As filed with the Securities and Exchange Commission on May 21, 2001
                                                     Registration No. 333_______

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S8
                             REGISTRATION STATEMENT
                                     Under
                           THE SECURITIES ACT OF 1933

                           ELCOM INTERNATIONAL, INC.
             (Exact Name of Registrant as Specified in its Charter)

         Delaware                                043175156
 (State or Other Jurisdiction of     (I.R.S. Employer Identification No.)
  Incorporation or Organization)

                           Elcom International, Inc.
                                 10 Oceana Way
                          Norwood, Massachusetts 02062
          (Address of Principal Executive Offices, including Zip Code)


            THE 2001 STOCK OPTION PLAN OF ELCOM INTERNATIONAL, INC.,
                            AS AMENDED AND RESTATED
                            (Full Title of the Plan)


Robert J. Crowell                       With a copy to:
Chairman of the Board of Directors      Douglas A. Neary, Esq.
and Chief Executive Officer             Calfee, Halter & Griswold LLP
Elcom International, Inc.               1400 McDonald Investment Center
10 Oceana Way                           800 Superior Avenue
Norwood, Massachusetts 02062            Cleveland, Ohio 44114
(781) 4403333                           (216) 6228200


(Name, Address and Telephone Number, including Area Code, of Agent for Service)

CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
                                   Proposed        Proposed
                                    maximum         maximum
                        Amount     offering        aggregate    Amount of
Title of securities      to be       Price         Offering    registration
to be registered      Registered  Per Share (1)    Price (1)       fee

Common Stock, par
value $.01 per share  2,400,000      $2.505        6,012,000      $1,510
                       (2)(3)
--------------------------------------------------------------------------------

(1)  Estimated in accordance  with Rule 457(c) under the Securities Act of 1933,
     as amended (the  Securities  Act) solely for the purpose of calculating the
     registration fee and based upon the average of the high and low sales price
     of the common stock, par value $.01 per share, of Elcom International, Inc.
     (the Common Stock) reported on the Nasdaq National Market on May 18, 2001.

(2)  The 2,400,000 shares of Common Stock being registered are issuable pursuant
     to The 2001 Stock Option Plan of Elcom International,  Inc., as amended and
     restated (the Plan).

(3)  Pursuant to Rule 416 under the Securities Act, this registration  statement
     also covers such  additional  shares of Common Stock which may be issued or
     become  issuable  under the terms of the Plan in order to prevent  dilution
     resulting from any stock split, stock dividend or similar transaction.

<PAGE>

                                    PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3. Incorporation of Certain Documents by Reference.

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

     1.   The Company's Annual Report on Form 10K for the year ended December
          31, 2000;

     2.   The Company's  Quarterly  Report on Form 10Q for the quarterly  period
          ended March 31, 2001;

     3.   The Company's  Current  Report on Form 8-K, filed on January 26, 2001;
          and

     4.   The  description  of the  Common  Stock  contained  in  the  Company's
          Registration Statement on Form 8A (Reg. No. 0027376);

other than the portions of such  documents  that, by statute,  by designation in
such  document or otherwise,  are not deemed to be filed with the  Commission or
are not required to be incorporated herein by reference.

     All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c),  14 or 15(d) of the  Securities  Exchange Act of 1934 (the  Exchange Act)
after  the  date  of this  Registration  Statement,  prior  to the  filing  of a
posteffective  amendment which  indicates that all securities  offered have been
sold or which deregisters all securities then remaining unsold,  shall be deemed
to be incorporated by reference in the  Registration  Statement and to be a part
hereof  from the date of filing of such  documents,  other than the  portions of
such documents  which by statute,  by designation in such document or otherwise,
are not  deemed  to be  filed  with the  Commission  or are not  required  to be
incorporated herein by reference.

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

Item 4. Description of Securities.

        Not applicable.

Item 5. Interests of Named Experts and Counsel.

        Not applicable.

Item 6. Indemnification of Directors and Officers.

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

                                      II-1


<PAGE>

provides that a corporation shall have the power to indemnify any person who was
or is a party or is threatened to be made a party to any threatened,  pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative  (other than an action by or in the right of the  corporation)  by
reason of the fact that he or she is or was a  director,  officer,  employee  or
agent of the corporation,  or was serving at the request of the corporation in a
similar  capacity with another  corporation  or other entity,  against  expenses
(including  attorneys  fees),  judgments,  fines and amounts paid in  settlement
incurred  in  connection  therewith  if he or she  acted in good  faith and in a
manner  that he or she  reasonably  believed to be in or not opposed to the best
interests of the  corporation.  With respect to a suit by or in the right of the
corporation,  indemnity may be provided to the  foregoing  persons under Section
145 on a basis similar to that set forth above,  except that no indemnity may be
provided  in respect of any claim,  issue or matter as to which such  person has
been adjudged to be liable to the corporation  unless and to the extent that the
Delaware Court of Chancery or the court in which such action, suit or proceeding
was brought  determines that despite the adjudication of liability,  but in view
of all the  circumstances  of the case, such person is entitled to indemnity for
such  expenses as the court deems  proper.  Moreover,  Section 145  provides for
mandatory  indemnification  of a  Director,  officer,  employee  or agent of the
corporation to the extent that such person has been successful in defense of any
such action,  suit or proceeding  and provides  that a  corporation  may pay the
expenses of an officer or director in  defending an action,  suit or  proceeding
upon  receipt  of an  undertaking  to repay  such  amounts  if it is  ultimately
determined  that such  person is not  entitled  to be  indemnified.  Section 145
establishes  provisions  for  determining  that a given  person is  entitled  to
indemnification,  and also  provides  that the  indemnification  provided  by or
granted  under  Section  145 is not  exclusive  of any  rights to  indemnity  or
advancement  of expenses  to which such person may be entitled  under any bylaw,
agreement, vote of stockholders or disinterested Directors or otherwise.

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

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

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

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


                                      II-2


<PAGE>

Company.  The Company  maintains  insurance  policies insuring its directors and
officers  against  certain  losses  incurred by them as a result of claims based
upon  their  actions  or  statements  (including  omissions  to act  or to  make
statements)  as  directors  and  officers.  The  aggregate  amount  payable  for
individual  directors  and officers  under such  policies  during the three year
policy term is limited to $15 million. After certain deductibles, the Company is
entitled to reimbursement of up to $15 million under such policies in connection
with its indemnification of directors and officers.

The Company also maintains an insurance  policy  insuring those  individuals who
are fiduciaries,  as defined by the Employee  Retirement  Income Security Act of
1974,  under certain  employee benefit plans of the Company and its subsidiaries
against  certain  losses  incurred by them as a result of claims  based on their
responsibilities,  obligations and duties under such Act. This fiduciary  policy
is  subject  to  certain  deductibles  and has an annual  aggregate  limit of $3
million.

Item 7. Exemption From Registration Claimed.

        Not applicable.

Item 8. Exhibits.

        See the Exhibit Index at Page E1 of this Registration Statement.

Item 9. Undertakings.

(a)     The undersigned registrant hereby undertakes:

     (1) To file,  during any period in which  offers or sales are being made, a
posteffective amendment to this Registration Statement:

     (i)  To  include  any  prospectus  required  by  Section  10(a)(3)  of  the
Securities Act of 1933;

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

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

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

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

                                      II-3

<PAGE>

such posteffective  amendment shall be deemed to be a new registration statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

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

     (b) The  undersigned  registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrants  annual report  pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable,  each filing of an employee benefit
plans annual report pursuant to Section 15(d) of the Securities  Exchange Act of
1934) 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.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 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.

                                      II-4

<PAGE>

                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form  S8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Norwood, State of Massachusetts,  on the 21st day of
May, 2001


                                   ELCOM INTERNATIONAL, INC.

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


     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities indicated on May 21, 2001.


        Signature                            Title


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

/s/ Peter A. Rendall               Chief Financial Officer and Secretary
Peter A. Rendall                   (Principal Financial and Accounting Officer)


/s/ William W. Smith               Vice Chairman and a Director
William W. Smith


/s/ Richard J. Harries, Jr.        Director
Richard J. Harries, Jr.


/s/ John W. Ortiz                  Director
John W. Ortiz

                                      II-5

<PAGE>

                           ELCOM INTERNATIONAL, INC.
                                 EXHIBIT INDEX


Exhibit                    Exhibit
Number                   Description

4.1  Second Restated Certificate of Incorporation of the Registrant. (1)

4.2  ByLaws of the Registrant, amended as of November 6, 1995. (2)

4.4  Specimen  certificate  for  the  Common  Stock,  par  value  $.01,  of  the
     Registrant. (2)

4.5  Form of 8% Series A Convertible  Preferred Stock Purchase  Agreement,  with
     attached list of purchasers and number of shares purchased,  as of December
     10, 1993. (2)

4.6  Form of Series B Preferred  Stock  Purchase  Agreement for Closings held on
     April 15, June 21 and August 11, 1994, with attached list of purchasers and
     number of shares purchased. (2)

4.7  Form of Series B Preferred  Stock  Purchase  Agreement for Closings held on
     December 30, 1994 and February 6, 1995,  with  attached  list of purchasers
     and number of shares purchased. (2)

4.8  Form of Series C Preferred  Stock  Purchase  Agreement for Closings held on
     June 22 and June 30, 1995,  with attached list of purchasers  and number of
     shares purchased. (2)

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

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

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

4.12 Amended and Restated Lantec Stockholders Agreement, dated April 6, 1996, by
     and among the Registrant,  Robert J. Crowell and the former shareholders of
     a group of related  United  Kingdom  corporations  known as Lantec (4), and
     Renouncement of related Board Observer Right  effective  December 16, 1999.
     (5)

4.13 Form of Lantec  Warrant  Agreement,  dated  January 7, 2000,  with attached
     Second Amended List of Holders of Warrants to Purchase Common Shares of the
     Registrant. (5)

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

                                      E-1

<PAGE>


4.15 Amended and Restated  Structured Equity Line Flexible  Financing  Agreement
     (Equity Line  Agreement),  dated April 7, 2000,  between the registrant and
     Cripple Creek Securities, LLC. (6)

4.15.1 Amendment No. 1 to the Equity Line Agreement, dated April 27, 2000. (7)

4.15.2 Amendment No. 2 to the Equity Line Agreement, dated June 12, 2000. (8)

4.16 Amended and Restated  Registration  Rights Agreement,  dated April 7, 2000,
     between the Registrant and Cripple Creek Securities, LLC. (6)

4.17 Form of Warrant and Minimum Commitment  Warrant of the Registrant  issuable
     to Cripple Creek Securities, LLC. (6)

4.18 Warrant  Agreement,  dated as of December 30, 1999, between the Company and
     Wit Capital Corporation. (6)

4.19 The 2001 Stock Option Plan of the Registrant, as amended and restated. (x)

5.1  Opinion  of  Calfee,  Halter  &  Griswold  LLP  as to the  validity  of the
     securities being offered. (x)

23.1 Consent of KPMG LLP. (x)

23.2 Consent of Arthur Andersen LLP. (x)

23.3 Consent of Calfee, Halter & Griswold LLP (included in Exhibit 5.1).



(1)  Previously  filed as an exhibit to  Registrants  Annual Report on Form 10-K
     for the year ended December 31, 1995 (File No. 000-27376), and incorporated
     herein by reference.

