content: <PAGE>   1
  As filed with the Securities and Exchange Commission on December 10, 1997
                                                             Registration No. 333-
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                               ----------------------
  
                                      FORM S-8
  
              REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
  
                               ----------------------
  
                           DSC COMMUNICATIONS CORPORATION
               (Exact name of registrant as specified in its charter)
  
              DELAWARE                                       54-1025763
  (State or other jurisdiction of             (I.R.S. Employer Identification No.)
   incorporation or organization)
  
  
           1000 COIT ROAD                                       75075
            PLANO, TEXAS                                      (Zip Code)
  (Address of principal executive offices)
  
                      CELCORE, INC. 1996 STOCK INCENTIVE PLAN
                              (Full title of the plan)
  
                                  GEORGE B. BRUNT
                           DSC COMMUNICATIONS CORPORATION
                                   1000 COIT ROAD
                                 PLANO, TEXAS 75075
                                   (972) 519-3000
                      (Name and address of agent for service)
  
                                  with a copy to:
  
                                  DANIEL W. RABUN
                                  BAKER & MCKENZIE
                            2001 ROSS AVENUE, SUITE 4500
                                DALLAS, TEXAS 75201
                                   (214) 978-3000
  
                               ----------------------
  
                          CALCULATION OF REGISTRATION FEE
  
  <TABLE>
  <CAPTION>
  =========================================================================================================================
          TITLE OF EACH CLASS OF                              PROPOSED MAXIMUM      PROPOSED MAXIMUM        AMOUNT OF
             SECURITIES TO BE               AMOUNT TO BE     OFFERING PRICE PER    AGGREGATE OFFERING     REGISTRATION
              REGISTERED (1)               REGISTERED (2)        SECURITY (3)            PRICE (3)            FEE  (4)
  -------------------------------------------------------------------------------------------------------------------------
  <S>                                     <C>                  <C>                   <C>                  <C>
  Common Stock, $.01 par value            621,589 Shares       $23.375               $14,529,643          $4,287
  -------------------------------------------------------------------------------------------------------------------------
  Preferred Stock Purchase Rights         621,589 Rights       Not Applicable        Not Applicable       Not Applicable
  =========================================================================================================================
  </TABLE>
  
  (1)      Shares of common stock of DSC Communications Corporation (the
           "Company"), $.01 par value per share (the "Common Stock"), being
           registered hereby relate to the Celcore, Inc. 1996 Stock Incentive
           Plan (the "Plan") assumed by the Company.  Pursuant to Rule 416
           promulgated under the Securities Act of 1933, as amended (the
           "Securities Act"), there are also being registered such additional
           shares of Common Stock as may become issuable pursuant to the
           anti-dilution provisions of the Plan.
  
  (2)      The shares covered by this Registration Statement were previously
           registered under the Company's Registration Statement, Registration No.
           333-39903 (which covers 4,936,663 shares of Common Stock).  A
           registration fee in the amount of $37,540.00 was paid with respect to
           such Registration Statements.
  
  (3)      Estimated solely for the purpose of calculating the registration fee
           pursuant to Rule 457(c) and (h) promulgated under the Securities Act
           on the basis of the average of the high and low sale prices of the
           Common Stock on December 9, 1997, as reported on the Nasdaq Stock
           Market.
  
  (4)      In accordance with rule 457(g), no additional registration fee is
           required in respect of Preferred Stock Purchase Rights.
  
  ================================================================================
  <PAGE>   2
                                      PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE
  
           The documents listed in (a) through (h) below are hereby incorporated
  by reference into this Registration Statement.  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, as amended (the "Exchange Act"), prior to the
  filing of a post-effective amendment to the Registration Statement which
  indicates that all shares of Common Stock, including the preferred stock
  purchase rights attaching to such stock pursuant to that certain Rights
  Agreement dated April 25, 1996 by and between the Company and Harris Trust and
  Savings Bank, formerly KeyCorp Shareholder Services, Inc. (the "Preferred Stock
  Purchase Rights"), offered hereunder have been sold or which deregisters all
  shares then remaining unsold, shall be deemed to be incorporated herein by
  reference and to be a part hereof from the date of filing of such documents.
  
