securities  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.

     (c)  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.

 (2)       The undersigned Registrant hereby undertakes that, for
     purposes  of determining any liability under the  Securities
     Act,  each filing of the Registrant's annual report pursuant
     to  Section 13(a) or Section 15(d) of the Exchange Act  that
     is  incorporated by reference in the Registration  Statement
     shall  be deemed to be a new registration statement relating
     to  the securities offered therein, and the offering of such
     securities  at that time shall be deemed to be  the  initial
     bona fide offering thereof.

<PAGE>
(3)    Insofar  as indemnification for liabilities arising  under
the  Securities 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.
<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 Fairfax, in the State of Virginia, on this 30th  day
of March, 1998.

                         ADVANCED COMMUNICATION SYSTEMS, INC.
                         
                         By:  /s/ George A. Robinson
                              George A. Robinson
                              Chairman, President and Chief
                              Executive Officer
                              (Principal Executive Officer)


      Each  person whose signature appears below constitutes  and
appoints  George A. Robinson and Dev Ganesan, and each  of  them,
his or her true and lawful attorney-in-fact, each with full power
of substitution and resubstitution, severally, for him and in his
or  her name, place and stead, in any and all capacities, to sign
any  and  all amendments (including post-effective amendments  or
supplements)  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 attorney-in-fact and agent 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 or she might or could do  in  person,
hereby  ratifying  and confirming all that said  attorney-in-fact
and  agent, or his or her 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/ George A.         Chairman, President and   March 30, 1998
Robinson              Chief Executive Officer
George A. Robinson      (Principal Executive
                              Officer)
                                                       
/s/ Dev Ganesan            Executive Vice       March 30, 1998
Dev Ganesan               President, Chief
                       Financial Officer and
                             Treasurer
                        (Principal Financial
                       Officer and Principal
                        Accounting Officer)
<PAGE>
                                                       
                                                       
/s/Thomas A. Costello         Director          March 30, 1998
Thomas A. Costello
                                                       
                                                       
Charles G. Martinache         Director          March __, 1998
                                                       
                                                       
/s/Charles R. Collins         Director          March 30, 1998
Charles R. Collins
                                                       
                                                       
Wayne Shelton                 Director          March __, 1998
<PAGE>
                          Exhibit Index


Exhibit Number      Description

     4.1       Amended  and Restated Certificate of Incorporation
               of  the  Registrant  (filed as Exhibit 3.3 to  the
               Registrant's Registration Statement  on  Form  S-1
               (File No. 333-23959) and incorporated by reference
               herein).

     4.2       Amended  and  Restated Bylaws  of  the  Registrant
               (filed   as   Exhibit  3.4  to  the   Registrant's
               Registration Statement on Form S-1 (File No.  333-
               23959) and incorporated by reference herein).
     
     5         Opinion of Counsel
     
     23.1      Consent  of  Venable,  Baetjer  and  Howard,   LLP
               (included in their opinion filed as Exhibit 5).
     
     23.2      Consent of Independent Public Accountants.
                                
     24        Powers of Attorney (included in signature page).
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 22814}]
{"company-data": {"conformed-name": "ADVANCED COMMUNICATION SYSTEMS INC", "cik": "0001035104", "assigned-sic": "7373", "irs-number": "541421222", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-49051", "film-number": "98584533"}, "business-address": {"street1": "10089 LEE HIGHWAY", "city": "FAIRFAX", "state": "VA", "zip": "22030", "phone": "7039378130"}, "mail-address": {"street1": "10089 LEE HIGHWAY", "city": "FAIRFAX", "state": "VA", "zip": "22030"}}
As filed with the Securities and Exchange Commission on March 31,
                              1998

                                              Registration No.
333-

               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549
                            FORM S-8

                     REGISTRATION STATEMENT
                              UNDER
                   THE SECURITIES ACT OF 1933

              ADVANCED COMMUNICATION SYSTEMS, INC.
     (Exact Name of Registrant as Specified in Its Charter)

           Delaware                          54-1421222
(State or Other Jurisdiction of         (I.R.S. Employer
Identification No.)
Incorporation or Organization)

10089 Lee Highway
Fairfax, Virginia                            22030
(Address of Principal Executive Offices)              (Zip Code)

  Advanced Communication Systems, Inc., Employee Stock Purchase
                              Plan
                    (Full Title of the Plan)

                           Dev Ganesan
 Executive Vice President, Chief Financial Officer and Treasurer
              Advanced Communication Systems, Inc.
                        10089 Lee Highway
                    Fairfax, Virginia  22030
             (Name and Address of Agent for Service)