(2)  Previously  filed as an exhibit to  Registration  Statement No.  3398866 on
     Form S1, and incorporated herein by reference.

(3)  Previously filed as an exhibit to Registrants Annual Report on Form 10K for
     the year ended December 31, 1996, and incorporated herein by reference.

(4)  Previously filed as an exhibit to Registrants  Quarterly Report on Form 10Q
     for the quarter ended March 31, 1996 (File No. 000-27376), and incorporated
     herein by reference.

(5)  Previously filed as an exhibit to Registrants Annual Report on Form 10K for
     the year ended December 31, 1999, and incorporated herein by reference.

(6)  Previously  filed as an exhibit to  Registration  Statement No. 33394743 on
     April 11, 2000, on Form S3 and incorporated herein by reference.

(7)  Previously filed as an exhibit to Registration Statement No. 333-94743,  on
     April 28, 2000, and incorporated herein by reference.

                                      E-2

<PAGE>


(8)  Previously filed as an exhibit to Registrants Quarterly Report on Form 10-Q
     for the quarter ended June 30, 2000 and incorporated herein by reference.

(x)  Filed herewith.

                                      E-3

<PAGE>


                                                                    Exhibit 4.19
                           THE 2001 STOCK OPTION PLAN
                          OF ELCOM INTERNATIONAL, INC.
                             AS AMENDED & RESTATED

                                 March 16, 2001


     Elcom International, Inc. hereby adopts a stock option plan for the benefit
of certain persons and subject to the terms and provisions set forth below.

     1. Definitions. The following terms shall have the meanings set forth below
whenever used in this instrument:

     (a)  The word  Affiliate  shall mean any  corporation or other entity which
          controls,  is  controlled  by,  or is under  common  control  with the
          Company including, without limitation, any Subsidiary.

     (b)  The word Board shall mean the Board of Directors of the Company.

     (c)  The word Code shall  mean the  United  States  Internal  Revenue  Code
          (Title 26 of the United  States  Code) as the same may be amended from
          time to time.

     (d)  The word Committee shall mean the Compensation  Committee appointed by
          the Board,  which shall  consist of at least two outside  directors as
          such term is  defined  in  Section  162(m) of the Code,  or if no such
          committee is appointed, the word Committee shall mean the Board.

     (e)  The words Common Stock shall mean the common stock, par value $.01 per
          share, of the Company.

     (f)  The word  Company  shall mean Elcom  International,  Inc.,  a Delaware
          corporation, and any successor thereto that shall maintain this Plan.

     (g)  The words  Incentive Stock Option shall mean any option that qualifies
          as an  incentive  stock  option  under the terms of Section 422 of the
          Code.

                                      E-4

<PAGE>


     (h)  The words Key Personnel shall mean any person whose  performance as an
          employee,  or  independent  contractor,  or  outside  Director  of the
          Company  or an  Affiliate  is,  in  the  judgment  of  the  Committee,
          important to the successful operation of the Company or an Affiliate.

     (i)  The word Optionee  shall mean any Key Personnel to whom a stock option
          has been granted pursuant to this Plan.

     (j)  The  word  Plan   shall  mean  2001   Stock   Option   Plan  of  Elcom
          International,  Inc.,  as it was  originally  adopted,  as amended and
          restated and as it may be amended at a later date.

     (k)  The  word  Subsidiary  shall  have  the  same  meaning  as  subsidiary
          corporation under Section 424(f) of the Code.

     (l)  The words  Substantial  Stockholder  shall mean any Key  Personnel who
          owns more than 10% of the total  combined  voting power of all classes
          of stock of the Company.  Ownership  shall be determined in accordance
          with Section 424(d) of the Code and lawful applicable regulations.

     2. Purpose of the Plan. The purpose of the Plan is to provide Key Personnel
with greater incentive to serve and promote the interests of the Company and its
stockholders.  The premise of the Plan is that, if such Key Personnel  acquire a
proprietary interest in the business of the Company or increase such proprietary
interest as they may already  hold,  then the incentive of such Key Personnel to
work toward the Company's  continued  success will be  commensurately increased.
Accordingly,  the Company will, from time to time during the effective period of
the Plan,  grant to such Key Personnel as may be selected to  participate in the
Plan,  options  to  purchase  Common  Stock  on the  terms  and  subject  to the
conditions  set forth in the Plan.

     3.  Effective  Date of the Plan.  The Plan, as originally  adopted,  became
effective as of November 10, 2000, the date of the Boards  approval and adoption
of the Plan.

     4.  Administration  of the  Plan.  The Plan  shall be  administered  by the

                                      E-5

<PAGE>

Committee.  Each member of the Committee shall be a Non-Employee Director within
the meaning of Rule 16b-3 promulgated under the Securities  Exchange Act of 1934
or any  amendment  of or successor to such Rule as may be in effect from time to
time and an outside director within the meaning of Section 162(m) of the Code or
any amendment of or successor to such provision as may be in effect from time to
time. A majority of the Committee shall  constitute a quorum,  and the acts of a
majority of the members present at any meeting at which a quorum is present,  or
acts approved in writing by all of the members,  shall be acts of the Committee.
The  Committee  may delegate any of its authority to any other person or persons
that it deems appropriate.  Subject to the terms and conditions of the Plan, and
in addition to the other authorizations granted to the Committee under the Plan,
the Committee  shall have full and final  authority in its absolute  discretion:

     (a)  to select the Key Personnel to whom options will be granted;

     (b)  to  determine  the  number of shares of Common  Stock  subject  to any
          option;

     (c)  to determine the time when options will be granted;

     (d)  to determine  the option  price of Common Stock  subject to an option,
          including any repricing thereof;

     (e)  to  determine  the time when each  option  may be  exercised,  and the
          duration of the exercise period;

     (f)  to  determine  whether  and to what  extent an option is an  Incentive
          Stock Option; provided, however, that Incentive Stock Options may only
          be granted to employees of the Company or a Subsidiary;

     (g)  to prescribe the form of the option  agreements  governing the options
          which are  granted  under the Plan and to set the  provisions  of such
          option  agreements as the  Committee  may deem  necessary or desirable
          provided such  provisions are not contrary to the terms and conditions
          of either the Plan or, where the option is an Incentive

                                      E-6


<PAGE>

          Stock Option, Section 422 of the Code;

     (h)  to adopt,  amend and  rescind  such rules and  regulations  as, in the
          Committees  opinion,  may be  advisable in the  administration  of the
          Plan; and

     (i)  to construe and interpret the Plan, the rules and  regulations and the
          instruments  evidencing options granted under the Plan and to make all
          other   determinations   deemed   necessary  or   advisable   for  the
          administration of the Plan.

Any  decision  made or action  taken by the  Committee  in  connection  with the
administration,  interpretation, and implementation of the Plan and of its rules
and  regulations,  shall,  to the extent  permitted  by law, be  conclusive  and
binding upon all Optionees and upon any person claiming under or through such an
Optionee.  Neither the  Committee nor any of its members shall be liable for any
act taken by the  Committee  pursuant  to the Plan.  No member of the  Committee
shall be liable for the act of any other member.

     5.  Persons  Eligible  for  Options.  Subject  to the  restrictions  herein
contained,  options may be granted  from time to time in the  discretion  of the
Committee only to Key Personnel designated by the Committee;  provided, that any
Key  Personnel  who  renounces in writing any right he may have to receive stock
options  under the Plan shall not be eligible to receive any stock options under
the  Plan.  The  Committee  may  grant  more  than  one  option  to the same Key
Personnel.  Notwithstanding  the  foregoing,  no  options  may be granted to any
executive  officer of the Company who either was a CEO during the last completed
fiscal year or was one of the four most highly compensated executive officers of
the Company at the end of the last completed  fiscal year (as such positions are
defined  in  Item  402  of  Regulation  S-K  promulgated  by the  United  States
Securities  and  Exchange  Commission),  unless  and  until  such  time  as  the
stockholders  of the Company have  approved,  adopted and ratified this Plan.

                                      E-7

<PAGE>


     6.  Shares  Subject  to the Plan.  Subject  to the  provisions  of the next
succeeding  provisions  of this  Section  6, the  aggregate  number of shares of
Common  Stock for  which  options  may be  granted  under the Plan  shall be two
million four hundred  thousand  (2,400,000)  shares of Common Stock. The maximum
number of shares of Common Stock for which options may be granted under the Plan
to any one Key  Personnel  in any one fiscal  year of the  Company  is  150,000,
subject to the other provisions of this Section 6. Either treasury or authorized
and  unissued  shares of Common  Stock,  or both,  in such  numbers,  within the
maximum limit of the Plan, as the Committee  shall from time to time  determine,
may be so issued. All shares of Common Stock that are the subject of any lapsed,
expired or terminated  options may be made  available for  reoffering  under the
Plan to any Key  Personnel.  In  addition,  any shares of Common  Stock that are
retained  to  satisfy  an  Optionees  withholding  tax  obligations  or that are
transferred to the Company by an Optionee to satisfy such  obligations or to pay
all or any portion of the option price in accordance with the terms of the Plan,
may be made available for reoffering under the Plan to any Key Personnel.  If an
option granted under this Plan is exercised, any shares of Common Stock that are
the subject  thereof shall not thereafter be available for reoffering  under the
Plan,  except in  accordance  with the  preceding  sentence.

     In the event that  subsequent  to the date of  adoption  of the Plan by the
Board, the outstanding shares of Common Stock are, as a result of a stock split,
stock  dividend,   combination  or  exchange  of  shares,   exchange  for  other
securities,    reclassification,    reorganization,    redesignation,    merger,
consolidation,   recapitalization  or  other  such  change,   including  without
limitation any transaction described in Section 424(a) of the Code, increased or
decreased or changed into or exchanged for a different  number or kind of shares
of stock or other securities of the Company, then

                                      E-8


<PAGE>

(i) there shall  automatically  be  substituted  for each share of Common  Stock
subject to an unexercised option granted under the Plan and each share of Common
Stock  available for additional  grants of options under the Plan the number and
kind of shares of stock or other securities into which each outstanding share of
Common Stock shall be divided or  exchanged,  (ii) the option price per share of
Common   Stock  or  unit  of   securities   shall  be   increased  or  decreased
proportionately  so that the aggregate purchase price for the securities subject
to the option  shall  remain the same as  immediately  prior to such event,  and
(iii) the Committee shall make such other adjustments to the securities  subject
to  options,  the  provisions  of the  Plan,  and  option  agreements  as may be
appropriate,  equitable and in compliance  with the provisions of Section 424(a)
of the Code to the extent  applicable  and any such  adjustment  shall be final,
binding and conclusive as to each Optionee.  Any such  adjustment  shall provide
for the elimination of fractional shares.

