content: <PAGE>   1
  
  As filed with the Securities and Exchange Commission on August 16, 2000.
  
                                                    Registration No. 333-_________
  --------------------------------------------------------------------------------
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
                                     ----------
  
                                      FORM S-8
               Registration Statement Under The Securities Act of 1933
  
                            STORAGE COMPUTER CORPORATION
               (Exact name of registrant as specified in its charter)
  
  Delaware                                                 02-0450593
  (State or other jurisdiction                             (I.R.S. Employer
  of incorporation or organization)                        Identification No.)
  
                                 11 Riverside Street
                          Nashua, New Hampshire 03062-1373
                                   (603) 880-3005
            (Address, including zip code, of principal executive offices)
  
               Storage Computer Corporation 1999 Stock Incentive Plan
                              (Full title of the plan)
  
                               Theodore J. Goodlander
                               Chief Executive Officer
                            Storage Computer Corporation
                                 11 Riverside Street
                          Nashua, New Hampshire 03062-1373
                       (Name and address of agent for service)
                                   (603) 880-3005
            (Telephone number, including area code, of agent for service)
  
                                     copies to:
                               William E. Kelly, Esq.
                                Peabody & Arnold LLP
                                   50 Rowes Wharf
                                  Boston, MA 02110
  
  
                           CALCULATION OF REGISTRATION FEE
  
  
  <TABLE>
  <CAPTION>
  ================================================================================================================
                                                         Proposed               Proposed
          Title Of                                       Maximum                 Maximum
         Securities                Amount                Offering               Aggregate              Amount Of
           To Be                    To Be                Price Per               Offering             Registration
         Registered              Registered              Share (1)                Price                   Fee
         ----------              ----------              ---------              ---------             ------------
  <S>                     <C>                        <C>                    <C>                  <C>
  
  Common Stock, par value     2,000,000 shares           $9.53125              $19,062,500             $5,032.50
      $0.001 per share
  
  ================================================================================================================
  </TABLE>
  
  <PAGE>   2
  
  (1)  Estimated solely for the purpose of computing the registration fee,
       pursuant to Rule 457(c) and (h), on the basis of the average of the high
       and low prices of the Common Stock, $10.1250 and $8.9375 respectively, as
       reported on the American Stock Exchange on August 15, 2000.
  
  
  
  
  
  
                                       PART I
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
  ITEM 1. PLAN INFORMATION.
  
       The information required by Part I is included in documents sent or given
  to participants in the Storage Computer Corporation 1999 Stock Incentive Plan
  pursuant to Rule 428(b)(1) of the Securities Act of 1933, as amended (the
  "Securities Act").
  
  
  
                                       PART II
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
  
       The following documents filed by Storage Computer Corporation (the
  "Registrant") with the Securities and Exchange Commission are incorporated in
  this Registration Statement by reference:
  
       (a) The Registrant's Annual Report on Form 10-K/A for the fiscal year
  ended December 31, 1999;
  
       (b) All other reports filed by the Registrant pursuant to Section 13(a) or
  15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
  since the end of the fiscal year covered by the Annual Report referred to in (a)
  above; and
  
       (c) The description of the Registrant's Common Stock, $.001 par value per
  share, contained in the Registrant's Registration Statement on Form 8-A,
  including any amendment or report filed for the purpose of updating such
  description.
  
       All documents subsequently filed by the Registrant pursuant to Sections
  13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
  post-effective amendment which indicates that all shares of common stock offered
  hereby have been sold or which deregisters all shares of common stock then
  remaining unsold, shall be deemed to be incorporated by reference herein and to
  be part hereof from the date of the filing of the documents. Any statement
  contained in a document incorporated or deemed to be incorporated by reference
  herein shall be deemed to be modified or superseded for the purposes of this
  registration statement to the extent a statement contained herein or in any
  other subsequently filed document which also is or deemed to be incorporated by
  reference herein modifies or supersedes such statement. Any statement so
  modified or superseded shall not be deemed, except as so modified or superseded,
  to constitute a part of this registration statement.
  
  
  ITEM 4. DESCRIPTION OF SECURITIES.
  
       Not applicable.
  
  ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
       The legality of the securities offered hereby will be passed upon for the
  Registrant by Peabody & Arnold LLP, 50 Rowes Wharf, Boston, Massachusetts 02110.
  William E. Kelly, a partner of Peabody & Arnold LLP, is Secretary of the
  Registrant.
  
  
                                        -2-
  
  <PAGE>   3
  
  
  ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
       Section 145 of the Delaware General Corporation Law ("DGCL") provides that
  a corporation may indemnify a director, officer, employee or agent against
  expenses (including attorneys' fees), judgments, fines and amounts paid in
  settlement in respect of or in successful defense of any action, suit or
  proceeding 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, with respect
  to any criminal action or proceeding, had no reasonable cause to believe his
  conduct was unlawful.
  
       The Registrant has included a provision in its Certificate of Incorporation
  that, subject to certain limitations, eliminates the ability of the Registrant
  and its stockholders to recover monetary damages from a director of the
  Registrant for a breach of fiduciary duty as a director. Pursuant to Article
  TENTH of the Registrant's Certificate of Incorporation, a director of the
  Registrant shall not be personally liable to the Registrant or its stockholders
  for monetary damages for breach of fiduciary duty as a director, except that
  Article TENTH shall not eliminate or limit a director's liability (i) for any
  breach of the director's duty of loyalty to the Registrant or its stockholders;
  (ii) for acts or omissions not in good faith or which involve intentional
  misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL,
  or (iv) for any transaction from which the director derived an improper personal
  benefit. If the DGCL is amended after approval by the stockholders of Article
  TENTH to authorize corporate action further eliminating or limiting the personal
  liability of directors, then the liability of a director of the Registrant shall
  be eliminated or limited to the fullest extent permitted by the DGCL, as so
  amended from time to time.
  
       Any repeal or modification of Article TENTH shall not increase the personal
  liability of any director of the Registrant for any act or occurrence taking
  place prior to such repeal or modification, or otherwise adversely affect any
  right or protection of a director of the Registrant existing at the time of such
  repeal or modification.
  
  ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
  
       Not applicable.
  
  ITEM 8. EXHIBITS.
  
  EXHIBIT NO.                 EXHIBIT
  -----------                 -------
  *4.1.    Storage Computer Corporation 1999 Stock Incentive Plan, amended.
  
  *5.1.    Opinion of Peabody & Arnold LLP regarding legality.
  
  *23.1.   Consent of Richard A. Eisner & Company, LLP.
  
  *23.2.   Consent of BDO Seidman, LLP.
  
  *23.3.   Consent of Peabody & Arnold LLP (included in its opinion filed as
           Exhibit 5.1).
  
  *24.1.   Power of Attorney (contained in signature page).
  ------------------------------
  *Filed herewith.
  
  
  
                                        -3-
  <PAGE>   4
  
  
  ITEM 9. UNDERTAKINGS
  
       (a) The 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 this 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 this Registration
  Statement; and
  
            (iii) To include any material information with respect to the plan of
  distribution not previously disclosed in this 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
  information required to be included in a post-effective amendment by those
  paragraphs is contained in periodic reports filed with or furnished to the
  Securities and Exchange Commission by the Registrant pursuant to section 13 or
  section 15(d) of the Exchange Act that are incorporated by reference in this
  Registration Statement.
  
       (2) That, for the purpose of determining any liability under the Securities
  Act, each 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 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 this 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 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 Securities Act and will be governed by the final
  adjudication of such issue.
  
  
                                        -4-
  
  
  <PAGE>   5
  
  
                                     SIGNATURES
  
       Pursuant to the requirements of the Securities Act, 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 Town of Nashua, State of New Hampshire, on this 16th day of
  August 2000.
  
                                         STORAGE COMPUTER CORPORATION
  
  
                                         By: /s/ Theodore J. Goodlander
                                            ---------------------------------
                                         Theodore J. Goodlander
                                         Chief Executive Officer and Director
  
  
                          POWER OF ATTORNEY AND SIGNATURES
  
       The undersigned officers and directors of Storage Computer Corporation
  hereby severally constitute and appoint Theodore J. Goodlander our true and
  lawful attorney-in-fact and agent with full power of substitution, to execute in
  our name and behalf in the capacities indicated below any and all amendments to
  this Registration Statement to be filed with the Securities and Exchange
  Commission and hereby ratify and confirm all that such attorney-in-fact and
  agent shall lawfully do or cause to be done by virtue thereof.
  