           (a)     The Company's Annual Report on Form 10-K for the fiscal year
                   ended December 31, 1996;
  
           (b)     The Company's Quarterly Report on Form 10-Q for the fiscal
                   quarter ended March 31, 1997;
  
           (c)     The Company's Quarterly Report on Form 10-Q for the fiscal
                   quarter ended June 30, 1997;
  
           (d)     The Company's Quarterly Report on Form 10-Q for the fiscal
                   quarter ended September 30, 1997;
  
           (e)     The Company's Current Report on Form 8-K filed August 26,
                   1997;
  
           (f)     The Company's Current Report on Form 8-K filed November 3,
                   1997;
  
           (g)     The Company's Current Report on Form 8-K filed November 13,
                   1997; and
  
           (h)     The description of the Company's Common Stock as contained in
                   the Company's Registration Statement on Form 8-A dated October
                   27, 1981, including all amendments and reports filed for the
                   purpose of updating such descriptions; and the description of
                   the Company's Preferred Stock Purchase Rights as contained in
                   the Company's Registration Statement on Form 8-A dated May 13,
                   1996, including all amendments and reports filed for the
                   purpose of updating such descriptions.
  
  ITEM 4.  DESCRIPTION OF SECURITIES
  
           Not Applicable.
  
  ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL
  
           None.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
           The Company's bylaws require that directors and officers be
  indemnified to the maximum extent permitted by law.  The Company's Restated
  Certificate of Incorporation includes a provision eliminating, to the fullest
  extent permitted by the General Corporation Law of the State of Delaware (the
  "DGCL"), director liability for monetary damages for breaches of fiduciary
  duty.
  
           Section 145 of the DGCL provides that a director or officer of a
  corporation (i) shall be indemnified by the corporation for all expenses of
  litigation or other legal proceedings brought against such person by reason of
  the fact that such person is or was a director or an officer of the corporation
  when he is successful on the merits, (ii) may be indemnified by the corporation
  for the expenses, judgments, fines, and amounts paid in settlement of such
  litigation (other than a derivative suit) even if he is not successful on the
  merits if he acted in good faith and in a manner he reasonably believed to be
  in or not opposed to the best interests of the corporation (and, in the case of
  a criminal proceeding, had no reason to believe his conduct was unlawful), and
  (iii) may be indemnified by the corporation for
  
  
  
  
  
                                        -2-
  <PAGE>   3
  
  expenses of a derivative suit (a suit by a stockholder alleging a breach by a
  director or officer of a duty owed to the corporation), even if he is not
  successful on the merits, if he acted in good faith and in a manner he
  reasonably believed to be in or not opposed to the best interests of the
  corporation, provided that no such indemnification may be made in accordance
  with this clause (iii) if the director or officer is adjudged liable to the
  corporation, unless a court determines that, despite such adjudication but in
  view of all circumstances, he is fairly and reasonably entitled to
  indemnification of such expenses.  The indemnification described in clauses
  (ii) and (iii) above shall be made only upon order by a court or a
  determination by (a) a majority of directors who are not parties to such
  action, (b) a majority vote of a committee consisting of such disinterested
  directors, (c) independent legal counsel in a written opinion if no such
  disinterested directors exist, or if such disinterested directors so direct, or
  (d) the stockholders, that indemnification is proper because the applicable
  standard of conduct is met.  Expenses incurred by a director or officer in
  defending an action may be advanced by the corporation prior to the final
  disposition of such action upon receipt of an undertaking by such director or
  officer to repay such expenses if it is ultimately determined that he is not
  entitled to be indemnified in connection with the proceeding to which the
  expenses relate.
  
           The Company has purchased and currently has in force directors' and
  officers' liability insurance policies which cover certain liabilities of
  directors and officers arising out of claims based on certain acts or omissions
  by them in their capacity as directors or officers.  The Company has entered
  into indemnification agreements with certain of its directors and executive
  officers.  Each of these agreements, among other things, contractually
  obligates the Company to, under certain circumstances, indemnify the officer or
  director against certain expenses and liabilities arising out of legal
  proceedings which may be brought against such officer or director by reason of
  his status or service as a director or officer.  In addition, in a related
  trust agreement (the "Trust Agreement"), the Company has provided $1 million to
  be held in trust by a third-party trustee to be used to satisfy the Company's
  obligations pursuant to the indemnification agreements which have been executed
  and any similar agreements which may be executed in the future.  The Trust
  Agreement further provides that the Company's Board of Directors may, in its
  discretion, provide up to an additional $1 million to the trustee.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
           None.
  
  ITEM 8.  EXHIBITS.
  