     7. Option Provisions.

          (a) Option Price. The option price per share of Common Stock that is
the subject of an Incentive Stock Option shall be determined by the Committee at
the time of grant but shall not be less than one hundred  percent  (100%) of the
fair market  value of a share of Common Stock on the date the option is granted;
provided,  however,  that if any Key Personnel to whom an Incentive Stock Option
is granted is, at the time of the grant, a Substantial  Stockholder,  the option
price per share of Common Stock shall be  determined  by the Committee but shall
not be less than one hundred ten  percent  (110%) of the fair market  value of a
share of Common  Stock on the date the option is granted.  The option  price per
share of Common Stock under each option granted pursuant to the Plan that is not
an Incentive  Stock Option shall be  determined  by the Committee at the time of
grant. Fair market value shall mean, as of any particular date, (i) the

                                      E-9


<PAGE>

average  of the high and low  sale  prices  per  share  of the  Common  Stock as
reported  on the  principal  stock  exchange  on which the Common  Stock is then
trading, if any, or, if, applicable, The Nasdaq Stock Market, on such day, or if
there are no sales on such day, on the next preceding trading day during which a
sale occurred,  or (ii) if clause (i) does not apply because the Common Stock is
not then trading on a stock exchange or The Nasdaq Stock Market, the fair market
value of a share of Common  Stock as  determined  by the  Committee.  The day on
which the  Committee  approves the granting of an option shall be deemed for all
purposes  hereunder  the date on which the  option is  granted,  unless  another
effective  date for such  grant is  specified  by the  Committee.

          (b) Period of Option.  The  Committee  shall  determine  when each
option is to expire but no option shall be exercisable after ten (10) years have
elapsed from the date upon which the option is granted; provided,  however, that
no Incentive  Stock Option granted to a person who is a Substantial  Stockholder
at the time of the grant of such  option  shall be  exercisable  after  five (5)
years  have  elapsed  from the date  upon  which  the  option  is  granted.

          (c) Transferability of Options. Except as provided in this subsection
(c),  no option  granted  under this Plan shall be  transferable  by an Optionee
other than by will or the laws of descent and distribution, and options shall be
exercisable  during an Optionees  lifetime only by the Optionee or, in the event
of the  Optionees  legal  incapacity,  by his  guardian or legal  representative
acting in a fiduciary  capacity on behalf of the  grantee  under state law.  The
Committee may expressly  provide in an option agreement or other written form of
consent that an Optionee may transfer an option which is not an Incentive  Stock
Option to his spouse or lineal descendants (Family Members),  or a trust for the
exclusive  benefit of the Optionee  and/or Family  Members,  or a partnership or
other entity affiliated with the Optionee that may be approved by the

                                      E-10


<PAGE>

Committee. Subsequent transfers of any such option shall be prohibited except in
accordance  with the preceding  sentence.  All terms and  conditions of any such
option  agreement,  including  provisions  relating  to the  termination  of the
Optionees  employment  or service  with the  Company and its  Affiliates,  shall
continue to apply  following a transfer made in accordance  with this subsection
(c).

          (d) Conditions  Governing Exercise of Option.  The  Committee  may,
in its absolute  discretion,  either require that,  prior to the exercise of any
option  granted  hereunder,   the  Optionee  shall  have  been  an  employee  or
independent contractor for a specified period of time after the date such option
was granted, or make any option granted hereunder immediately exercisable.  Each
option  shall  be  subject  to such  additional  or  different  restrictions  or
conditions  with  respect  to the  time  and  method  of  exercise  as  shall be
prescribed by the  Committee.  Upon  satisfaction  of any such  conditions,  the
option  may be  exercised  in  whole or in part at any time  during  the  option
period.  Options shall be exercised by the Optionee (i) giving written notice to
the Company of the Optionees  exercise of the option accompanied by full payment
of the  purchase  price  either in cash or,  with the  consent of the  Committee
(which may be included in the option  agreement),  in whole or in part in shares
of Common Stock,  by delivery to the Company of shares of Common Stock that have
been already owned by the Optionee for at least six months, having a fair market
value on the date the option is exercised  equal to that portion of the purchase
price  for  which  payment  in cash is not  made,  and (ii)  making  appropriate
arrangements  acceptable  to the  Company  (which may be  included in the option
agreement)  with  respect  to  income  tax  withholding,   as  required,   which
arrangements may include, at the absolute  discretion of the Committee,  in lieu
of other withholding arrangements,  (a) the Company withholding from issuance to
the  Optionee  such number of shares

                                      E-11


<PAGE>

of Common Stock  otherwise  issuable  upon exercise of the option as the Company
and the Optionee  may agree for the minimum  required  withholdings,  or (b) the
Optionees delivery to the Company of shares of Common Stock having a fair market
value  on the  date  the  option  is  exercised  equal  to that  portion  of the
withholding   obligation  for  which  payment  in  cash  is  not  made.  Certain
dissolutions  or  liquidations  of the Company or, unless the  provisions of the
option  agreement  provide  otherwise,  mergers or  consolidations  in which the
Company  is not the  surviving  corporation,  may,  but  need  not,  cause  each
outstanding option to terminate, provided, that each Optionee may have the right
during the period, if and only to the extent prescribed in the option agreement,
prior to such  dissolution or liquidation,  or merger or  consolidation in which
the Company is not the surviving  corporation,  to exercise the then exercisable
portion  of his or her  option in whole or in part  without  regard to any other
limitations contained in the Plan or the option agreement. Additional provisions
with respect to acquisitions,  mergers,  liquidations or dissolutions may be set
forth in the option agreement.

          (e) Termination of Employment, Etc.  If an  Optionee  ceases to be  an
employee and/or outside  Director and/or  independent  contractor of the Company
and all  Affiliates,  then the  Committee  shall  have  absolute  discretion  to
establish,  in the  option  agreement  or  otherwise,  the  restrictions  on the
exercisability of options granted hereunder.  An Optionees  employment shall not
be deemed to have terminated while he is on a military,  sick or other bona fide
approved  leave of absence  from the Company or an  Affiliate as such a leave of
absence is described in Section 1.421-7(h) of the Federal Income Tax Regulations
or any lawful successor regulations thereto. If the stock option is an Incentive
Stock Option, no option agreement shall:

          (i)  permit any Optionee to exercise any  Incentive  Stock Option more
               than three (3) months after the date the Optionee ceased to be

                                      E-12


<PAGE>

               employed by the Company  and all  Subsidiaries  if the reason for
               the Optionees cessation of employment was other than his death or
               his  disability  (as such term is defined by Section  22(c)(3) of
               the Code); or

          (ii) permit any Optionee to exercise any  Incentive  Stock Option more
               than  one (1) year  after  the date  the  Optionee  ceased  to be
               employed by the Company  and all  Subsidiaries  if the reason for
               the  Optionees   cessation  of   employment   was  the  Optionees
               disability  (as such term is defined by Section  22(c)(3)  of the
               Code); or

          (iii)permit any person to exercise  any  Incentive  Stock  Option more
               than  one (1) year  after  the date  the  Optionee  ceased  to be
               employed by the Company  and all  Subsidiaries  if either (A) the
               reason for the Optionees cessation of employment was his death or
               (B) the Optionee died within three (3) months after ceasing to be
               employed by the Company and all Subsidiaries;

provided,  however,  unless the option agreement contains  differing  provisions
with respect to the vesting and  exercisability  of options  upon a  termination
without cause, which provisions shall supercede the provisions contained herein,
if an  Optionees  cessation  of  employment  (for  reason  other  than  death or
disability) was by reason of a termination  without cause, as such term shall be
defined in the option agreement,  then that portion of any option granted to the
Optionee  that  is  exercisable  on the  date of such  termination,  may  remain
exercisable for a one hundred eighty (180) day period  commencing on the date of
such  termination  without  cause and that portion of any option  granted to the
Optionee that is not exercisable on the date of such  termination,  shall become
immediately  exercisable  and may remain  exercisable  for a one-hundred  eighty
(180) day  period  commencing  on the date of such  termination;  and  provided,
however,  to the  extent  that  an  option  agreement  does  not  supercede  the
provisions  contained  in this  Section  7(e) and permits  exercise of an option
within  ninety (90) or more days  following  the  commencement  of a termination
without cause, any option that is an Incentive Stock Option must be exercised in
full within ninety (90)

                                      E-13


<PAGE>

days after the commencement of the termination without cause or such Option will
no longer  qualify as an  Incentive  Stock Option and shall  thereafter  be, and
receive the tax treatment  applicable to, a non-qualified  stock option.  If any
option is by terms of the option agreement  exercisable  following the Optionees
death,  then such option shall be  exercisable by the Optionees  estate,  or the
person  designated in the Optionees  Last Will and  Testament,  or the person to
whom  the  option  was  transferred  by  the  applicable  laws  of  descent  and
distribution or by approval of the Committee.

          (f)     Termination of Stock Options Under Certain Circumstances.  The
Committee may cancel any unexpired  stock options at any time if the Optionee is
not in compliance with all applicable  provisions of this Plan or with any stock
option agreement entered into pursuant to this Plan, or if the Optionee, without
the prior  written  consent  of the  Company,  engages  in any of the  following
activities: (i) renders services for an organization,  or engages in a business,
that is, in the judgment of the Committee, in competition with the Company or an
Affiliate,  or  (ii)  discloses  to  anyone  outside  of  the  Company  and  the
Affiliates, or uses for any purpose other than the business of the Company or an
Affiliate,  any confidential  information or material relating to the Company or
an Affiliate,  whether  acquired by the Optionee during or after employment with
the Company or an Affiliate,  in a fashion or with a result that the  Committee,
in its  judgment,  deems is or may be  injurious  to the best  interests  of the
Company or an Affiliate. The Committee may, in its discretion and as a condition
to the exercise of a stock option, require an Optionee to acknowledge in writing
that he is in  compliance  with all  applicable  provisions of this Plan and any
stock option  agreement  entered into in  connection  with this Plan and has not
engaged in any  activities  referred to in clauses (i) and (ii) of this  Section
7(f).
          (g)  Limitations  on Grant of Incentive Stock Options. In no event may

                                      E-14

<PAGE>

Incentive  Stock  Options  be  granted  hereunder  to any  person  other than an
employee of the Company or an Affiliate.  In respect of any individual Optionee,
the aggregate fair market value of the shares of Common Stock  (determined as of
the date the respective  Incentive  Stock Options were granted) that are subject
to Incentive Stock Options that first become  exercisable  during any particular
calendar  year  shall  not  exceed  the  sum of  One  Hundred  Thousand  Dollars
($100,000). Options that are not Incentive Stock Options shall not be subject to
the  limitations  described in the  preceding  sentence and shall not be counted
when applying such  limitation.

          (h) Prohibition of Alternative  Options.  It is intended that Key
Personnel who are employees may be granted, simultaneously or from time to time,
Incentive  Stock Options or other stock  options,  but no eligible Key Personnel
shall be granted  alternative  rights in Incentive Stock Options and other stock
options so as to  prevent  options  granted  as  Incentive  Stock  Options  from
qualifying as such within the meaning of Section 422 of the Code.