       Pursuant to the requirements of the Securities Act, this Registration
  Statement has been signed below by the following persons in their capacities and
  on the dates indicated.
  
  <TABLE>
  <CAPTION>
  
  SIGNATURE                   TITLE                                         DATE
  
  <S>                       <C>                                       <C>
  
  /s/ Theodore J. Goodlander    Chief Executive Officer and                 August 16, 2000
  ---------------------------   Director (Principal Executive Officer)
  Theodore J. Goodlander
  
  /s/ Peter N. Hood             Treasurer and Chief Financial Officer       August 16, 2000
  ---------------------------   (Principal Accounting Officer)
  Peter N. Hood
  
  /s/ Edward A. Gardner         President, Chief Operating Officer          August 16, 2000
  ---------------------------   and Director
  Edward A. Gardner
  
                                Director                                    August __, 2000
  ---------------------------
  Steven S. Chen
  
  /s/ Roger Gauld               Director                                    August 16, 2000
  ---------------------------
  Roger Gauld
  
  
  </TABLE>
  
  
  
  
                                        -5-
  
  <PAGE>   6
  
  
                                  INDEX TO EXHIBITS
  
  
  EXHIBIT NO.                         DESCRIPTION
  -----------                         -----------
  4.1               Storage Computer Corporation 1999 Stock Incentive Plan, as
                    amended.
  
  5.1               Opinion of Peabody & Arnold LLP regarding legality.
  
  23.1              Consent of Richard A. Eisner & Company, LLP.
  
  23.2.             Consent of BDO Seidman, LLP.
  
  23.3.             Consent of Peabody & Arnold LLP (included in its opinion
                    filed as Exhibit 5.1).
  
  24.1              Power of Attorney (contained in signature page).
  
  
  
  
                                        -6-
metadata_documents: [{"type": "S-8", "sequence": "1", "filename": "s-8.txt", "description": "STORAGE COMPUTER", "secsgml_size_bytes": 15788}]
metadata_filer: {"company-data": {"conformed-name": "STORAGE COMPUTER CORP", "cik": "0000933452", "assigned-sic": "3577", "irs-number": "020450593", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-43932", "film-number": "704180"}, "business-address": {"street1": "11 RIVERSIDE STREET", "city": "NASHUA", "state": "NH", "zip": "03062-1373", "phone": "6038803005"}, "mail-address": {"street1": "11 RIVERSIDE STREET", "city": "NASHUA", "state": "NH", "zip": "03062-1373"}}
text: 1
  
  As filed with the Securities and Exchange Commission on August 16, 2000.
  
                                                    Registration No. 333-_________
  --------------------------------------------------------------------------------
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
                                     ----------
  
                                      FORM S-8
               Registration Statement Under The Securities Act of 1933
  
                            STORAGE COMPUTER CORPORATION
               (Exact name of registrant as specified in its charter)
  
  Delaware                                                 02-0450593
  (State or other jurisdiction                             (I.R.S. Employer
  of incorporation or organization)                        Identification No.)
  
                                 11 Riverside Street
                          Nashua, New Hampshire 03062-1373
                                   (603) 880-3005
            (Address, including zip code, of principal executive offices)
  
               Storage Computer Corporation 1999 Stock Incentive Plan
                              (Full title of the plan)
  
                               Theodore J. Goodlander
                               Chief Executive Officer
                            Storage Computer Corporation
                                 11 Riverside Street
                          Nashua, New Hampshire 03062-1373
                       (Name and address of agent for service)
                                   (603) 880-3005
            (Telephone number, including area code, of agent for service)
  
                                     copies to:
                               William E. Kelly, Esq.
                                Peabody & Arnold LLP
                                   50 Rowes Wharf
                                  Boston, MA 02110
  