  <TABLE>
  <CAPTION>
        EXHIBIT
        NUMBER                               DESCRIPTION
        ------                               -----------
         <S>       <C>
         4 .1      Indenture, dated August 12, 1997, between the Company and The Bank of New York, as Trustee
                   (incorporated by reference to Exhibit No. 4.1 to the Company's Current Report on Form 8-K, Commission
                   File No. 0-10018, dated August 26, 1997)
  
         4 .2      Registration Rights Agreement, dated as of August 12, 1997, among the Company, Goldman, Sachs & Co. and
                   NationsBanc Capital Markets, Inc. (incorporated by reference to Exhibit No. 4.2 to the Company's
                   Current Report on Form 8-K, Commission File No. 0-10018, dated August 26, 1997)
  
         4 .3      Restated Certificate of Incorporation of the Company, dated November 3, 1997 (incorporated by reference
                   to Exhibit 3.1 to the Company's Registration Statement on Form S-8, Registration No. 333-41929, dated
                   December 10, 1997)
  
         4 .4      Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit No. 3.4 to the
                   Company's Annual Report on Form 10-K for the year ended December 31, 1996, Commission File No. 0-10018,
                   dated March 31, 1997)
  
         4 .5      Rights Agreement, dated April 25, 1996 between the Company and Harris Trust and Savings Bank, formerly
                   KeyCorp Shareholder Services, Inc., as rights agent (incorporated by reference to Exhibit No. 4 to the
                   Company's Current Report on Form 8-K, Commission File No. 0-010018, dated May 9, 1996)
  </TABLE>
  
  
  
  
  
                                        -3-
  <PAGE>   4
  <TABLE>
       <S>         <C>
          4.6      Form of Notes (included in Exhibit 4.1)
  
         *4.7      Celcore, Inc. 1996 Stock Incentive Plan
  
         *5.1      Opinion of Baker & McKenzie
  
        *23.1      Consent of Baker & McKenzie (included in Exhibit 5.1)
  
        *23.2      Consent of Ernst & Young LLP
  
        *24        Power of Attorney (see signature pages of Registration Statement)
  </TABLE>
  
  ------------------------                                                    
  * Filed herewith.
  
  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;
  
                   (ii)     To reflect in the prospectus any facts or events
           arising after the effective date of the Registration Statement (or the
           most recent post-effective amendment thereof) which, individually or
           in the aggregate, represent a fundamental change in the information
           set forth in the Registration Statement.  Notwithstanding the
           foregoing, any increase or decrease in volume of securities offered
           (if the total dollar value of securities offered would not exceed that
           which was registered) and any deviation from the low or high end of
           the estimated maximum offering range may be reflected in the form of
           prospectus filed with the Commission pursuant to Rule 424(b) if, in
           the aggregate, the changes in volume and price represent no more than
           a 20% 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, or Form S-8, and the information
  required to be included in a post-effective amendment by those paragraphs is
  contained in periodic reports filed with or furnished to the Commission by the
  Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are
  incorporated by reference in the Registration Statement.
  
           (2)     That, for the purpose of determining any liability under the
  Securities Act, each such post-effective amendment shall be deemed to be a new
  registration statement relating to the securities offered therein, and the
  offering of such securities at that time shall be deemed to be the initial bona
  fide offering thereof.
  
           (3)     To remove from registration by means of a post-effective
  amendment any of the securities being registered which remain unsold at the
  termination of the offering.
  
           (b)     The undersigned registrant hereby undertakes that, for
  purposes of determining any liability under the Securities Act, each filing of
  the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
  the Exchange Act (and, where applicable, each filing of an employee benefit
  plan's annual report pursuant to Section 15(d) of the Exchange Act) that is
  incorporated by reference in the Registration Statement shall be deemed to be a
  new registration statement relating to the securities offered therein, and the
  offering of such securities at that time shall be deemed to be the initial bona
  fide offering thereof.
  
  
  
  
  
                                        -4-
  <PAGE>   5
           (c)     Insofar as indemnification for liabilities arising under the
  Securities Act may be permitted to directors, officers and controlling persons
  of the Registrant pursuant to the foregoing provisions, or otherwise, the
  Registrant has been advised that in the opinion of the Commission such
  indemnification is against public policy as expressed in the Securities 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 Securities Act and will be governed
  by the final adjudication of such issue.
  
  
  
  
  
                                        -5-
  <PAGE>   6
                                     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 Plano, State of Texas, on December 10, 1997.
  