          (i) Waiver by Committee of Conditions  Governing  Exercise of Option.
The  Committee  may,  in  its  sole  discretion,   waive,  alter  or  amend  any
restrictions  or  conditions  set forth in an  option  agreement  concerning  an
Optionees right to exercise any option and/or the time and method of exercise.

     8.  Amendments  to the Plan.  The  Committee is authorized to interpret the
Plan and from time to time adopt any rules and  regulations for carrying out the
Plan that it may deem  advisable.  Subject to the  approval  of the  Board,  the
Committee  may at any time amend,  modify,  suspend or terminate the Plan. In no
event,  however,  without the approval of the Company's  stockholders, shall any
action of the  Committee  or the Board  result in:

          (a)  amending,  modifying  or altering  the  eligibility  requirements
               provided in Section 5 hereof; or

                                      E-15

<PAGE>

          (b)  increasing or decreasing, except as provided in Section 6 hereof,
               the maximum number of shares for which options may be granted; or

          (c)  decreasing  the minimum  option price per share at which  options
               may be  granted  under the Plan,  as  provided  in  Section  7(a)
               hereof; or

          (d)  extending the date on which the Plan shall  terminate as provided
               in Section 11 hereof; or

          (e)  changing the requirements relating to the Committee;

except as necessary to conform the Plan and/or the option  agreements to changes
in the  Code or other  governing  law.  No  option  may be  granted  during  any
suspension  of this Plan or after  this Plan has  terminated  and no  amendment,
suspension or termination shall, without the Optionees consent,  alter or impair
any of the rights or  obligations  under an option  theretofore  granted to such
Optionee under this Plan.

     9.  Investment  Representation,  Approvals  and Listing.  The Committee may
condition  its grant of any option  hereunder  (or any  transfer  allowed in its
discretion)  upon receipt of an  investment  representation  from the  Optionee,
which shall be substantially similar to the following:

          "Optionee   agrees   that  any   shares  of  Common   Stock  of  Elcom
     International,  Inc. that may be acquired by virtue of the exercise of this
     option shall be acquired for  investment  purposes only and not with a view
     to distribution or resale;  provided,  however, that this restriction shall
     become  inoperative  in the  event  the  shares  of  Common  Stock of Elcom
     International,  Inc.  that are subject to this option  shall be  registered
     under the Securities Act of 1933, as amended,  for issuance to the Optionee
     or in the event there is presented to Elcom International,  Inc. an opinion
     of  counsel  or other  evidence,  in  either  case,  satisfactory  to Elcom
     International,  Inc.  and/or its  counsel to the effect  that the offer and
     sale of the shares of Common Stock of Elcom  International,  Inc.  that are
     subject to this option may lawfully be made without  registration under the
     Securities Act of 1933, as amended."

                                      E-16

<PAGE>


The Company shall not be required to issue any certificates for shares of Common
Stock  upon the  exercise  of an  option  granted  under  the Plan  prior to (i)
obtaining any approval from any  governmental  agency which the Committee shall,
in its  sole  discretion,  determine  to be  necessary  or  advisable,  (ii) the
admission of such shares to listing on any national  securities  exchange or The
Nasdaq  Stock  Market on which the shares of Common  Stock may be listed,  (iii)
completion of any  registration or other  qualification  of the shares of Common
Stock  under  any  state  or  federal  law  or  ruling  or  regulations  of  any
governmental  body which the Committee shall, in its sole discretion,  determine
to be necessary or advisable, or the determination by the Committee, in its sole
discretion, that any registration or other qualification of the shares of Common
Stock  is  not  necessary  or  advisable,   and  (iv)  obtaining  an  investment
representation  from the  Optionee  in the form set forth above or in such other
form as the Committee, in its sole discretion, shall determine to be adequate.

     10. General Provisions.

          (a)     Option  Agreements  Need  Not  Be  Identical.   The  form  and
substance of option agreements,  whether granted at the same or different times,
need not be identical.

          (b)     No Right To Be Employed, Etc.   Nothing in the  Plan or in any
option  agreement  shall  confer upon any  Optionee any right to continue in the
employ of the Company or an  Affiliate,  or to serve as a member of the Board or
as an independent  contractor,  or to be entitled to receive any remuneration or
benefits  not set forth in the Plan or such option  agreement,  or to  interfere
with or limit either the right of the Company or an  Affiliate to terminate  the
employment of, or independent contractor relationship with, such Optionee at any
time or the right of the  stockholders  of the Company to remove him as a member
of the Board with or without cause.

          (c)     Optionee  Does  Not  Have  Rights  Of  Stockholder.    Nothing
contained

                                      E-17


<PAGE>

in the Plan or in any option  agreement  shall be  construed  as  entitling  any
Optionee  to any rights of a  stockholder  as a result of the grant of an option
until such time as shares of Common Stock are actually  issued to such  Optionee
pursuant to the exercise of an option.

          (d) Successors  In  Interest.   The  Plan  shall  be  binding upon the
successors and assigns of the Company.

          (e) No Liability Upon  Distribution  of Shares.   The liability of the
Company  under the Plan and any  distribution  of shares  of Common  Stock  made
hereunder  is limited to the  obligations  set forth herein with respect to such
distribution  and no term or  provision of the Plan shall be construed to impose
any  liability  on the  Company or the  Committee  in favor of any  person  with
respect to any loss,  cost or expense  which the person may incur in  connection
with or arising out of any transaction in connection  with the Plan,  including,
but not limited to, any  liability to any Federal,  state or local tax authority
and/or any securities regulatory authority.

          (f) Taxes.   Appropriate   provisions  shall  be  made  for  all taxes
required  to be  withheld  and/or  paid in  connection  with the  options or the
exercise thereof,  and the transfer of Common Stock pursuant thereto,  under the
applicable  laws or other  regulations of any  governmental  authority,  whether
Federal, state or local and whether domestic or foreign.

          (g) Use of Proceeds.  The  cash proceeds  received by the Company from
the  issuance  of shares of Common  Stock  pursuant to the Plan will be used for
general  corporate  purposes,  or in  such  other  manner  as  the  Board  deems
appropriate.

          (h) Expenses. The expenses of administering the Plan shall be borne by
the Company.

          (i) Captions. The captions and section numbers appearing in the Plan

                                      E-18

<PAGE>


are  inserted  only as a  matter  of  convenience.  They do not  define,  limit,
construe or describe the scope or intent of the provisions of the Plan.

          (j) Number.   The  use  of  the singular or plural herein shall not be
restrictive  as to number and shall be  interpreted  in all cases as the context
may require.

          (k) Gender. The use of the feminine, masculine or neuter pronoun shall
not be  restrictive  as to gender and shall be  interpreted  in all cases as the
context may require.

     11.  Termination  of the Plan.  The Plan  shall  terminate  at the close of
business on November 10, 2010,  and thereafter no options shall be granted under
the Plan.  All options  outstanding at the time of termination of the Plan shall
continue  in  full  force  and  effect  according  to the  terms  of the  option
agreements governing such options and the terms and conditions of the Plan.

     12.  Governing  Law.  The  Plan  shall  be  governed  by and  construed  in
accordance  with the laws of the State of Delaware  and any  applicable  federal
law.

     13. Venue. The venue of any claim brought hereunder by an Optionee shall be
Boston, Massachusetts.

     14. Changes in Governing Rules and  Regulations.  All references  herein to
the Code or sections  thereof,  or to rules and regulations of the Department of
Treasury or of the  Securities and Exchange  Commission,  shall mean and include
the Code sections thereof and such rules and regulations as are now in effect or
as they may be subsequently amended, modified, substituted or superseded.

                                      E-19

<PAGE>



                                                                     Exhibit 5.1


                                        Telephone No. 216/622-8200

                                        May 21, 2001

Elcom International, Inc.
10 Oceana Way
Norwood, Massachusetts  02062

     We are  acting  as  counsel  for  Elcom  International,  Inc.,  a  Delaware
corporation  (the  Company),  in  connection  with the sale from time to time of
2,400,000 shares of Common Stock, par value $.01 per share (the Shares),  of the
Company upon the exercise of options  granted  pursuant to The 2001 Stock Option
Plan of the  Company,  as amended and  restated  (the Plan).  As counsel for the
Company, we have assisted in the preparation of a Registration Statement on Form
S8 (the  Registration  Statement) to be filed by the Company with the Securities
and  Exchange  Commission  to  effect  the  registration  of  Shares  under  the
Securities Act of 1933, as amended.

     In this connection, we have examined such documents, records and matters of
law as we have deemed necessary for purposes of this opinion,  and based thereon
we are of the opinion that the Shares covered by the Registration  Statement are
duly  authorized  and,  when  issued  and sold from  time to time in the  manner
contemplated by the Plan, will be validly issued, fully paid and nonassessable.

     This  opinion  is limited to the  General  Corporation  Law of the State of
Delaware,  and we  express  no view as to the  effect  of any  other  law on the
opinions set forth herein.

     We hereby  consent  to the filing of this  opinion  as  Exhibit  5.1 to the
Registration  Statement. In giving such consent, we do not thereby admit that we
are in the category of persons whose consent is required  under Section 7 of the
Act.

                                        Very truly yours,



                                        /s/ CALFEE, HALTER & GRISWOLD LLP
                                        CALFEE, HALTER & GRISWOLD LLP

                                      E-20

<PAGE>


                                                                    Exhibit 23.1

                        INDEPENDENT ACCOUNTANTS' CONSENT


The Board of Directors
Elcom International, Inc:


We consent to incorporation by reference in this Registration  Statement on Form
S-8  pertaining to the 2001 Stock Option Plan of Elcom  International,  Inc., as
Amended and  Restated,  of our report  dated  February 9, 2001,  relating to the
consolidated balance sheets of Elcom International,  Inc. and subsidiaries as of
December  31,  1999  and  2000,  and  the  related  consolidated  statements  of
operations and other comprehensive income (loss),  stockholders equity, and cash
flows for each of the years then ended, and all related schedules,  which report
appears  in  the  December  31,  2000  Annual  Report  on  Form  10-K  of  Elcom
International, Inc.

                                        /s/ KPMG LLP

Boston, Massachusetts
May 21, 2001


                                      E-21


<PAGE>

                                                                    Exhibit 23.2


                   CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS



As independent  public  accountants,  we hereby consent to the  incorporation by
reference  included  in this  Registration  Statement  on Form S-8 of our report
dated March 23, 1999 relating to the  consolidated  statements of operations and
other comprehensive  income,  stockholders'  equity, and cash flows for the year
ended December 31, 1998 of Elcom International,  Inc. and subsidiaries,  and all
related schedules  included in Elcom  International,  Inc. and subsidiaries Form
10-K for the year ended December 31, 2000.