                           CALCULATION OF REGISTRATION FEE
  ================================================================================================================
                                                         Proposed               Proposed
          Title Of                                       Maximum                 Maximum
         Securities                Amount                Offering               Aggregate              Amount Of
           To Be                    To Be                Price Per               Offering             Registration
         Registered              Registered              Share (1)                Price                   Fee
         ----------              ----------              ---------              ---------             ------------
  Common Stock, par value     2,000,000 shares           $9.53125              $19,062,500             $5,032.50
      $0.001 per share
  
  ================================================================================================================
  2
  
  (1)  Estimated solely for the purpose of computing the registration fee,
       pursuant to Rule 457(c) and (h), on the basis of the average of the high
       and low prices of the Common Stock, $10.1250 and $8.9375 respectively, as
       reported on the American Stock Exchange on August 15, 2000.
  
                                       PART I
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
  ITEM 1. PLAN INFORMATION.
  
       The information required by Part I is included in documents sent or given
  to participants in the Storage Computer Corporation 1999 Stock Incentive Plan
  pursuant to Rule 428(b)(1) of the Securities Act of 1933, as amended (the
  "Securities Act").
  
                                       PART II
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
  
       The following documents filed by Storage Computer Corporation (the
  "Registrant") with the Securities and Exchange Commission are incorporated in
  this Registration Statement by reference:
  
       (a) The Registrant's Annual Report on Form 10-K/A for the fiscal year
  ended December 31, 1999;
  
       (b) All other reports filed by the Registrant pursuant to Section 13(a) or
  15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
  since the end of the fiscal year covered by the Annual Report referred to in (a)
  above; and
  
       (c) The description of the Registrant's Common Stock, $.001 par value per
  share, contained in the Registrant's Registration Statement on Form 8-A,
  including any amendment or report filed for the purpose of updating such
  description.
  
       All documents subsequently filed by the Registrant pursuant to Sections
  13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
  post-effective amendment which indicates that all shares of common stock offered
  hereby have been sold or which deregisters all shares of common stock then
  remaining unsold, shall be deemed to be incorporated by reference herein and to
  be part hereof from the date of the filing of the documents. Any statement
  contained in a document incorporated or deemed to be incorporated by reference
  herein shall be deemed to be modified or superseded for the purposes of this
  registration statement to the extent a statement contained herein or in any
  other subsequently filed document which also is or deemed to be incorporated by
  reference herein modifies or supersedes such statement. Any statement so
  modified or superseded shall not be deemed, except as so modified or superseded,
  to constitute a part of this registration statement.
  
  ITEM 4. DESCRIPTION OF SECURITIES.
  
       Not applicable.
  
  ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
       The legality of the securities offered hereby will be passed upon for the
  Registrant by Peabody & Arnold LLP, 50 Rowes Wharf, Boston, Massachusetts 02110.
  William E. Kelly, a partner of Peabody & Arnold LLP, is Secretary of the
  Registrant.
  
                                        -2-
  3
  
  ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
       Section 145 of the Delaware General Corporation Law ("DGCL") provides that
  a corporation may indemnify a director, officer, employee or agent against
  expenses (including attorneys' fees), judgments, fines and amounts paid in
  settlement in respect of or in successful defense of any action, suit or
  proceeding 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, with respect
  to any criminal action or proceeding, had no reasonable cause to believe his
  conduct was unlawful.
  
       The Registrant has included a provision in its Certificate of Incorporation
  that, subject to certain limitations, eliminates the ability of the Registrant
  and its stockholders to recover monetary damages from a director of the
  Registrant for a breach of fiduciary duty as a director. Pursuant to Article
  TENTH of the Registrant's Certificate of Incorporation, a director of the
  Registrant shall not be personally liable to the Registrant or its stockholders
  for monetary damages for breach of fiduciary duty as a director, except that
  Article TENTH shall not eliminate or limit a director's liability (i) for any
  breach of the director's duty of loyalty to the Registrant or its stockholders;
  (ii) for acts or omissions not in good faith or which involve intentional
  misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL,
  or (iv) for any transaction from which the director derived an improper personal
  benefit. If the DGCL is amended after approval by the stockholders of Article
  TENTH to authorize corporate action further eliminating or limiting the personal
  liability of directors, then the liability of a director of the Registrant shall
  be eliminated or limited to the fullest extent permitted by the DGCL, as so
  amended from time to time.
  
