<PAGE>


   As filed with the Securities and Exchange Commission on August 22, 1997
                                               Registration No. 333-         .

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                             ---------------------
                                   FORM S-8
                            REGISTRATION STATEMENT
                                    Under
                          THE SECURITIES ACT OF 1933

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

           Delaware                                       04-3175156       
   (State or Other Jurisdiction of        (I.R.S. Employer Identification No.)
   Incorporation or Organization)

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

           THE 1997 STOCK OPTION PLAN OF ELCOM INTERNATIONAL, INC.
                           (Full Title of the Plan)
                             ---------------------

Laurence F. Mulhern                        Copy to:
Corporate Executive Vice President,        Douglas A. Neary, Esq.
Chief Financial Officer, Treasurer         Calfee, Halter & Griswold LLP
and Secretary                              1400 McDonald Investment Center
Elcom International, Inc.                  800 Superior Avenue    
10 Oceana Way                              Cleveland, Ohio 44114
Norwood, Massachusetts 02062               (216) 622-8200
(617) 440-3333                                   
    (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         1,000,000       $6.75       $6,750,000   $2,045.46
                                                                              

(1)   Estimated  in  accordance  with Rule  457(c)  solely for the  purpose of
calculating  the  registration  fee and based upon the average of the high and
low sales price of the Common Stock of Elcom  International,  Inc. reported on
the Nasdaq National Market on August 20, 1997.


<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,   are
incorporated herein by reference:

      1.    The  Company's  Annual  Report  on Form  10-K for the  year  ended
            December 31, 1996;

      2.    The Company's  Current  Report on Form 8-K, and as amended,  dated
            December 6, 1996;

      3.    The Company's  Current  Report on Form 8-K, and as amended,  dated
            February 21, 1997;

      4.    The Company's Current Report on Form 8-K dated March 26, 1997;

      5.    The Company's  Quarterly Report on Form 10-Q for the quarter ended
            March 31, 1997;

      6.    The Company's  Quarterly Report on Form 10-Q for the quarter ended
            June 30, 1997; and

      7.    The description of the Company's  Common Stock, par value $.01 per
            share  (the   "Common   Stock"),   contained   in  the   Company's
            Registration Statement on Form 8-A (Reg. No. 0-27376).

      All  documents  subsequently  filed by the Company  pursuant to Sections
13(a),  13(c),  14 or  15(d)  of the  Securities  Exchange  Act of  1934  (the
"Exchange Act") after the date of this  Registration  Statement,  prior to the
filing of a  post-effective  amendment  which  indicates  that all  securities
offered have been sold or which  deregisters  all  securities  then  remaining
unsold,  shall be deemed to be incorporated by reference in this  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  


                                       1
<PAGE>


statement.  Any such  statement so modified or  superseded  shall not be deemed,
statement.  Any such  statement so modified or  superseded  shall not be deemed,
except as so modified or superseded,  to constitute a part of this  Registration
Statement.

Item 4.     Description of Securities.

      Not applicable.

Item 5.     Interests of Named Experts and Counsel.

      Not applicable.

Item 6.     Indemnification of Directors and Officers.

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

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

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

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


                                       2
<PAGE>

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

Item 7.     Exemption from Registration Claimed.

      Not applicable.

Item 8.     Exhibits.

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

Item 9.     Undertakings.

      (a)   The undersigned Registrant hereby undertakes:

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

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

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

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

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

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

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


                                       3
<PAGE>

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

      (c)   Insofar  as  indemnification  for  liabilities  arising  under the
Securities   Act  of  1933  may  be  permitted  to  Directors,   officers  and
controlling  persons of the Company pursuant to the foregoing  provisions,  or
otherwise,  the Company has been advised that in the opinion of the Securities
and Exchange  Commission  such  indemnification  is against  public  policy as
expressed in the Securities Act of 1933 and is, therefore,  unenforceable.  In
the event that a claim for  indemnification  against such  liabilities  (other
than the payment by the  Company of  expenses  incurred or paid by a Director,
officer or controlling  person of the Company in the successful defense of any
action,  suit or proceeding) is asserted against the Company by such Director,
officer  or  controlling  person  in  connection  with  the  securities  being
registered,  the Company will, unless in the opinion of its counsel the matter
has been settled by  controlling  precedent,  submit to a court of appropriate
jurisdiction the question as to whether such  indemnification by it is against
public policy as expressed in the  Securities Act of 1933 and will be governed
by the final adjudication of such issue.