/s/ ARTHUR ANDERSEN LLP
Arthur Andersen LLP


Boston, Massachusetts
May 21, 2001

                                      E-22
[{"type": "S-8", "sequence": "1", "filename": "forms8.txt", "description": "2001 PLAN FORM S-8", "secsgml_size_bytes": 61907}]
{"company-data": {"conformed-name": "ELCOM INTERNATIONAL INC", "cik": "0000900096", "assigned-sic": "7371", "irs-number": "043175156", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-61316", "film-number": "1644433"}, "business-address": {"street1": "10 OCEANA WAY", "street2": "SUITE 102", "city": "NORWOOD", "state": "MA", "zip": "02062", "phone": "7814403333"}, "mail-address": {"street1": "10 OCEANA WAY", "city": "NORWOOD", "state": "MA", "zip": "02062"}, "former-company": {"former-conformed-name": "CATALINK DIRECT INC", "date-changed": "19951103"}}
As filed with the Securities and Exchange Commission on May 21, 2001
                                                     Registration No. 333_______

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S8
                             REGISTRATION STATEMENT
                                     Under
                           THE SECURITIES ACT OF 1933

                           ELCOM INTERNATIONAL, INC.
             (Exact Name of Registrant as Specified in its Charter)

         Delaware                                043175156
 (State or Other Jurisdiction of     (I.R.S. Employer Identification No.)
  Incorporation or Organization)

                           Elcom International, Inc.
                                 10 Oceana Way
                          Norwood, Massachusetts 02062
          (Address of Principal Executive Offices, including Zip Code)

            THE 2001 STOCK OPTION PLAN OF ELCOM INTERNATIONAL, INC.,
                            AS AMENDED AND RESTATED
                            (Full Title of the Plan)

Robert J. Crowell                       With a copy to:
Chairman of the Board of Directors      Douglas A. Neary, Esq.
and Chief Executive Officer             Calfee, Halter & Griswold LLP
Elcom International, Inc.               1400 McDonald Investment Center
10 Oceana Way                           800 Superior Avenue
Norwood, Massachusetts 02062            Cleveland, Ohio 44114
(781) 4403333                           (216) 6228200

(Name, Address and Telephone Number, including Area Code, of Agent for Service)

CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
                                   Proposed        Proposed
                                    maximum         maximum
                        Amount     offering        aggregate    Amount of
Title of securities      to be       Price         Offering    registration
to be registered      Registered  Per Share (1)    Price (1)       fee

Common Stock, par
value $.01 per share  2,400,000      $2.505        6,012,000      $1,510
                       (2)(3)
--------------------------------------------------------------------------------

(1)  Estimated in accordance  with Rule 457(c) under the Securities Act of 1933,
     as amended (the  Securities  Act) solely for the purpose of calculating the
     registration fee and based upon the average of the high and low sales price
     of the common stock, par value $.01 per share, of Elcom International, Inc.
     (the Common Stock) reported on the Nasdaq National Market on May 18, 2001.

(2)  The 2,400,000 shares of Common Stock being registered are issuable pursuant
     to The 2001 Stock Option Plan of Elcom International,  Inc., as amended and
     restated (the Plan).

(3)  Pursuant to Rule 416 under the Securities Act, this registration  statement
     also covers such  additional  shares of Common Stock which may be issued or
     become  issuable  under the terms of the Plan in order to prevent  dilution
     resulting from any stock split, stock dividend or similar transaction.
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Certain Documents by Reference.

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

     1.   The Company's Annual Report on Form 10K for the year ended December
          31, 2000;

     2.   The Company's  Quarterly  Report on Form 10Q for the quarterly  period
          ended March 31, 2001;

     3.   The Company's  Current  Report on Form 8-K, filed on January 26, 2001;
          and

     4.   The  description  of the  Common  Stock  contained  in  the  Company's
          Registration Statement on Form 8A (Reg. No. 0027376);

other than the portions of such  documents  that, by statute,  by designation in
such  document or otherwise,  are not deemed to be filed with the  Commission or
are not required to be incorporated herein by reference.

     All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c),  14 or 15(d) of the  Securities  Exchange Act of 1934 (the  Exchange Act)
after  the  date  of this  Registration  Statement,  prior  to the  filing  of a
posteffective  amendment which  indicates that all securities  offered have been
sold or which deregisters all securities then remaining unsold,  shall be deemed
to be incorporated by reference in the  Registration  Statement and to be a part
hereof  from the date of filing of such  documents,  other than the  portions of
such documents  which by statute,  by designation in such document or otherwise,
are not  deemed  to be  filed  with the  Commission  or are not  required  to be
incorporated herein by reference.

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

Item 4. Description of Securities.

        Not applicable.

Item 5. Interests of Named Experts and Counsel.

        Not applicable.

Item 6. Indemnification of Directors and Officers.

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

                                      II-1
provides that a corporation shall have the power to indemnify any person who was
or is a party or is threatened to be made a party to any threatened,  pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative  (other than an action by or in the right of the  corporation)  by
reason of the fact that he or she is or was a  director,  officer,  employee  or
agent of the corporation,  or was serving at the request of the corporation in a
similar  capacity with another  corporation  or other entity,  against  expenses
(including  attorneys  fees),  judgments,  fines and amounts paid in  settlement
incurred  in  connection  therewith  if he or she  acted in good  faith and in a
manner  that he or she  reasonably  believed to be in or not opposed to the best
interests of the  corporation.  With respect to a suit by or in the right of the
corporation,  indemnity may be provided to the  foregoing  persons under Section
145 on a basis similar to that set forth above,  except that no indemnity may be
provided  in respect of any claim,  issue or matter as to which such  person has
been adjudged to be liable to the corporation  unless and to the extent that the
Delaware Court of Chancery or the court in which such action, suit or proceeding
was brought  determines that despite the adjudication of liability,  but in view
of all the  circumstances  of the case, such person is entitled to indemnity for
such  expenses as the court deems  proper.  Moreover,  Section 145  provides for
mandatory  indemnification  of a  Director,  officer,  employee  or agent of the
corporation to the extent that such person has been successful in defense of any
such action,  suit or proceeding  and provides  that a  corporation  may pay the
expenses of an officer or director in  defending an action,  suit or  proceeding
upon  receipt  of an  undertaking  to repay  such  amounts  if it is  ultimately
determined  that such  person is not  entitled  to be  indemnified.  Section 145
establishes  provisions  for  determining  that a given  person is  entitled  to
indemnification,  and also  provides  that the  indemnification  provided  by or
granted  under  Section  145 is not  exclusive  of any  rights to  indemnity  or
advancement  of expenses  to which such person may be entitled  under any bylaw,
agreement, vote of stockholders or disinterested Directors or otherwise.

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

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

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

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

                                      II-2
Company.  The Company  maintains  insurance  policies insuring its directors and
officers  against  certain  losses  incurred by them as a result of claims based
upon  their  actions  or  statements  (including  omissions  to act  or to  make
statements)  as  directors  and  officers.  The  aggregate  amount  payable  for
individual  directors  and officers  under such  policies  during the three year
policy term is limited to $15 million. After certain deductibles, the Company is
entitled to reimbursement of up to $15 million under such policies in connection
with its indemnification of directors and officers.

The Company also maintains an insurance  policy  insuring those  individuals who
are fiduciaries,  as defined by the Employee  Retirement  Income Security Act of
1974,  under certain  employee benefit plans of the Company and its subsidiaries
against  certain  losses  incurred by them as a result of claims  based on their
responsibilities,  obligations and duties under such Act. This fiduciary  policy
is  subject  to  certain  deductibles  and has an annual  aggregate  limit of $3
million.

Item 7. Exemption From Registration Claimed.

        Not applicable.

Item 8. Exhibits.

        See the Exhibit Index at Page E1 of this Registration Statement.

Item 9. Undertakings.

(a)     The undersigned registrant hereby undertakes:

     (1) To file,  during any period in which  offers or sales are being made, a
posteffective amendment to this Registration Statement:

     (i)  To  include  any  prospectus  required  by  Section  10(a)(3)  of  the
Securities Act of 1933;

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

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

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

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

                                      II-3
such posteffective  amendment shall be deemed to be a new registration statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

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

     (b) The  undersigned  registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrants  annual report  pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable,  each filing of an employee benefit
plans annual report pursuant to Section 15(d) of the Securities  Exchange Act of
1934) 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.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 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.

                                      II-4
SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form  S8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Norwood, State of Massachusetts,  on the 21st day of
May, 2001

                                   ELCOM INTERNATIONAL, INC.

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

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities indicated on May 21, 2001.

        Signature                            Title

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

/s/ Peter A. Rendall               Chief Financial Officer and Secretary
Peter A. Rendall                   (Principal Financial and Accounting Officer)

/s/ William W. Smith               Vice Chairman and a Director
William W. Smith

/s/ Richard J. Harries, Jr.        Director
Richard J. Harries, Jr.

/s/ John W. Ortiz                  Director
John W. Ortiz

                                      II-5
ELCOM INTERNATIONAL, INC.
                                 EXHIBIT INDEX

Exhibit                    Exhibit
Number                   Description

4.1  Second Restated Certificate of Incorporation of the Registrant. (1)

4.2  ByLaws of the Registrant, amended as of November 6, 1995. (2)

4.4  Specimen  certificate  for  the  Common  Stock,  par  value  $.01,  of  the
     Registrant. (2)

4.5  Form of 8% Series A Convertible  Preferred Stock Purchase  Agreement,  with
     attached list of purchasers and number of shares purchased,  as of December
     10, 1993. (2)

4.6  Form of Series B Preferred  Stock  Purchase  Agreement for Closings held on
     April 15, June 21 and August 11, 1994, with attached list of purchasers and
     number of shares purchased. (2)

4.7  Form of Series B Preferred  Stock  Purchase  Agreement for Closings held on
     December 30, 1994 and February 6, 1995,  with  attached  list of purchasers
     and number of shares purchased. (2)

4.8  Form of Series C Preferred  Stock  Purchase  Agreement for Closings held on
     June 22 and June 30, 1995,  with attached list of purchasers  and number of
     shares purchased. (2)

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

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

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

4.12 Amended and Restated Lantec Stockholders Agreement, dated April 6, 1996, by
     and among the Registrant,  Robert J. Crowell and the former shareholders of
     a group of related  United  Kingdom  corporations  known as Lantec (4), and
     Renouncement of related Board Observer Right  effective  December 16, 1999.
     (5)

4.13 Form of Lantec  Warrant  Agreement,  dated  January 7, 2000,  with attached
     Second Amended List of Holders of Warrants to Purchase Common Shares of the
     Registrant. (5)

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

                                      E-1
4.15 Amended and Restated  Structured Equity Line Flexible  Financing  Agreement
     (Equity Line  Agreement),  dated April 7, 2000,  between the registrant and
     Cripple Creek Securities, LLC. (6)

4.15.1 Amendment No. 1 to the Equity Line Agreement, dated April 27, 2000. (7)

4.15.2 Amendment No. 2 to the Equity Line Agreement, dated June 12, 2000. (8)

4.16 Amended and Restated  Registration  Rights Agreement,  dated April 7, 2000,
     between the Registrant and Cripple Creek Securities, LLC. (6)

4.17 Form of Warrant and Minimum Commitment  Warrant of the Registrant  issuable
     to Cripple Creek Securities, LLC. (6)

4.18 Warrant  Agreement,  dated as of December 30, 1999, between the Company and
     Wit Capital Corporation. (6)

4.19 The 2001 Stock Option Plan of the Registrant, as amended and restated. (x)

5.1  Opinion  of  Calfee,  Halter  &  Griswold  LLP  as to the  validity  of the
     securities being offered. (x)

23.1 Consent of KPMG LLP. (x)

23.2 Consent of Arthur Andersen LLP. (x)

23.3 Consent of Calfee, Halter & Griswold LLP (included in Exhibit 5.1).

(1)  Previously  filed as an exhibit to  Registrants  Annual Report on Form 10-K
     for the year ended December 31, 1995 (File No. 000-27376), and incorporated
     herein by reference.