  
                                            DSC COMMUNICATIONS CORPORATION
  
  
  
  
                                            By: /s/ James L. Donald              
                                               ----------------------------------
                                            Name:   JAMES L. DONALD
                                            Title:  Chairman of the Board, 
                                                    President and Chief Executive
                                                    Officer
  
                                 POWER OF ATTORNEY
  
       Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed by the following persons in the
  capacities and on the dates indicated.  Each person whose signature appears
  below hereby authorizes and appoints James L. Donald and Gerald F. Montry, and
  each of them, either one of whom may act without joinder of the other, as his
  attorney-in-fact to sign on his behalf individually and in the capacity stated
  below all amendments and post-effective amendments to this Registration
  Statement as that attorney-in-fact may deem necessary or appropriate.
  
  <TABLE>
  <CAPTION>
        SIGNATURE                                    TITLE                                   DATE
        ---------                                    -----                                   ----
  <S>                                 <C>                                              <C>          
  
  /s/ James L. Donald                 Chairman of the Board, President and Chief       December 10, 1997
  -------------------------           Executive Officer (Principal Executive
  JAMES L. DONALD                     Officer)                
                                      
  
  /s/ Gerald F. Montry                Senior Vice President, Chief Financial           December 10, 1997
  -------------------------           Officer, and Director (Principal Financial            
  GERALD F. MONTRY                    Officer)
  
  
  /s/ Kenneth R. Vines                Vice President, Finance (Principal               December 10, 1997
  -------------------------           Accounting Officer)                                   
  KENNETH R. VINES                    
  
  
  /s/ Raymond J. Dempsey              Director                                         December 10, 1997
  -------------------------
  RAYMOND J. DEMPSEY                                                                             
  
  /s/ Sir John Fairclough             Director                                         December 10, 1997
  -------------------------
  SIR JOHN FAIRCLOUGH                                                                            
  
  
  /s/ James L. Fischer                Director                                         December 10, 1997
  -------------------------
  JAMES L. FISCHER                                                                               
  </TABLE>
  
  
  
  
  
                                        -6-
  <PAGE>   7
  <TABLE>
  <CAPTION>
        SIGNATURE                                    TITLE                                   DATE
        ---------                                    -----                                   ----
  <S>                                      <C>                                         <C>
  /s/ Robert S. Folsom                     Director                                    December 10, 1997
  -------------------------
  ROBERT S. FOLSOM                                                                               
  
  /s/ William O. Hunt                      Director                                    December 10, 1997
  -------------------------
  WILLIAM O. HUNT                                                                                
  
  
  /s/ Morton L. Topfer                     Director                                    December 10, 1997
  -------------------------
  MORTON L. TOPFER                                                                               
  </TABLE>
  
  
  
  
  
                                        -7-
  <PAGE>   8
                                   EXHIBIT INDEX
  
  <TABLE>
  <CAPTION>
    EXHIBIT
    NUMBER       DESCRIPTION
    -------      -----------
   <S>         <C>
     4.1       Indenture, dated August 12, 1997, between the Company and The Bank of New York, as Trustee
               (incorporated by reference to Exhibit No. 4.1 to the Company's Current Report on Form 8-K,
               Commission File No. 0-10018, dated August 26, 1997)
  
     4.2       Registration Rights Agreement, dated as of August 12, 1997, among the Company, Goldman, Sachs &
               Co. and NationsBanc Capital Markets, Inc. (incorporated by reference to Exhibit No. 4.2 to the
               Company's Current Report on Form 8-K, Commission File No. 0-10018, dated August 26, 1997)
  
     4.3       Restated Certificate of Incorporation of the Company, dated November 3, 1997 (incorporated by reference to
               Exhibit 3.1 to the Company's Registration Statement on Form S-8,
               Registration No. 333-41929, dated December 10, 1997)
  
     4.4       Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit No. 3.4 to the
               Company's Annual Report on Form 10-K for the year ended December 31, 1996, Commission File No.
               0-10018, dated March 31, 1997)
  
     4.5       Rights Agreement, dated April 25, 1996 between the Company and Harris Trust and Savings Bank, formerly
               KeyCorp Shareholder Services, Inc., as rights agent (incorporated by reference to Exhibit No. 4 to the
               Company's Current Report on Form 8-K, Commission File No. 0-010018, dated May 9, 1996)
  
     4.6       Form of Notes (included in Exhibit 4.1)
  
    *4.7       Celcore, Inc. 1996 Stock Incentive Plan
  
    *5.1       Opinion of Baker & McKenzie
  
   *23.1       Consent of Baker & McKenzie (included in Exhibit 5.1)
  