                                  SIGNATURES

      Pursuant  to  the  requirements  of the  Securities  Act  of  1933,  the
Registrant  certifies that it has reasonable  grounds to believe that it meets
all of the  requirements  for  filing  on Form  S-8 and has duly  caused  this
Registration  Statement  to be  signed  on  its  behalf  by  the  undersigned,
thereunto duly authorized, in the City of Norwood, State of Massachusetts,  on
the 22nd day of August, 1997.

                                          ELCOM INTERNATIONAL, INC.


                                          By:  /s/ Robert J. Crowell
                                               Robert J. Crowell
                                               Chairman  and  Chief  Executive
                                                  Officer

                                       4
<PAGE>

      KNOW  ALL MEN BY  THESE  PRESENTS,  that  each  person  whose  signature
appears below, hereby constitutes and appoints Robert J. Crowell,  Laurence F.
Mulhern,  Douglas A. Neary and David L. Morehous,  or any one or more of them,
his  true  and  lawful  attorneys-in-fact  and  agents,  with  full  power  of
substitution  and  resubstitution  for him in any and all capacities,  to sign
any or all  amendments  or  post-effective  amendments  to  this  Registration
Statement,  and to file the same, with exhibits thereto and other documents in
connection  therewith,  with the Securities and Exchange Commission,  granting
unto  each of such  attorneys-in-fact  and  agents,  or any one of them,  full
power and  authority to do and perform each and every act and thing  requisite
and  necessary  in  connection  with such  matters  and hereby  ratifying  and
confirming  all  that  each  of  such  attorneys-in-fact  and  agents  or  his
substitute or substitutes may do or cause to be done by virtue hereof.

      Pursuant  to the  requirements  of the  Securities  Act  of  1933,  this
Registration  Statement has been signed below by the following  persons in the
capacities indicated on August 22, 1997.

              Signature                                Title

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

/s/ Laurence F. Mulhern                   Corporate  Executive Vice President,
Laurence F. Mulhern                       Chief Financial Officer, Treasurer  
                                          and Secretary
                                          (Principal  Financial and Accounting
                                          Officer)

/s/ J. Richard Cordsen                    Director
J. Richard Cordsen

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

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

/s/ James Rousou                          Director
James Rousou

/s/ William W. Smith                      Director
William W. Smith


                                       5
<PAGE>


                          ELCOM INTERNATIONAL, INC.
                                EXHIBIT INDEX

 Exhibit                                  Exhibit
  Number                                Description

   4.4      Specimen  certificate  for the Common Stock,  par value $.01, of the
            Registrant (1)

   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 (1)

   4.8      Form of Series B Preferred  Stock  Purchase  Agreement  for Closings
            held on April 15,  June 21 and August 11, 1994,  with  attached list
            of purchasers and number of shares purchased (1)

   4.9      Form of Series B Preferred  Stock  Purchase  Agreement  for Closings
            held on December 30, 1994 and February 6, 1995,  with  attached list
            of purchasers and number of shares purchased (1)

   4.10     Form of Series C Preferred  Stock  Purchase  Agreement  for Closings
            held on June 22 and June 30, 1995,  with attached list of purchasers
            and number of shares purchased (1)

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

   4.13     Securities  Agreement,  dated  October  28,  1994,  by and among the
            former   stockholders   of  Computer   Specialties,   Inc.  and  the
            Registrant (1)

   4.14     Computerware  Stockholders'  Agreement,  dated  February 6, 1995, by
            and  among  the  Registrant,   Robert  J.  Crowell  and  the  former
            shareholders of Computerware Business Trust (1)