(2)  Previously  filed as an exhibit to  Registration  Statement No.  3398866 on
     Form S1, and incorporated herein by reference.

(3)  Previously filed as an exhibit to Registrants Annual Report on Form 10K for
     the year ended December 31, 1996, and incorporated herein by reference.

(4)  Previously filed as an exhibit to Registrants  Quarterly Report on Form 10Q
     for the quarter ended March 31, 1996 (File No. 000-27376), and incorporated
     herein by reference.

(5)  Previously filed as an exhibit to Registrants Annual Report on Form 10K for
     the year ended December 31, 1999, and incorporated herein by reference.

(6)  Previously  filed as an exhibit to  Registration  Statement No. 33394743 on
     April 11, 2000, on Form S3 and incorporated herein by reference.

(7)  Previously filed as an exhibit to Registration Statement No. 333-94743,  on
     April 28, 2000, and incorporated herein by reference.

                                      E-2
(8)  Previously filed as an exhibit to Registrants Quarterly Report on Form 10-Q
     for the quarter ended June 30, 2000 and incorporated herein by reference.

(x)  Filed herewith.

                                      E-3
Exhibit 4.19
                           THE 2001 STOCK OPTION PLAN
                          OF ELCOM INTERNATIONAL, INC.
                             AS AMENDED & RESTATED

                                 March 16, 2001

     Elcom International, Inc. hereby adopts a stock option plan for the benefit
of certain persons and subject to the terms and provisions set forth below.

     1. Definitions. The following terms shall have the meanings set forth below
whenever used in this instrument:

     (a)  The word  Affiliate  shall mean any  corporation or other entity which
          controls,  is  controlled  by,  or is under  common  control  with the
          Company including, without limitation, any Subsidiary.

     (b)  The word Board shall mean the Board of Directors of the Company.

     (c)  The word Code shall  mean the  United  States  Internal  Revenue  Code
          (Title 26 of the United  States  Code) as the same may be amended from
          time to time.

     (d)  The word Committee shall mean the Compensation  Committee appointed by
          the Board,  which shall  consist of at least two outside  directors as
          such term is  defined  in  Section  162(m) of the Code,  or if no such
          committee is appointed, the word Committee shall mean the Board.

     (e)  The words Common Stock shall mean the common stock, par value $.01 per
          share, of the Company.

     (f)  The word  Company  shall mean Elcom  International,  Inc.,  a Delaware
          corporation, and any successor thereto that shall maintain this Plan.

     (g)  The words  Incentive Stock Option shall mean any option that qualifies
          as an  incentive  stock  option  under the terms of Section 422 of the
          Code.

                                      E-4
(h)  The words Key Personnel shall mean any person whose  performance as an
          employee,  or  independent  contractor,  or  outside  Director  of the
          Company  or an  Affiliate  is,  in  the  judgment  of  the  Committee,
          important to the successful operation of the Company or an Affiliate.

     (i)  The word Optionee  shall mean any Key Personnel to whom a stock option
          has been granted pursuant to this Plan.

     (j)  The  word  Plan   shall  mean  2001   Stock   Option   Plan  of  Elcom
          International,  Inc.,  as it was  originally  adopted,  as amended and
          restated and as it may be amended at a later date.

     (k)  The  word  Subsidiary  shall  have  the  same  meaning  as  subsidiary
          corporation under Section 424(f) of the Code.

     (l)  The words  Substantial  Stockholder  shall mean any Key  Personnel who
          owns more than 10% of the total  combined  voting power of all classes
          of stock of the Company.  Ownership  shall be determined in accordance
          with Section 424(d) of the Code and lawful applicable regulations.

     2. Purpose of the Plan. The purpose of the Plan is to provide Key Personnel
with greater incentive to serve and promote the interests of the Company and its
stockholders.  The premise of the Plan is that, if such Key Personnel  acquire a
proprietary interest in the business of the Company or increase such proprietary
interest as they may already  hold,  then the incentive of such Key Personnel to
work toward the Company's  continued  success will be  commensurately increased.
Accordingly,  the Company will, from time to time during the effective period of
the Plan,  grant to such Key Personnel as may be selected to  participate in the
Plan,  options  to  purchase  Common  Stock  on the  terms  and  subject  to the
conditions  set forth in the Plan.

     3.  Effective  Date of the Plan.  The Plan, as originally  adopted,  became
effective as of November 10, 2000, the date of the Boards  approval and adoption
of the Plan.

     4.  Administration  of the  Plan.  The Plan  shall be  administered  by the

                                      E-5
Committee.  Each member of the Committee shall be a Non-Employee Director within
the meaning of Rule 16b-3 promulgated under the Securities  Exchange Act of 1934
or any  amendment  of or successor to such Rule as may be in effect from time to
time and an outside director within the meaning of Section 162(m) of the Code or
any amendment of or successor to such provision as may be in effect from time to
time. A majority of the Committee shall  constitute a quorum,  and the acts of a
majority of the members present at any meeting at which a quorum is present,  or
acts approved in writing by all of the members,  shall be acts of the Committee.
The  Committee  may delegate any of its authority to any other person or persons
that it deems appropriate.  Subject to the terms and conditions of the Plan, and
in addition to the other authorizations granted to the Committee under the Plan,
the Committee  shall have full and final  authority in its absolute  discretion:

     (a)  to select the Key Personnel to whom options will be granted;

     (b)  to  determine  the  number of shares of Common  Stock  subject  to any
          option;

     (c)  to determine the time when options will be granted;

     (d)  to determine  the option  price of Common Stock  subject to an option,
          including any repricing thereof;

     (e)  to  determine  the time when each  option  may be  exercised,  and the
          duration of the exercise period;

     (f)  to  determine  whether  and to what  extent an option is an  Incentive
          Stock Option; provided, however, that Incentive Stock Options may only
          be granted to employees of the Company or a Subsidiary;

     (g)  to prescribe the form of the option  agreements  governing the options
          which are  granted  under the Plan and to set the  provisions  of such
          option  agreements as the  Committee  may deem  necessary or desirable
          provided such  provisions are not contrary to the terms and conditions
          of either the Plan or, where the option is an Incentive

                                      E-6
Stock Option, Section 422 of the Code;

     (h)  to adopt,  amend and  rescind  such rules and  regulations  as, in the
          Committees  opinion,  may be  advisable in the  administration  of the
          Plan; and

     (i)  to construe and interpret the Plan, the rules and  regulations and the
          instruments  evidencing options granted under the Plan and to make all
          other   determinations   deemed   necessary  or   advisable   for  the
          administration of the Plan.

Any  decision  made or action  taken by the  Committee  in  connection  with the
administration,  interpretation, and implementation of the Plan and of its rules
and  regulations,  shall,  to the extent  permitted  by law, be  conclusive  and
binding upon all Optionees and upon any person claiming under or through such an
Optionee.  Neither the  Committee nor any of its members shall be liable for any
act taken by the  Committee  pursuant  to the Plan.  No member of the  Committee
shall be liable for the act of any other member.

     5.  Persons  Eligible  for  Options.  Subject  to the  restrictions  herein
contained,  options may be granted  from time to time in the  discretion  of the
Committee only to Key Personnel designated by the Committee;  provided, that any
Key  Personnel  who  renounces in writing any right he may have to receive stock
options  under the Plan shall not be eligible to receive any stock options under
the  Plan.  The  Committee  may  grant  more  than  one  option  to the same Key
Personnel.  Notwithstanding  the  foregoing,  no  options  may be granted to any
executive  officer of the Company who either was a CEO during the last completed
fiscal year or was one of the four most highly compensated executive officers of
the Company at the end of the last completed  fiscal year (as such positions are
defined  in  Item  402  of  Regulation  S-K  promulgated  by the  United  States
Securities  and  Exchange  Commission),  unless  and  until  such  time  as  the
stockholders  of the Company have  approved,  adopted and ratified this Plan.

                                      E-7
6.  Shares  Subject  to the Plan.  Subject  to the  provisions  of the next
succeeding  provisions  of this  Section  6, the  aggregate  number of shares of
Common  Stock for  which  options  may be  granted  under the Plan  shall be two
million four hundred  thousand  (2,400,000)  shares of Common Stock. The maximum
number of shares of Common Stock for which options may be granted under the Plan
to any one Key  Personnel  in any one fiscal  year of the  Company  is  150,000,
subject to the other provisions of this Section 6. Either treasury or authorized
and  unissued  shares of Common  Stock,  or both,  in such  numbers,  within the
maximum limit of the Plan, as the Committee  shall from time to time  determine,
may be so issued. All shares of Common Stock that are the subject of any lapsed,
expired or terminated  options may be made  available for  reoffering  under the
Plan to any Key  Personnel.  In  addition,  any shares of Common  Stock that are
retained  to  satisfy  an  Optionees  withholding  tax  obligations  or that are
transferred to the Company by an Optionee to satisfy such  obligations or to pay
all or any portion of the option price in accordance with the terms of the Plan,
may be made available for reoffering under the Plan to any Key Personnel.  If an
option granted under this Plan is exercised, any shares of Common Stock that are
the subject  thereof shall not thereafter be available for reoffering  under the
Plan,  except in  accordance  with the  preceding  sentence.

     In the event that  subsequent  to the date of  adoption  of the Plan by the
Board, the outstanding shares of Common Stock are, as a result of a stock split,
stock  dividend,   combination  or  exchange  of  shares,   exchange  for  other
securities,    reclassification,    reorganization,    redesignation,    merger,
consolidation,   recapitalization  or  other  such  change,   including  without
limitation any transaction described in Section 424(a) of the Code, increased or
decreased or changed into or exchanged for a different  number or kind of shares
of stock or other securities of the Company, then

                                      E-8
(i) there shall  automatically  be  substituted  for each share of Common  Stock
subject to an unexercised option granted under the Plan and each share of Common
Stock  available for additional  grants of options under the Plan the number and
kind of shares of stock or other securities into which each outstanding share of
Common Stock shall be divided or  exchanged,  (ii) the option price per share of
Common   Stock  or  unit  of   securities   shall  be   increased  or  decreased
proportionately  so that the aggregate purchase price for the securities subject
to the option  shall  remain the same as  immediately  prior to such event,  and
(iii) the Committee shall make such other adjustments to the securities  subject
to  options,  the  provisions  of the  Plan,  and  option  agreements  as may be
appropriate,  equitable and in compliance  with the provisions of Section 424(a)
of the Code to the extent  applicable  and any such  adjustment  shall be final,
binding and conclusive as to each Optionee.  Any such  adjustment  shall provide
for the elimination of fractional shares.