   *23.2       Consent of Ernst & Young LLP
  
   *24         Power of Attorney (see signature pages of Registration Statement)
  </TABLE>
  
  ------------------------                                                      
  * Filed herewith.
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 24522}]
metadata_filer: {"company-data": {"conformed-name": "DSC COMMUNICATIONS CORP", "cik": "0000316004", "assigned-sic": "3661", "irs-number": "541025763", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-41957", "film-number": "97735957"}, "business-address": {"street1": "1000 COIT RD", "city": "PLANO", "state": "TX", "zip": "75075", "phone": "2145193000"}, "mail-address": {"street1": "1000 COIT ROAD", "city": "PLANO", "state": "TX", "zip": "75075-5813"}, "former-company": {"former-conformed-name": "DIGITAL SWITCH CORP", "date-changed": "19850425"}}
text: 1
  As filed with the Securities and Exchange Commission on December 10, 1997
                                                             Registration No. 333-
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                               ----------------------
  
                                      FORM S-8
  
              REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
  
                               ----------------------
  
                           DSC COMMUNICATIONS CORPORATION
               (Exact name of registrant as specified in its charter)
  
              DELAWARE                                       54-1025763
  (State or other jurisdiction of             (I.R.S. Employer Identification No.)
   incorporation or organization)
  
           1000 COIT ROAD                                       75075
            PLANO, TEXAS                                      (Zip Code)
  (Address of principal executive offices)
  
                      CELCORE, INC. 1996 STOCK INCENTIVE PLAN
                              (Full title of the plan)
  
                                  GEORGE B. BRUNT
                           DSC COMMUNICATIONS CORPORATION
                                   1000 COIT ROAD
                                 PLANO, TEXAS 75075
                                   (972) 519-3000
                      (Name and address of agent for service)
  
                                  with a copy to:
  
                                  DANIEL W. RABUN
                                  BAKER & MCKENZIE
                            2001 ROSS AVENUE, SUITE 4500
                                DALLAS, TEXAS 75201
                                   (214) 978-3000
  
                               ----------------------
  
                          CALCULATION OF REGISTRATION FEE
  =========================================================================================================================
          TITLE OF EACH CLASS OF                              PROPOSED MAXIMUM      PROPOSED MAXIMUM        AMOUNT OF
             SECURITIES TO BE               AMOUNT TO BE     OFFERING PRICE PER    AGGREGATE OFFERING     REGISTRATION
              REGISTERED (1)               REGISTERED (2)        SECURITY (3)            PRICE (3)            FEE  (4)
  -------------------------------------------------------------------------------------------------------------------------
  Common Stock, $.01 par value            621,589 Shares       $23.375               $14,529,643          $4,287
  -------------------------------------------------------------------------------------------------------------------------
  Preferred Stock Purchase Rights         621,589 Rights       Not Applicable        Not Applicable       Not Applicable
  =========================================================================================================================
  (1)      Shares of common stock of DSC Communications Corporation (the
           "Company"), $.01 par value per share (the "Common Stock"), being
           registered hereby relate to the Celcore, Inc. 1996 Stock Incentive
           Plan (the "Plan") assumed by the Company.  Pursuant to Rule 416
           promulgated under the Securities Act of 1933, as amended (the
           "Securities Act"), there are also being registered such additional
           shares of Common Stock as may become issuable pursuant to the
           anti-dilution provisions of the Plan.
  
  (2)      The shares covered by this Registration Statement were previously
           registered under the Company's Registration Statement, Registration No.
           333-39903 (which covers 4,936,663 shares of Common Stock).  A
           registration fee in the amount of $37,540.00 was paid with respect to
           such Registration Statements.
  
  (3)      Estimated solely for the purpose of calculating the registration fee
           pursuant to Rule 457(c) and (h) promulgated under the Securities Act
           on the basis of the average of the high and low sale prices of the
           Common Stock on December 9, 1997, as reported on the Nasdaq Stock
           Market.
  
  (4)      In accordance with rule 457(g), no additional registration fee is
           required in respect of Preferred Stock Purchase Rights.
  
  ================================================================================
  2
                                      PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE
  
           The documents listed in (a) through (h) below are hereby incorporated
  by reference into this Registration Statement.  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, as amended (the "Exchange Act"), prior to the
  filing of a post-effective amendment to the Registration Statement which
  indicates that all shares of Common Stock, including the preferred stock
  purchase rights attaching to such stock pursuant to that certain Rights
  Agreement dated April 25, 1996 by and between the Company and Harris Trust and
  Savings Bank, formerly KeyCorp Shareholder Services, Inc. (the "Preferred Stock
  Purchase Rights"), offered hereunder have been sold or which deregisters all
  shares then remaining unsold, shall be deemed to be incorporated herein by
  reference and to be a part hereof from the date of filing of such documents.
  