   4.15     Amended and Restated Lantec Stockholders' Agreement,  dated April 6,
            1996, by and among the Registrant,  Robert J. Crowell and the former
            shareholders  of a group  of  related  United  Kingdom  corporations
            known as "Lantec" (3)

   4.16     Form of Lantec  Warrant  Agreement,  dated June 22,  1995 (1),  with
            attached list of holders and number of warrants held (4)

   4.17     AMA Securities Agreement,  dated February 29, 1996, by and among the
            Registrant and the former stockholders of AMA (UK) Limited (2)


                                      E - 1

<PAGE>

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

   23.1     Consent of Arthur Andersen LLP (x)

   23.2     Consent of Deloitte & Touche (x)

   23.3     Consent  of  Calfee,  Halter &  Griswold  LLP,  included  as part of
            Exhibit 5.1.

   24.1     Power of Attorney and related Certified Resolution (x)
                        

 (1)   Previously  filed as an exhibit to Registration  Statement No. 33-98866
   on Form S-1, and incorporated herein by reference.
 (2)   Previously  filed as an exhibit to  Registrant's  Annual Report on Form
   10-K for the year ended  December  31,  1996,  and  incorporated  herein by
   reference.
 (3)   Previously  filed as an exhibit  to  Registrant's  Quarterly  Report on
   Form 10-Q for the quarter ended March 31, 1996, and incorporated  herein by
   reference.
 (4)   Previously  filed as an exhibit  to  Registrant's  Quarterly  Report on
   Form 10-Q for the quarter ended March 31, 1997, and incorporated  herein by
   reference.
(x)   Filed herewith


                                     E - 2
[{"type": "S-8", "sequence": "1", "description": "ELCOM INTERNATIONAL 1997 STOCK OPTION PLAN", "secsgml_size_bytes": 19804}]
{"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": "333-34193", "film-number": "97668369"}, "business-address": {"street1": "10 OCEANA WAY", "city": "NORWOOD", "state": "MA", "zip": "02062", "phone": "6174403333"}, "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 August 22, 1997
                                               Registration No. 333-         .

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                             ---------------------
                                   FORM S-8
                            REGISTRATION STATEMENT
                                    Under
                          THE SECURITIES ACT OF 1933

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

           Delaware                                       04-3175156       
   (State or Other Jurisdiction of        (I.R.S. Employer Identification No.)
   Incorporation or Organization)

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

           THE 1997 STOCK OPTION PLAN OF ELCOM INTERNATIONAL, INC.
                           (Full Title of the Plan)
                             ---------------------

Laurence F. Mulhern                        Copy to:
Corporate Executive Vice President,        Douglas A. Neary, Esq.
Chief Financial Officer, Treasurer         Calfee, Halter & Griswold LLP
and Secretary                              1400 McDonald Investment Center
Elcom International, Inc.                  800 Superior Avenue    
10 Oceana Way                              Cleveland, Ohio 44114
Norwood, Massachusetts 02062               (216) 622-8200
(617) 440-3333                                   
    (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         1,000,000       $6.75       $6,750,000   $2,045.46
                                                                              

(1)   Estimated  in  accordance  with Rule  457(c)  solely for the  purpose of
calculating  the  registration  fee and based upon the average of the high and
low sales price of the Common Stock of Elcom  International,  Inc. reported on
the Nasdaq National Market on August 20, 1997.
PART II
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.     Incorporation of Certain Documents by Reference.

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

      1.    The  Company's  Annual  Report  on Form  10-K for the  year  ended
            December 31, 1996;

      2.    The Company's  Current  Report on Form 8-K, and as amended,  dated
            December 6, 1996;

      3.    The Company's  Current  Report on Form 8-K, and as amended,  dated
            February 21, 1997;

      4.    The Company's Current Report on Form 8-K dated March 26, 1997;

      5.    The Company's  Quarterly Report on Form 10-Q for the quarter ended
            March 31, 1997;

      6.    The Company's  Quarterly Report on Form 10-Q for the quarter ended
            June 30, 1997; and

      7.    The description of the Company's  Common Stock, par value $.01 per
            share  (the   "Common   Stock"),   contained   in  the   Company's
            Registration Statement on Form 8-A (Reg. No. 0-27376).