                         (703) 934-8130
  (Telephone Number, Including Area Code, of Agent For Service)

                            Copy to:

                   Anita J. Finkelstein, Esq.
            Venable, Baetjer, Howard & Civiletti, LLP
             1201 New York Avenue, N.W., Suite 1000
                   Washington, D.C. 20005-3917
CALCULATION OF REGISTRATION FEE
                                                               
  Title Of     Amount       Proposed        Proposed      Amount Of
 Securities     To Be        Maximum        Maximum      Registration
   To Be     Registered     Offering       Aggregate      Fee(1)(2)
 Registered                   Price      Offering Price
                               Per           (1)(2)
                           Share(1)(2)
Common                                                   
Stock, $.01    325,000       $10.35        $3,363,750      $992.31
par value
per share
(1)  Estimated solely for the purpose of determining the
     Registration Fee.
(2)  Calculated (i) pursuant to Rules 457(c) and 457(h)(l) based
     upon the average of the high and low prices of the Common
     Stock on the Nasdaq National Market on March 26, 1998 and
     (ii) pursuant to the Plan,  based on 90% of such market
     price.
PART II

Item 3.        Incorporation of Documents by Reference.

           The  following documents which have been filed by  the
Registrant  with  the  Securities and  Exchange  Commission  (the
"Commission")  are incorporated into this Registration  Statement
by reference:

          (a)  The  Registrant's Annual Report on Form  10-K  for
               the  year ended September 30, 1997, filed with the
               Commission on December 29, 1997;
          
          (b)  The Registrant's Quarterly Report on Form 10-Q for
               the  quarter ended December 31, 1997,  filed  with
               the Commission on February 17, 1998;
          
          (c)  The Registrant's Current Reports on Form 8-K filed
               with the Commission on November 17, 1997; November
               25,  1997 (Form 8-K/A); December 5, 1997; February
               4, 1998 (Form 8-K/A); February 19, 1998, and March
               13, 1998; and
          
          (d)  The  description  of the Common  Stock  set  forth
               under  the heading "Description of Capital  Stock"
               in Registrant's Registration Statement on Form 8-A
               (File  No.  0-22737) filed with the Commission  on
               June  24,  1997  by the Registrant  under  Section
               12(g)  of the Securities Exchange Act of 1934,  as
               amended,  (the "Exchange Act") together  with  any
               amendment or report filed with the Commission  for
               the purpose of updating such description.

     All documents subsequently filed by the Registrant  with the
Commission 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 have  been  sold  or
which deregisters all securities then remaining unsold, shall  be
deemed  to  be  incorporated by reference into this  Registration
Statement  and  to be a part of this Registration Statement  from
the  date  of filing of such documents.  Any statement  contained
herein or in a document incorporated or deemed to be incorporated
by  reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that  a
statement  contained  herein or in any other  subsequently  filed
document  that also is or is deemed to be incorporated herein  by
reference     modifies     or     supersedes     such     earlier
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.

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  ("Section  145")  of  the  Delaware  General
Corporation  Law,  as  amended,  provides  a  detailed  statutory
framework  covering  indemnification of  officers  and  directors
against liabilities and expenses arising out of legal proceedings
brought  against  them by reason of their being  or  having  been
directors  or  officers. Section 145 generally  provides  that  a
director or officer of a corporation (i) shall be indemnified  by
the  corporation for all expenses of such legal proceedings  when
he or she is successful on the merits, (ii) may be indemnified by
the  corporation for the expenses, judgments, fines  and  amounts
paid  in  settlement of such proceedings (other than a derivative
suit), even if he or she is not successful on the merits,  if  he
or  she  acted in good faith and in a manner he or she reasonably
believed  to  be in or not opposed to the best interests  of  the
corporation,  and,  with  respect  to  any  criminal  action   or
proceeding, had no reasonable cause to believe his or her conduct
was unlawful, and (iii) may be indemnified by the corporation for
the  expenses  of  a  derivative suit (a suit  by  a  stockholder
alleging a breach by a director or officer of a duty owed to  the
corporation), even if he or she is not successful on the  merits,
if  he  or  she  acted in good faith and in a manner  he  or  she
reasonably believed to be in or not opposed to the best interests
of  the  corporation. No indemnification may be made under clause
(iii)  above,  however, if the director or  officer  is  adjudged
liable for negligence or misconduct in the performance of his  or
her  duties  to the corporation, unless a corporation  determines
that,  despite  such  adjudication,  but  in  view  of  all   the
circumstances,  he  or  she is entitled to  indemnification.  The
indemnification described in clauses (ii) and (iii) above may  be
made  only  upon a determination that indemnification  is  proper
because                       the                      applicable
standard  of  conduct has been met. Such a determination  may  be
made  by  a  majority  of  a  quorum of disinterested  directors,
independent  legal  counsel,  the  stockholders  or  a  court  of
competent jurisdiction.