           (a)     The Company's Annual Report on Form 10-K for the fiscal year
                   ended December 31, 1996;
  
           (b)     The Company's Quarterly Report on Form 10-Q for the fiscal
                   quarter ended March 31, 1997;
  
           (c)     The Company's Quarterly Report on Form 10-Q for the fiscal
                   quarter ended June 30, 1997;
  
           (d)     The Company's Quarterly Report on Form 10-Q for the fiscal
                   quarter ended September 30, 1997;
  
           (e)     The Company's Current Report on Form 8-K filed August 26,
                   1997;
  
           (f)     The Company's Current Report on Form 8-K filed November 3,
                   1997;
  
           (g)     The Company's Current Report on Form 8-K filed November 13,
                   1997; and
  
           (h)     The description of the Company's Common Stock as contained in
                   the Company's Registration Statement on Form 8-A dated October
                   27, 1981, including all amendments and reports filed for the
                   purpose of updating such descriptions; and the description of
                   the Company's Preferred Stock Purchase Rights as contained in
                   the Company's Registration Statement on Form 8-A dated May 13,
                   1996, including all amendments and reports filed for the
                   purpose of updating such descriptions.
  
  ITEM 4.  DESCRIPTION OF SECURITIES
  
           Not Applicable.
  
  ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL
  
           None.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
           The Company's bylaws require that directors and officers be
  indemnified to the maximum extent permitted by law.  The Company's Restated
  Certificate of Incorporation includes a provision eliminating, to the fullest
  extent permitted by the General Corporation Law of the State of Delaware (the
  "DGCL"), director liability for monetary damages for breaches of fiduciary
  duty.
  
           Section 145 of the DGCL provides that a director or officer of a
  corporation (i) shall be indemnified by the corporation for all expenses of
  litigation or other legal proceedings brought against such person by reason of
  the fact that such person is or was a director or an officer of the corporation
  when he is successful on the merits, (ii) may be indemnified by the corporation
  for the expenses, judgments, fines, and amounts paid in settlement of such
  litigation (other than a derivative suit) even if he is not successful on the
  merits if he acted in good faith and in a manner he reasonably believed to be
  in or not opposed to the best interests of the corporation (and, in the case of
  a criminal proceeding, had no reason to believe his conduct was unlawful), and
  (iii) may be indemnified by the corporation for
  
                                        -2-
  3
  
  expenses of a derivative suit (a suit by a stockholder alleging a breach by a
  director or officer of a duty owed to the corporation), even if he is not
  successful on the merits, if he acted in good faith and in a manner he
  reasonably believed to be in or not opposed to the best interests of the
  corporation, provided that no such indemnification may be made in accordance
  with this clause (iii) if the director or officer is adjudged liable to the
  corporation, unless a court determines that, despite such adjudication but in
  view of all circumstances, he is fairly and reasonably entitled to
  indemnification of such expenses.  The indemnification described in clauses
  (ii) and (iii) above shall be made only upon order by a court or a
  determination by (a) a majority of directors who are not parties to such
  action, (b) a majority vote of a committee consisting of such disinterested
  directors, (c) independent legal counsel in a written opinion if no such
  disinterested directors exist, or if such disinterested directors so direct, or
  (d) the stockholders, that indemnification is proper because the applicable
  standard of conduct is met.  Expenses incurred by a director or officer in
  defending an action may be advanced by the corporation prior to the final
  disposition of such action upon receipt of an undertaking by such director or
  officer to repay such expenses if it is ultimately determined that he is not
  entitled to be indemnified in connection with the proceeding to which the
  expenses relate.
  
           The Company has purchased and currently has in force directors' and
  officers' liability insurance policies which cover certain liabilities of
  directors and officers arising out of claims based on certain acts or omissions
  by them in their capacity as directors or officers.  The Company has entered
  into indemnification agreements with certain of its directors and executive
  officers.  Each of these agreements, among other things, contractually
  obligates the Company to, under certain circumstances, indemnify the officer or
  director against certain expenses and liabilities arising out of legal
  proceedings which may be brought against such officer or director by reason of
  his status or service as a director or officer.  In addition, in a related
  trust agreement (the "Trust Agreement"), the Company has provided $1 million to
  be held in trust by a third-party trustee to be used to satisfy the Company's
  obligations pursuant to the indemnification agreements which have been executed
  and any similar agreements which may be executed in the future.  The Trust
  Agreement further provides that the Company's Board of Directors may, in its
  discretion, provide up to an additional $1 million to the trustee.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
           None.
  