     7. Option Provisions.

          (a) Option Price. The option price per share of Common Stock that is
the subject of an Incentive Stock Option shall be determined by the Committee at
the time of grant but shall not be less than one hundred  percent  (100%) of the
fair market  value of a share of Common Stock on the date the option is granted;
provided,  however,  that if any Key Personnel to whom an Incentive Stock Option
is granted is, at the time of the grant, a Substantial  Stockholder,  the option
price per share of Common Stock shall be  determined  by the Committee but shall
not be less than one hundred ten  percent  (110%) of the fair market  value of a
share of Common  Stock on the date the option is granted.  The option  price per
share of Common Stock under each option granted pursuant to the Plan that is not
an Incentive  Stock Option shall be  determined  by the Committee at the time of
grant. Fair market value shall mean, as of any particular date, (i) the

                                      E-9
average  of the high and low  sale  prices  per  share  of the  Common  Stock as
reported  on the  principal  stock  exchange  on which the Common  Stock is then
trading, if any, or, if, applicable, The Nasdaq Stock Market, on such day, or if
there are no sales on such day, on the next preceding trading day during which a
sale occurred,  or (ii) if clause (i) does not apply because the Common Stock is
not then trading on a stock exchange or The Nasdaq Stock Market, the fair market
value of a share of Common  Stock as  determined  by the  Committee.  The day on
which the  Committee  approves the granting of an option shall be deemed for all
purposes  hereunder  the date on which the  option is  granted,  unless  another
effective  date for such  grant is  specified  by the  Committee.

          (b) Period of Option.  The  Committee  shall  determine  when each
option is to expire but no option shall be exercisable after ten (10) years have
elapsed from the date upon which the option is granted; provided,  however, that
no Incentive  Stock Option granted to a person who is a Substantial  Stockholder
at the time of the grant of such  option  shall be  exercisable  after  five (5)
years  have  elapsed  from the date  upon  which  the  option  is  granted.

          (c) Transferability of Options. Except as provided in this subsection
(c),  no option  granted  under this Plan shall be  transferable  by an Optionee
other than by will or the laws of descent and distribution, and options shall be
exercisable  during an Optionees  lifetime only by the Optionee or, in the event
of the  Optionees  legal  incapacity,  by his  guardian or legal  representative
acting in a fiduciary  capacity on behalf of the  grantee  under state law.  The
Committee may expressly  provide in an option agreement or other written form of
consent that an Optionee may transfer an option which is not an Incentive  Stock
Option to his spouse or lineal descendants (Family Members),  or a trust for the
exclusive  benefit of the Optionee  and/or Family  Members,  or a partnership or
other entity affiliated with the Optionee that may be approved by the

                                      E-10
Committee. Subsequent transfers of any such option shall be prohibited except in
accordance  with the preceding  sentence.  All terms and  conditions of any such
option  agreement,  including  provisions  relating  to the  termination  of the
Optionees  employment  or service  with the  Company and its  Affiliates,  shall
continue to apply  following a transfer made in accordance  with this subsection
(c).

          (d) Conditions  Governing Exercise of Option.  The  Committee  may,
in its absolute  discretion,  either require that,  prior to the exercise of any
option  granted  hereunder,   the  Optionee  shall  have  been  an  employee  or
independent contractor for a specified period of time after the date such option
was granted, or make any option granted hereunder immediately exercisable.  Each
option  shall  be  subject  to such  additional  or  different  restrictions  or
conditions  with  respect  to the  time  and  method  of  exercise  as  shall be
prescribed by the  Committee.  Upon  satisfaction  of any such  conditions,  the
option  may be  exercised  in  whole or in part at any time  during  the  option
period.  Options shall be exercised by the Optionee (i) giving written notice to
the Company of the Optionees  exercise of the option accompanied by full payment
of the  purchase  price  either in cash or,  with the  consent of the  Committee
(which may be included in the option  agreement),  in whole or in part in shares
of Common Stock,  by delivery to the Company of shares of Common Stock that have
been already owned by the Optionee for at least six months, having a fair market
value on the date the option is exercised  equal to that portion of the purchase
price  for  which  payment  in cash is not  made,  and (ii)  making  appropriate
arrangements  acceptable  to the  Company  (which may be  included in the option
agreement)  with  respect  to  income  tax  withholding,   as  required,   which
arrangements may include, at the absolute  discretion of the Committee,  in lieu
of other withholding arrangements,  (a) the Company withholding from issuance to
the  Optionee  such number of shares

                                      E-11
of Common Stock  otherwise  issuable  upon exercise of the option as the Company
and the Optionee  may agree for the minimum  required  withholdings,  or (b) the
Optionees delivery to the Company of shares of Common Stock having a fair market
value  on the  date  the  option  is  exercised  equal  to that  portion  of the
withholding   obligation  for  which  payment  in  cash  is  not  made.  Certain
dissolutions  or  liquidations  of the Company or, unless the  provisions of the
option  agreement  provide  otherwise,  mergers or  consolidations  in which the
Company  is not the  surviving  corporation,  may,  but  need  not,  cause  each
outstanding option to terminate, provided, that each Optionee may have the right
during the period, if and only to the extent prescribed in the option agreement,
prior to such  dissolution or liquidation,  or merger or  consolidation in which
the Company is not the surviving  corporation,  to exercise the then exercisable
portion  of his or her  option in whole or in part  without  regard to any other
limitations contained in the Plan or the option agreement. Additional provisions
with respect to acquisitions,  mergers,  liquidations or dissolutions may be set
forth in the option agreement.

          (e) Termination of Employment, Etc.  If an  Optionee  ceases to be  an
employee and/or outside  Director and/or  independent  contractor of the Company
and all  Affiliates,  then the  Committee  shall  have  absolute  discretion  to
establish,  in the  option  agreement  or  otherwise,  the  restrictions  on the
exercisability of options granted hereunder.  An Optionees  employment shall not
be deemed to have terminated while he is on a military,  sick or other bona fide
approved  leave of absence  from the Company or an  Affiliate as such a leave of
absence is described in Section 1.421-7(h) of the Federal Income Tax Regulations
or any lawful successor regulations thereto. If the stock option is an Incentive
Stock Option, no option agreement shall:

          (i)  permit any Optionee to exercise any  Incentive  Stock Option more
               than three (3) months after the date the Optionee ceased to be

                                      E-12
employed by the Company  and all  Subsidiaries  if the reason for
               the Optionees cessation of employment was other than his death or
               his  disability  (as such term is defined by Section  22(c)(3) of
               the Code); or

          (ii) permit any Optionee to exercise any  Incentive  Stock Option more
               than  one (1) year  after  the date  the  Optionee  ceased  to be
               employed by the Company  and all  Subsidiaries  if the reason for
               the  Optionees   cessation  of   employment   was  the  Optionees
               disability  (as such term is defined by Section  22(c)(3)  of the
               Code); or

          (iii)permit any person to exercise  any  Incentive  Stock  Option more
               than  one (1) year  after  the date  the  Optionee  ceased  to be
               employed by the Company  and all  Subsidiaries  if either (A) the
               reason for the Optionees cessation of employment was his death or
               (B) the Optionee died within three (3) months after ceasing to be
               employed by the Company and all Subsidiaries;

provided,  however,  unless the option agreement contains  differing  provisions
with respect to the vesting and  exercisability  of options  upon a  termination
without cause, which provisions shall supercede the provisions contained herein,
if an  Optionees  cessation  of  employment  (for  reason  other  than  death or
disability) was by reason of a termination  without cause, as such term shall be
defined in the option agreement,  then that portion of any option granted to the
Optionee  that  is  exercisable  on the  date of such  termination,  may  remain
exercisable for a one hundred eighty (180) day period  commencing on the date of
such  termination  without  cause and that portion of any option  granted to the
Optionee that is not exercisable on the date of such  termination,  shall become
immediately  exercisable  and may remain  exercisable  for a one-hundred  eighty
(180) day  period  commencing  on the date of such  termination;  and  provided,
however,  to the  extent  that  an  option  agreement  does  not  supercede  the
provisions  contained  in this  Section  7(e) and permits  exercise of an option
within  ninety (90) or more days  following  the  commencement  of a termination
without cause, any option that is an Incentive Stock Option must be exercised in
full within ninety (90)

                                      E-13
days after the commencement of the termination without cause or such Option will
no longer  qualify as an  Incentive  Stock Option and shall  thereafter  be, and
receive the tax treatment  applicable to, a non-qualified  stock option.  If any
option is by terms of the option agreement  exercisable  following the Optionees
death,  then such option shall be  exercisable by the Optionees  estate,  or the
person  designated in the Optionees  Last Will and  Testament,  or the person to
whom  the  option  was  transferred  by  the  applicable  laws  of  descent  and
distribution or by approval of the Committee.

          (f)     Termination of Stock Options Under Certain Circumstances.  The
Committee may cancel any unexpired  stock options at any time if the Optionee is
not in compliance with all applicable  provisions of this Plan or with any stock
option agreement entered into pursuant to this Plan, or if the Optionee, without
the prior  written  consent  of the  Company,  engages  in any of the  following
activities: (i) renders services for an organization,  or engages in a business,
that is, in the judgment of the Committee, in competition with the Company or an
Affiliate,  or  (ii)  discloses  to  anyone  outside  of  the  Company  and  the
Affiliates, or uses for any purpose other than the business of the Company or an
Affiliate,  any confidential  information or material relating to the Company or
an Affiliate,  whether  acquired by the Optionee during or after employment with
the Company or an Affiliate,  in a fashion or with a result that the  Committee,
in its  judgment,  deems is or may be  injurious  to the best  interests  of the
Company or an Affiliate. The Committee may, in its discretion and as a condition
to the exercise of a stock option, require an Optionee to acknowledge in writing
that he is in  compliance  with all  applicable  provisions of this Plan and any
stock option  agreement  entered into in  connection  with this Plan and has not
engaged in any  activities  referred to in clauses (i) and (ii) of this  Section
7(f).
          (g)  Limitations  on Grant of Incentive Stock Options. In no event may

                                      E-14
Incentive  Stock  Options  be  granted  hereunder  to any  person  other than an
employee of the Company or an Affiliate.  In respect of any individual Optionee,
the aggregate fair market value of the shares of Common Stock  (determined as of
the date the respective  Incentive  Stock Options were granted) that are subject
to Incentive Stock Options that first become  exercisable  during any particular
calendar  year  shall  not  exceed  the  sum of  One  Hundred  Thousand  Dollars
($100,000). Options that are not Incentive Stock Options shall not be subject to
the  limitations  described in the  preceding  sentence and shall not be counted
when applying such  limitation.