      The  indemnification of officers and directors is  provided
for  by  Article Sixth of the Registrant's Amended  and  Restated
Certificate  of  Incorporation, which provides in substance  that
the Registrant has the power, to the fullest extent permitted  by
law as it now exists or as amended, to indemnify each officer and
director  against costs and expenses, including  attorneys'  fees
and  disbursements,  and  any liabilities,  including  judgments,
fines,  penalties,  excise taxes and amounts paid  in  settlement
which  he or she may incur in connection with any action to which
he  or  she may be made a party by reason of his or her being  or
having  been  an  or director of the Registrant,  or  serving  or
having  served  in any capacity at the request of the  Registrant
for  any  other  corporation, partnership, joint venture,  trust,
employee  benefit  plan or other enterprise. The  indemnification
provided by the Registrant's Amended and Restated Certificate  of
Incorporation is not deemed exclusive of or intended in  any  way
to   limit   any  other  rights  to  which  any  person   seeking
indemnification may be entitled.

      Under Article VIII of the Registrant's Amended and Restated
Bylaws,  generally, the indemnification permitted by the  Amended
Certificate  of Incorporation is made mandatory with  respect  to
directors  and  extended to officers (including former  directors
and  officers  of  the Registrant or persons  serving  or  having
served  in  such capacities for other entities at the request  of
the Registrant), in each case in connection with any action, suit
or   proceeding,  whether  civil,  criminal,  administrative   or
investigative  (other  than an action  by  or  in  right  of  the
Registrant),  provided  such officer or director  acted  in  good
faith  and in a manner he or she believed to be in or not opposed
to the best interests of the Registrant, and, with respect to any
criminal  action  or  proceeding, had  not  reasonable  cause  to
believe  that  his or her conduct was unlawful  In  the  case  of
actions by or in the right of the Registrant, indemnification  is
available under the same standards set forth above, except  that,
in  addition, (unless a court of competent jurisdiction otherwise
determines)   the  officer  or director  seeking  indemnification
shall  not  have  been adjudged liable to the  Registrant.    The
Registrant's Amended and Restated Bylaws limit indemnification in
respect  to  actions other than those by or in the right  of  the
Registrant  to  expenses, judgments, fines and  amounts  paid  in
settlement  actually and reasonably incurred by the  director  or
officer seeking indemnification and, in respect of actions by  or
in  the  right of the Registrant, to expenses so incurred.    The
Registrant's  Amended and Restated Bylaws also  provide  for  the
advancement of certain expenses upon a determination by the Board
of Directors.

      Section 102(b)(7) of the Delaware General Corporation  Law,
as  amended,  permits a corporation to provide in its certificate
of  incorporation that a director of the corporation shall not be
personally  liable  to  the corporation or its  stockholders  for
monetary  damages  for breach of fiduciary duty  as  a  director,
except for liability (i) for any breach of the director's duty of
loyalty to the corporation or its stockholders, (ii) for acts  or
omissions   not  in  good  faith  or  which  involve  intentional
misconduct or a knowing violation of law, (iii) under Section 174
of  the  Delaware  General  Corporation  Law,  or  (iv)  for  any
transaction from which the director derived an improper  personal
benefit.

      Article  Ninth  of  the Registrant's Amended  and  Restated
Certificate  of  Incorporation provides for  the  elimination  of
personal liability of a director for breach of fiduciary duty, as
permitted   by   Section  102(b)(7)  of  the   Delaware   General
Corporation Law.

      The  Registrant has entered into indemnification agreements
with  certain of its officers and directors pursuant to which  it
has  agreed  to  indemnify such officers  and  directors  against
judgments,  claims, damages, losses and expenses  incurred  as  a
result  of the fact that any director or officer, in his  or  her
capacity as such, is made or threatened to be made a party to any
suit  or  proceeding. The indemnification agreements provide  for
the advancement of certain expenses to officers and directors  in
connection with any such suit or proceeding.

      The  Registrant maintains liability insurance in the amount
of  $5  million  insuring  its  officers  and  directors  against
liabilities  that  they  may incur in such capacities,  including
liabilities arising under the Federal securities laws other  than
liabilities arising out of the filing of a registration statement
with the Securities and Exchange Commission.

Item 7.        Exemption from Registration Claimed.

          Not applicable.
Item 8.        Exhibits.