       Any repeal or modification of Article TENTH shall not increase the personal
  liability of any director of the Registrant for any act or occurrence taking
  place prior to such repeal or modification, or otherwise adversely affect any
  right or protection of a director of the Registrant existing at the time of such
  repeal or modification.
  
  ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
  
       Not applicable.
  
  ITEM 8. EXHIBITS.
  
  EXHIBIT NO.                 EXHIBIT
  -----------                 -------
  *4.1.    Storage Computer Corporation 1999 Stock Incentive Plan, amended.
  
  *5.1.    Opinion of Peabody & Arnold LLP regarding legality.
  
  *23.1.   Consent of Richard A. Eisner & Company, LLP.
  
  *23.2.   Consent of BDO Seidman, LLP.
  
  *23.3.   Consent of Peabody & Arnold LLP (included in its opinion filed as
           Exhibit 5.1).
  
  *24.1.   Power of Attorney (contained in signature page).
  ------------------------------
  *Filed herewith.
  
                                        -3-
  4
  
  ITEM 9. UNDERTAKINGS
  
       (a) The 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 this 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 this Registration
  Statement; and
  
            (iii) To include any material information with respect to the plan of
  distribution not previously disclosed in this 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
  information required to be included in a post-effective amendment by those
  paragraphs is contained in periodic reports filed with or furnished to the
  Securities and Exchange Commission by the Registrant pursuant to section 13 or
  section 15(d) of the Exchange Act that are incorporated by reference in this
  Registration Statement.
  
       (2) That, for the purpose of determining any liability under the Securities
  Act, each 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 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 this 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 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 Securities Act and will be governed by the final
  adjudication of such issue.
  
                                        -4-
  5
  
                                     SIGNATURES
  
       Pursuant to the requirements of the Securities Act, 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 Town of Nashua, State of New Hampshire, on this 16th day of
  August 2000.
  
                                         STORAGE COMPUTER CORPORATION
  
                                         By: /s/ Theodore J. Goodlander
                                            ---------------------------------
                                         Theodore J. Goodlander
                                         Chief Executive Officer and Director
  
                          POWER OF ATTORNEY AND SIGNATURES
  
       The undersigned officers and directors of Storage Computer Corporation
  hereby severally constitute and appoint Theodore J. Goodlander our true and
  lawful attorney-in-fact and agent with full power of substitution, to execute in
  our name and behalf in the capacities indicated below any and all amendments to
  this Registration Statement to be filed with the Securities and Exchange
  Commission and hereby ratify and confirm all that such attorney-in-fact and
  agent shall lawfully do or cause to be done by virtue thereof.
  
       Pursuant to the requirements of the Securities Act, this Registration
  Statement has been signed below by the following persons in their capacities and
  on the dates indicated.
  SIGNATURE                   TITLE                                         DATE
  /s/ Theodore J. Goodlander    Chief Executive Officer and                 August 16, 2000
  ---------------------------   Director (Principal Executive Officer)
  Theodore J. Goodlander
  
  /s/ Peter N. Hood             Treasurer and Chief Financial Officer       August 16, 2000
  ---------------------------   (Principal Accounting Officer)
  Peter N. Hood
  
  /s/ Edward A. Gardner         President, Chief Operating Officer          August 16, 2000
  ---------------------------   and Director
  Edward A. Gardner
  
                                Director                                    August __, 2000
  ---------------------------
  Steven S. Chen
  
  /s/ Roger Gauld               Director                                    August 16, 2000
  ---------------------------
  Roger Gauld
  -5-
  6
  
                                  INDEX TO EXHIBITS
  
  EXHIBIT NO.                         DESCRIPTION
  -----------                         -----------
  4.1               Storage Computer Corporation 1999 Stock Incentive Plan, as
                    amended.
  
  5.1               Opinion of Peabody & Arnold LLP regarding legality.
  
  23.1              Consent of Richard A. Eisner & Company, LLP.
  
  23.2.             Consent of BDO Seidman, LLP.
  
  23.3.             Consent of Peabody & Arnold LLP (included in its opinion
                    filed as Exhibit 5.1).
  
  24.1              Power of Attorney (contained in signature page).
  
                                        -6-