  ITEM 8.  EXHIBITS.
  EXHIBIT
        NUMBER                               DESCRIPTION
        ------                               -----------
  4 .1      Indenture, dated August 12, 1997, between the Company and The Bank of New York, as Trustee
                   (incorporated by reference to Exhibit No. 4.1 to the Company's Current Report on Form 8-K, Commission
                   File No. 0-10018, dated August 26, 1997)
  
         4 .2      Registration Rights Agreement, dated as of August 12, 1997, among the Company, Goldman, Sachs & Co. and
                   NationsBanc Capital Markets, Inc. (incorporated by reference to Exhibit No. 4.2 to the Company's
                   Current Report on Form 8-K, Commission File No. 0-10018, dated August 26, 1997)
  
         4 .3      Restated Certificate of Incorporation of the Company, dated November 3, 1997 (incorporated by reference
                   to Exhibit 3.1 to the Company's Registration Statement on Form S-8, Registration No. 333-41929, dated
                   December 10, 1997)
  
         4 .4      Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit No. 3.4 to the
                   Company's Annual Report on Form 10-K for the year ended December 31, 1996, Commission File No. 0-10018,
                   dated March 31, 1997)
  
         4 .5      Rights Agreement, dated April 25, 1996 between the Company and Harris Trust and Savings Bank, formerly
                   KeyCorp Shareholder Services, Inc., as rights agent (incorporated by reference to Exhibit No. 4 to the
                   Company's Current Report on Form 8-K, Commission File No. 0-010018, dated May 9, 1996)
  -3-
  4
  4.6      Form of Notes (included in Exhibit 4.1)
  
         *4.7      Celcore, Inc. 1996 Stock Incentive Plan
  
         *5.1      Opinion of Baker & McKenzie
  
        *23.1      Consent of Baker & McKenzie (included in Exhibit 5.1)
  
        *23.2      Consent of Ernst & Young LLP
  
        *24        Power of Attorney (see signature pages of Registration Statement)
  ------------------------                                                    
  * Filed herewith.
  
  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;
  
                   (ii)     To reflect in the prospectus any facts or events
           arising after the effective date of the Registration Statement (or the
           most recent post-effective amendment thereof) which, individually or
           in the aggregate, represent a fundamental change in the information
           set forth in the Registration Statement.  Notwithstanding the
           foregoing, any increase or decrease in volume of securities offered
           (if the total dollar value of securities offered would not exceed that
           which was registered) and any deviation from the low or high end of
           the estimated maximum offering range may be reflected in the form of
           prospectus filed with the Commission pursuant to Rule 424(b) if, in
           the aggregate, the changes in volume and price represent no more than
           a 20% 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, or Form S-8, and the information
  required to be included in a post-effective amendment by those paragraphs is
  contained in periodic reports filed with or furnished to the Commission by the
  Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are
  incorporated by reference in the Registration Statement.
  
           (2)     That, for the purpose of determining any liability under the
  Securities Act, each such post-effective amendment shall be deemed to be a new
  registration statement relating to the securities offered therein, and the
  offering of such securities at that time shall be deemed to be the initial bona
  fide offering thereof.
  
           (3)     To remove from registration by means of a post-effective
  amendment any of the securities being registered which remain unsold at the
  termination of the offering.
  
           (b)     The undersigned registrant hereby undertakes that, for
  purposes of determining any liability under the Securities Act, each filing of
  the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
  the Exchange Act (and, where applicable, each filing of an employee benefit
  plan's annual report pursuant to Section 15(d) of the Exchange Act) that is
  incorporated by reference in the Registration Statement shall be deemed to be a
  new registration statement relating to the securities offered therein, and the
  offering of such securities at that time shall be deemed to be the initial bona
  fide offering thereof.
  
                                        -4-
  5
           (c)     Insofar as indemnification for liabilities arising under the
  Securities Act may be permitted to directors, officers and controlling persons
  of the Registrant pursuant to the foregoing provisions, or otherwise, the
  Registrant has been advised that in the opinion of the Commission such
  indemnification is against public policy as expressed in the Securities 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 Securities Act and will be governed
  by the final adjudication of such issue.
  