     4.1       Amended  and Restated Certificate of Incorporation
               of  the  Registrant  (filed as Exhibit 3.3 to  the
               Registrant's Registration Statement  of  Form  S-1
               (File No. 333-23959) and incorporated by reference
               herein).

     4.2       Amended  and  Restated Bylaws  of  the  Registrant
               (filed   as   Exhibit  3.4  to  the   Registrant's
               Registration Statement on Form S-1 (File No.  333-
               23959) and incorporated by reference herein).
     
     5*        Opinion of Counsel.
     
     23.1*     Consent  of  Venable, Baetjer, Howard & Civiletti,
               LLP.(included in Exhibit 5).
     
     23.2*     Consent of Independent Public Accountants.
     
     24*       Powers of Attorney (included in signature page).

* Filed herewith.

Item 9.        Undertakings.

(1)  The undersigned Registrant hereby undertakes:

          (a)  To file, during any period in which offers or
          sales are being made, a post-effective amendment to
          this registration statement:

          (i)  To include any prospectus required by section
               10(a)(3) of the Securities Act of 1933, as
               amended (the "Securities Act");

           (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 as  registered)  and
               any  deviation  from the low or high  and  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 20 percent change  in  the
               maximum aggregate offering price set forth in  the
               "Calculation  of Registration Fee"  table  in  the
               effective registration statement; and
       
        (iii) To  include  any material information with  respect
               to   the   plan  of  distribution  not  previously
               disclosed  in  the registration statement  or  any
               material  change  to  such  information   in   the
               registration statement;

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

     (b)       That, for the purpose of determining any liability
          under  the  Securities  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.

     (c)  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.

 (2)       The undersigned Registrant hereby undertakes that, for
     purposes  of determining any liability under the  Securities
     Act,  each filing of the Registrant's annual report pursuant
     to  Section 13(a) or Section 15(d) of the Exchange Act  that
     is  incorporated by reference in the Registration  Statement
     shall  be deemed to be a new registration statement relating
     to  the securities offered therein, and the offering of such
     securities  at that time shall be deemed to be  the  initial
     bona fide offering thereof.
(3)    Insofar  as indemnification for liabilities arising  under
the  Securities 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.
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 Fairfax, in the State of Virginia, on this 30th  day
of March, 1998.

                         ADVANCED COMMUNICATION SYSTEMS, INC.
                         
                         By:  /s/ George A. Robinson
                              George A. Robinson
                              Chairman, President and Chief
                              Executive Officer
                              (Principal Executive Officer)

      Each  person whose signature appears below constitutes  and
appoints  George A. Robinson and Dev Ganesan, and each  of  them,
his or her true and lawful attorney-in-fact, each with full power
of substitution and resubstitution, severally, for him and in his
or  her name, place and stead, in any and all capacities, to sign
any  and  all amendments (including post-effective amendments  or
supplements)  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 attorney-in-fact and agent 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 or she might or could do  in  person,
hereby  ratifying  and confirming all that said  attorney-in-fact
and  agent, or his or her 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/ George A.         Chairman, President and   March 30, 1998
Robinson              Chief Executive Officer
George A. Robinson      (Principal Executive
                              Officer)
                                                       
/s/ Dev Ganesan            Executive Vice       March 30, 1998
Dev Ganesan               President, Chief
                       Financial Officer and
                             Treasurer
                        (Principal Financial
                       Officer and Principal
                        Accounting Officer)
/s/Thomas A. Costello         Director          March 30, 1998
Thomas A. Costello
                                                       
                                                       
Charles G. Martinache         Director          March __, 1998
                                                       
                                                       
/s/Charles R. Collins         Director          March 30, 1998
Charles R. Collins
                                                       
                                                       
Wayne Shelton                 Director          March __, 1998
Exhibit Index

Exhibit Number      Description

     4.1       Amended  and Restated Certificate of Incorporation
               of  the  Registrant  (filed as Exhibit 3.3 to  the
               Registrant's Registration Statement  on  Form  S-1
               (File No. 333-23959) and incorporated by reference
               herein).

     4.2       Amended  and  Restated Bylaws  of  the  Registrant
               (filed   as   Exhibit  3.4  to  the   Registrant's
               Registration Statement on Form S-1 (File No.  333-
               23959) and incorporated by reference herein).
     
     5         Opinion of Counsel
     
     23.1      Consent  of  Venable,  Baetjer  and  Howard,   LLP
               (included in their opinion filed as Exhibit 5).
     
     23.2      Consent of Independent Public Accountants.
                                
     24        Powers of Attorney (included in signature page).