      All  documents  subsequently  filed by the Company  pursuant to Sections
13(a),  13(c),  14 or  15(d)  of the  Securities  Exchange  Act of  1934  (the
"Exchange Act") after the date of this  Registration  Statement,  prior to the
filing of a  post-effective  amendment  which  indicates  that all  securities
offered have been sold or which  deregisters  all  securities  then  remaining
unsold,  shall be deemed to be incorporated by reference in this  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  

                                       1
statement.  Any such  statement so modified or  superseded  shall not be deemed,
statement.  Any such  statement so modified or  superseded  shall not be deemed,
except as so modified or superseded,  to constitute a part of this  Registration
Statement.

Item 4.     Description of Securities.

      Not applicable.

Item 5.     Interests of Named Experts and Counsel.

      Not applicable.

Item 6.     Indemnification of Directors and Officers.

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

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

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

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

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

Item 7.     Exemption from Registration Claimed.

      Not applicable.

Item 8.     Exhibits.

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

Item 9.     Undertakings.

      (a)   The undersigned Registrant hereby undertakes:

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

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

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

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

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

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

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

                                       3
(b)   The undersigned  Registrant  hereby  undertakes that, for purposes
of determining  any liability under the Securities Act of 1933, each filing of
the  Registrant's  annual report pursuant to Section 13(a) or Section 15(d) of
the Securities  Exchange Act of 1934 that is incorporated by reference in this
Registration  Statement  shall be  deemed to be a new  registration  statement
relating  to  the  securities   offered  herein,  and  the  offering  of  such
securities  at that time shall be deemed to be the initial bona fide  offering
thereof.

      (c)   Insofar  as  indemnification  for  liabilities  arising  under the
Securities   Act  of  1933  may  be  permitted  to  Directors,   officers  and
controlling  persons of the Company pursuant to the foregoing  provisions,  or
otherwise,  the Company has been advised that in the opinion of the Securities
and Exchange  Commission  such  indemnification  is against  public  policy as
expressed in the Securities Act of 1933 and is, therefore,  unenforceable.  In
the event that a claim for  indemnification  against such  liabilities  (other
than the payment by the  Company of  expenses  incurred or paid by a Director,
officer or controlling  person of the Company in the successful defense of any
action,  suit or proceeding) is asserted against the Company by such Director,
officer  or  controlling  person  in  connection  with  the  securities  being
registered,  the Company will, unless in the opinion of its counsel the matter
has been settled by  controlling  precedent,  submit to a court of appropriate
jurisdiction the question as to whether such  indemnification by it is against
public policy as expressed in the  Securities Act of 1933 and will be governed
by the final adjudication of such issue.

                                  SIGNATURES

      Pursuant  to  the  requirements  of the  Securities  Act  of  1933,  the
Registrant  certifies that it has reasonable  grounds to believe that it meets
all of the  requirements  for  filing  on Form  S-8 and has duly  caused  this
Registration  Statement  to be  signed  on  its  behalf  by  the  undersigned,
thereunto duly authorized, in the City of Norwood, State of Massachusetts,  on
the 22nd day of August, 1997.

                                          ELCOM INTERNATIONAL, INC.

                                          By:  /s/ Robert J. Crowell
                                               Robert J. Crowell
                                               Chairman  and  Chief  Executive
                                                  Officer

                                       4
KNOW  ALL MEN BY  THESE  PRESENTS,  that  each  person  whose  signature
appears below, hereby constitutes and appoints Robert J. Crowell,  Laurence F.
Mulhern,  Douglas A. Neary and David L. Morehous,  or any one or more of them,
his  true  and  lawful  attorneys-in-fact  and  agents,  with  full  power  of
substitution  and  resubstitution  for him in any and all capacities,  to sign
any or all  amendments  or  post-effective  amendments  to  this  Registration
Statement,  and to file the same, with exhibits thereto and other documents in
connection  therewith,  with the Securities and Exchange Commission,  granting
unto  each of such  attorneys-in-fact  and  agents,  or any one of them,  full
power and  authority to do and perform each and every act and thing  requisite
and  necessary  in  connection  with such  matters  and hereby  ratifying  and
confirming  all  that  each  of  such  attorneys-in-fact  and  agents  or  his
substitute or substitutes may do or cause to be done by virtue hereof.