          (h) Prohibition of Alternative  Options.  It is intended that Key
Personnel who are employees may be granted, simultaneously or from time to time,
Incentive  Stock Options or other stock  options,  but no eligible Key Personnel
shall be granted  alternative  rights in Incentive Stock Options and other stock
options so as to  prevent  options  granted  as  Incentive  Stock  Options  from
qualifying as such within the meaning of Section 422 of the Code.

          (i) Waiver by Committee of Conditions  Governing  Exercise of Option.
The  Committee  may,  in  its  sole  discretion,   waive,  alter  or  amend  any
restrictions  or  conditions  set forth in an  option  agreement  concerning  an
Optionees right to exercise any option and/or the time and method of exercise.

     8.  Amendments  to the Plan.  The  Committee is authorized to interpret the
Plan and from time to time adopt any rules and  regulations for carrying out the
Plan that it may deem  advisable.  Subject to the  approval  of the  Board,  the
Committee  may at any time amend,  modify,  suspend or terminate the Plan. In no
event,  however,  without the approval of the Company's  stockholders, shall any
action of the  Committee  or the Board  result in:

          (a)  amending,  modifying  or altering  the  eligibility  requirements
               provided in Section 5 hereof; or

                                      E-15
(b)  increasing or decreasing, except as provided in Section 6 hereof,
               the maximum number of shares for which options may be granted; or

          (c)  decreasing  the minimum  option price per share at which  options
               may be  granted  under the Plan,  as  provided  in  Section  7(a)
               hereof; or

          (d)  extending the date on which the Plan shall  terminate as provided
               in Section 11 hereof; or

          (e)  changing the requirements relating to the Committee;

except as necessary to conform the Plan and/or the option  agreements to changes
in the  Code or other  governing  law.  No  option  may be  granted  during  any
suspension  of this Plan or after  this Plan has  terminated  and no  amendment,
suspension or termination shall, without the Optionees consent,  alter or impair
any of the rights or  obligations  under an option  theretofore  granted to such
Optionee under this Plan.

     9.  Investment  Representation,  Approvals  and Listing.  The Committee may
condition  its grant of any option  hereunder  (or any  transfer  allowed in its
discretion)  upon receipt of an  investment  representation  from the  Optionee,
which shall be substantially similar to the following:

          "Optionee   agrees   that  any   shares  of  Common   Stock  of  Elcom
     International,  Inc. that may be acquired by virtue of the exercise of this
     option shall be acquired for  investment  purposes only and not with a view
     to distribution or resale;  provided,  however, that this restriction shall
     become  inoperative  in the  event  the  shares  of  Common  Stock of Elcom
     International,  Inc.  that are subject to this option  shall be  registered
     under the Securities Act of 1933, as amended,  for issuance to the Optionee
     or in the event there is presented to Elcom International,  Inc. an opinion
     of  counsel  or other  evidence,  in  either  case,  satisfactory  to Elcom
     International,  Inc.  and/or its  counsel to the effect  that the offer and
     sale of the shares of Common Stock of Elcom  International,  Inc.  that are
     subject to this option may lawfully be made without  registration under the
     Securities Act of 1933, as amended."

                                      E-16
The Company shall not be required to issue any certificates for shares of Common
Stock  upon the  exercise  of an  option  granted  under  the Plan  prior to (i)
obtaining any approval from any  governmental  agency which the Committee shall,
in its  sole  discretion,  determine  to be  necessary  or  advisable,  (ii) the
admission of such shares to listing on any national  securities  exchange or The
Nasdaq  Stock  Market on which the shares of Common  Stock may be listed,  (iii)
completion of any  registration or other  qualification  of the shares of Common
Stock  under  any  state  or  federal  law  or  ruling  or  regulations  of  any
governmental  body which the Committee shall, in its sole discretion,  determine
to be necessary or advisable, or the determination by the Committee, in its sole
discretion, that any registration or other qualification of the shares of Common
Stock  is  not  necessary  or  advisable,   and  (iv)  obtaining  an  investment
representation  from the  Optionee  in the form set forth above or in such other
form as the Committee, in its sole discretion, shall determine to be adequate.

     10. General Provisions.

          (a)     Option  Agreements  Need  Not  Be  Identical.   The  form  and
substance of option agreements,  whether granted at the same or different times,
need not be identical.

          (b)     No Right To Be Employed, Etc.   Nothing in the  Plan or in any
option  agreement  shall  confer upon any  Optionee any right to continue in the
employ of the Company or an  Affiliate,  or to serve as a member of the Board or
as an independent  contractor,  or to be entitled to receive any remuneration or
benefits  not set forth in the Plan or such option  agreement,  or to  interfere
with or limit either the right of the Company or an  Affiliate to terminate  the
employment of, or independent contractor relationship with, such Optionee at any
time or the right of the  stockholders  of the Company to remove him as a member
of the Board with or without cause.

          (c)     Optionee  Does  Not  Have  Rights  Of  Stockholder.    Nothing
contained

                                      E-17
in the Plan or in any option  agreement  shall be  construed  as  entitling  any
Optionee  to any rights of a  stockholder  as a result of the grant of an option
until such time as shares of Common Stock are actually  issued to such  Optionee
pursuant to the exercise of an option.

          (d) Successors  In  Interest.   The  Plan  shall  be  binding upon the
successors and assigns of the Company.

          (e) No Liability Upon  Distribution  of Shares.   The liability of the
Company  under the Plan and any  distribution  of shares  of Common  Stock  made
hereunder  is limited to the  obligations  set forth herein with respect to such
distribution  and no term or  provision of the Plan shall be construed to impose
any  liability  on the  Company or the  Committee  in favor of any  person  with
respect to any loss,  cost or expense  which the person may incur in  connection
with or arising out of any transaction in connection  with the Plan,  including,
but not limited to, any  liability to any Federal,  state or local tax authority
and/or any securities regulatory authority.

          (f) Taxes.   Appropriate   provisions  shall  be  made  for  all taxes
required  to be  withheld  and/or  paid in  connection  with the  options or the
exercise thereof,  and the transfer of Common Stock pursuant thereto,  under the
applicable  laws or other  regulations of any  governmental  authority,  whether
Federal, state or local and whether domestic or foreign.

          (g) Use of Proceeds.  The  cash proceeds  received by the Company from
the  issuance  of shares of Common  Stock  pursuant to the Plan will be used for
general  corporate  purposes,  or in  such  other  manner  as  the  Board  deems
appropriate.

          (h) Expenses. The expenses of administering the Plan shall be borne by
the Company.

          (i) Captions. The captions and section numbers appearing in the Plan

                                      E-18
are  inserted  only as a  matter  of  convenience.  They do not  define,  limit,
construe or describe the scope or intent of the provisions of the Plan.

          (j) Number.   The  use  of  the singular or plural herein shall not be
restrictive  as to number and shall be  interpreted  in all cases as the context
may require.

          (k) Gender. The use of the feminine, masculine or neuter pronoun shall
not be  restrictive  as to gender and shall be  interpreted  in all cases as the
context may require.

     11.  Termination  of the Plan.  The Plan  shall  terminate  at the close of
business on November 10, 2010,  and thereafter no options shall be granted under
the Plan.  All options  outstanding at the time of termination of the Plan shall
continue  in  full  force  and  effect  according  to the  terms  of the  option
agreements governing such options and the terms and conditions of the Plan.

     12.  Governing  Law.  The  Plan  shall  be  governed  by and  construed  in
accordance  with the laws of the State of Delaware  and any  applicable  federal
law.

     13. Venue. The venue of any claim brought hereunder by an Optionee shall be
Boston, Massachusetts.

     14. Changes in Governing Rules and  Regulations.  All references  herein to
the Code or sections  thereof,  or to rules and regulations of the Department of
Treasury or of the  Securities and Exchange  Commission,  shall mean and include
the Code sections thereof and such rules and regulations as are now in effect or
as they may be subsequently amended, modified, substituted or superseded.

                                      E-19
Exhibit 5.1

                                        Telephone No. 216/622-8200

                                        May 21, 2001

Elcom International, Inc.
10 Oceana Way
Norwood, Massachusetts  02062

     We are  acting  as  counsel  for  Elcom  International,  Inc.,  a  Delaware
corporation  (the  Company),  in  connection  with the sale from time to time of
2,400,000 shares of Common Stock, par value $.01 per share (the Shares),  of the
Company upon the exercise of options  granted  pursuant to The 2001 Stock Option
Plan of the  Company,  as amended and  restated  (the Plan).  As counsel for the
Company, we have assisted in the preparation of a Registration Statement on Form
S8 (the  Registration  Statement) to be filed by the Company with the Securities
and  Exchange  Commission  to  effect  the  registration  of  Shares  under  the
Securities Act of 1933, as amended.

     In this connection, we have examined such documents, records and matters of
law as we have deemed necessary for purposes of this opinion,  and based thereon
we are of the opinion that the Shares covered by the Registration  Statement are
duly  authorized  and,  when  issued  and sold from  time to time in the  manner
contemplated by the Plan, will be validly issued, fully paid and nonassessable.

     This  opinion  is limited to the  General  Corporation  Law of the State of
Delaware,  and we  express  no view as to the  effect  of any  other  law on the
opinions set forth herein.

     We hereby  consent  to the filing of this  opinion  as  Exhibit  5.1 to the
Registration  Statement. In giving such consent, we do not thereby admit that we
are in the category of persons whose consent is required  under Section 7 of the
Act.

                                        Very truly yours,

                                        /s/ CALFEE, HALTER & GRISWOLD LLP
                                        CALFEE, HALTER & GRISWOLD LLP

                                      E-20
Exhibit 23.1

                        INDEPENDENT ACCOUNTANTS' CONSENT

The Board of Directors
Elcom International, Inc:

We consent to incorporation by reference in this Registration  Statement on Form
S-8  pertaining to the 2001 Stock Option Plan of Elcom  International,  Inc., as
Amended and  Restated,  of our report  dated  February 9, 2001,  relating to the
consolidated balance sheets of Elcom International,  Inc. and subsidiaries as of
December  31,  1999  and  2000,  and  the  related  consolidated  statements  of
operations and other comprehensive income (loss),  stockholders equity, and cash
flows for each of the years then ended, and all related schedules,  which report
appears  in  the  December  31,  2000  Annual  Report  on  Form  10-K  of  Elcom
International, Inc.

                                        /s/ KPMG LLP

Boston, Massachusetts
May 21, 2001

                                      E-21
Exhibit 23.2

                   CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent  public  accountants,  we hereby consent to the  incorporation by
reference  included  in this  Registration  Statement  on Form S-8 of our report
dated March 23, 1999 relating to the  consolidated  statements of operations and
other comprehensive  income,  stockholders'  equity, and cash flows for the year
ended December 31, 1998 of Elcom International,  Inc. and subsidiaries,  and all
related schedules  included in Elcom  International,  Inc. and subsidiaries Form
10-K for the year ended December 31, 2000.

/s/ ARTHUR ANDERSEN LLP
Arthur Andersen LLP

Boston, Massachusetts
May 21, 2001

                                      E-22