                                        -5-
  6
                                     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 Plano, State of Texas, on December 10, 1997.
  
                                            DSC COMMUNICATIONS CORPORATION
  
                                            By: /s/ James L. Donald              
                                               ----------------------------------
                                            Name:   JAMES L. DONALD
                                            Title:  Chairman of the Board, 
                                                    President and Chief Executive
                                                    Officer
  
                                 POWER OF ATTORNEY
  
       Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed by the following persons in the
  capacities and on the dates indicated.  Each person whose signature appears
  below hereby authorizes and appoints James L. Donald and Gerald F. Montry, and
  each of them, either one of whom may act without joinder of the other, as his
  attorney-in-fact to sign on his behalf individually and in the capacity stated
  below all amendments and post-effective amendments to this Registration
  Statement as that attorney-in-fact may deem necessary or appropriate.
  SIGNATURE                                    TITLE                                   DATE
        ---------                                    -----                                   ----
  /s/ James L. Donald                 Chairman of the Board, President and Chief       December 10, 1997
  -------------------------           Executive Officer (Principal Executive
  JAMES L. DONALD                     Officer)                
                                      
  
  /s/ Gerald F. Montry                Senior Vice President, Chief Financial           December 10, 1997
  -------------------------           Officer, and Director (Principal Financial            
  GERALD F. MONTRY                    Officer)
  
  /s/ Kenneth R. Vines                Vice President, Finance (Principal               December 10, 1997
  -------------------------           Accounting Officer)                                   
  KENNETH R. VINES                    
  
  /s/ Raymond J. Dempsey              Director                                         December 10, 1997
  -------------------------
  RAYMOND J. DEMPSEY                                                                             
  
  /s/ Sir John Fairclough             Director                                         December 10, 1997
  -------------------------
  SIR JOHN FAIRCLOUGH                                                                            
  
  /s/ James L. Fischer                Director                                         December 10, 1997
  -------------------------
  JAMES L. FISCHER
  -6-
  7
  SIGNATURE                                    TITLE                                   DATE
        ---------                                    -----                                   ----
  /s/ Robert S. Folsom                     Director                                    December 10, 1997
  -------------------------
  ROBERT S. FOLSOM                                                                               
  
  /s/ William O. Hunt                      Director                                    December 10, 1997
  -------------------------
  WILLIAM O. HUNT                                                                                
  
  /s/ Morton L. Topfer                     Director                                    December 10, 1997
  -------------------------
  MORTON L. TOPFER
  -7-
  8
                                   EXHIBIT INDEX
  EXHIBIT
    NUMBER       DESCRIPTION
    -------      -----------
  4.1       Indenture, dated August 12, 1997, between the Company and The Bank of New York, as Trustee
               (incorporated by reference to Exhibit No. 4.1 to the Company's Current Report on Form 8-K,
               Commission File No. 0-10018, dated August 26, 1997)
  
     4.2       Registration Rights Agreement, dated as of August 12, 1997, among the Company, Goldman, Sachs &
               Co. and NationsBanc Capital Markets, Inc. (incorporated by reference to Exhibit No. 4.2 to the
               Company's Current Report on Form 8-K, Commission File No. 0-10018, dated August 26, 1997)
  
     4.3       Restated Certificate of Incorporation of the Company, dated November 3, 1997 (incorporated by reference to
               Exhibit 3.1 to the Company's Registration Statement on Form S-8,
               Registration No. 333-41929, dated December 10, 1997)
  
     4.4       Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit No. 3.4 to the
               Company's Annual Report on Form 10-K for the year ended December 31, 1996, Commission File No.
               0-10018, dated March 31, 1997)
  
     4.5       Rights Agreement, dated April 25, 1996 between the Company and Harris Trust and Savings Bank, formerly
               KeyCorp Shareholder Services, Inc., as rights agent (incorporated by reference to Exhibit No. 4 to the
               Company's Current Report on Form 8-K, Commission File No. 0-010018, dated May 9, 1996)
  
     4.6       Form of Notes (included in Exhibit 4.1)
  
    *4.7       Celcore, Inc. 1996 Stock Incentive Plan
  
    *5.1       Opinion of Baker & McKenzie
  
   *23.1       Consent of Baker & McKenzie (included in Exhibit 5.1)
  
   *23.2       Consent of Ernst & Young LLP
  
   *24         Power of Attorney (see signature pages of Registration Statement)
  ------------------------                                                      
  * Filed herewith.