      Pursuant  to the  requirements  of the  Securities  Act  of  1933,  this
Registration  Statement has been signed below by the following  persons in the
capacities indicated on August 22, 1997.

              Signature                                Title

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

/s/ Laurence F. Mulhern                   Corporate  Executive Vice President,
Laurence F. Mulhern                       Chief Financial Officer, Treasurer  
                                          and Secretary
                                          (Principal  Financial and Accounting
                                          Officer)

/s/ J. Richard Cordsen                    Director
J. Richard Cordsen

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

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

/s/ James Rousou                          Director
James Rousou

/s/ William W. Smith                      Director
William W. Smith

                                       5
ELCOM INTERNATIONAL, INC.
                                EXHIBIT INDEX

 Exhibit                                  Exhibit
  Number                                Description

   4.4      Specimen  certificate  for the Common Stock,  par value $.01, of the
            Registrant (1)

   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 (1)

   4.8      Form of Series B Preferred  Stock  Purchase  Agreement  for Closings
            held on April 15,  June 21 and August 11, 1994,  with  attached list
            of purchasers and number of shares purchased (1)

   4.9      Form of Series B Preferred  Stock  Purchase  Agreement  for Closings
            held on December 30, 1994 and February 6, 1995,  with  attached list
            of purchasers and number of shares purchased (1)

   4.10     Form of Series C Preferred  Stock  Purchase  Agreement  for Closings
            held on June 22 and June 30, 1995,  with attached list of purchasers
            and number of shares purchased (1)

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

   4.13     Securities  Agreement,  dated  October  28,  1994,  by and among the
            former   stockholders   of  Computer   Specialties,   Inc.  and  the
            Registrant (1)

   4.14     Computerware  Stockholders'  Agreement,  dated  February 6, 1995, by
            and  among  the  Registrant,   Robert  J.  Crowell  and  the  former
            shareholders of Computerware Business Trust (1)

   4.15     Amended and Restated Lantec Stockholders' Agreement,  dated April 6,
            1996, by and among the Registrant,  Robert J. Crowell and the former
            shareholders  of a group  of  related  United  Kingdom  corporations
            known as "Lantec" (3)

   4.16     Form of Lantec  Warrant  Agreement,  dated June 22,  1995 (1),  with
            attached list of holders and number of warrants held (4)

   4.17     AMA Securities Agreement,  dated February 29, 1996, by and among the
            Registrant and the former stockholders of AMA (UK) Limited (2)

                                      E - 1
5.1      Opinion of Calfee,  Halter &  Griswold LLP as to the validity of the
            securities being offered (x)

   23.1     Consent of Arthur Andersen LLP (x)

   23.2     Consent of Deloitte & Touche (x)

   23.3     Consent  of  Calfee,  Halter &  Griswold  LLP,  included  as part of
            Exhibit 5.1.

   24.1     Power of Attorney and related Certified Resolution (x)
                        

 (1)   Previously  filed as an exhibit to Registration  Statement No. 33-98866
   on Form S-1, and incorporated herein by reference.
 (2)   Previously  filed as an exhibit to  Registrant's  Annual Report on Form
   10-K for the year ended  December  31,  1996,  and  incorporated  herein by
   reference.
 (3)   Previously  filed as an exhibit  to  Registrant's  Quarterly  Report on
   Form 10-Q for the quarter ended March 31, 1996, and incorporated  herein by
   reference.
 (4)   Previously  filed as an exhibit  to  Registrant's  Quarterly  Report on
   Form 10-Q for the quarter ended March 31, 1997, and incorporated  herein by
   reference.
(x)   Filed herewith

                                     E - 2