content: <PAGE>   1
      As filed with the Securities and Exchange Commission on January 29, 1998
                                                            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. 1995 STOCK OPTION 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          242,965 Shares            $18.625              $4,525,224             $1,335
  -------------------------------------------------------------------------------------------------------------------------
  Preferred Stock Purchase Rights       242,965 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. 1995 Stock Option Plan
           (the "Plan"). 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 Statement.
  (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 January 26, 1998, 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.
  ================================================================================
  
            THE 242,965 SHARES OF COMMON STOCK REGISTERED HEREBY ARE BEING
  REGISTERED TO INCREASE THE NUMBER OF REGISTERED SHARES OF COMMON STOCK
  AVAILABLE FOR ISSUANCE UNDER THE PLAN. PURSUANT TO INSTRUCTION E OF FORM S-8,
  THE CONTENTS OF THE COMPANY'S REGISTRATION STATEMENT ON FORM S-8 AS FILED WITH
  SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 10, 1997, REGISTRATION NO.
  333-41951, ARE INCORPORATED BY REFERENCE.
  
  
  <PAGE>   2
  
  
  
                                     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 January 29, 1998.
  
  
  
                                     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           January 29, 1998
  ------------------------------------------  Executive Officer (Principal Executive
  JAMES L. DONALD                             Officer)
  
  /s/ Gerald F. Montry                        Senior Vice President, Chief Financial               January 29, 1998
  ------------------------------------------  Officer, and Director (Principal Financial
  GERALD F. MONTRY                            Officer)
  
  /s/ Kenneth R. Vines                        Vice President, Finance (Principal                   January 29, 1998
  ------------------------------------------  Accounting Officer)
  KENNETH R. VINES                            
  
  /s/ Raymond J. Dempsey                      Director                                             January 29, 1998
  ------------------------------------------
  RAYMOND J. DEMPSEY
  
  /s/ Sir John Fairclough                     Director                                             January 29, 1998
  ------------------------------------------
  SIR JOHN FAIRCLOUGH
  </TABLE>
  
  
  
                                        -2-
  
  <PAGE>   3
  
  
  
  <TABLE>
  <CAPTION>
                   SIGNATURE                                        TITLE                           DATE
                   ---------                                        -----                           ----
  <S>                                         <C>                                                  <C>
  /s/ James L. Fischer                        Director                                             January 29, 1998
  ------------------------------------------
  JAMES L. FISCHER
  
  /s/ Robert S. Folsom                        Director                                             January 29, 1998
  ------------------------------------------
  ROBERT S. FOLSOM
  
  /s/ William O. Hunt                         Director                                             January 29, 1998
  ------------------------------------------
  WILLIAM O. HUNT
  </TABLE>
  
  
  
  
  
                                        -3-
  
  <PAGE>   4
  
  
  
                                   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. 1995 Stock Option Plan (incorporated by reference to
                Exhibit 4.7 to the Company's Registration Statement on Form S-8,
                Registration No. 333-41951, dated December 10, 1997)
  
      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>
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 11168}]
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": "333-45149", "film-number": "98516672"}, "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 January 29, 1998
                                                            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. 1995 STOCK OPTION 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          242,965 Shares            $18.625              $4,525,224             $1,335
  -------------------------------------------------------------------------------------------------------------------------
  Preferred Stock Purchase Rights       242,965 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. 1995 Stock Option Plan
           (the "Plan"). 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 Statement.
  (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 January 26, 1998, 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.
  ================================================================================
  
            THE 242,965 SHARES OF COMMON STOCK REGISTERED HEREBY ARE BEING
  REGISTERED TO INCREASE THE NUMBER OF REGISTERED SHARES OF COMMON STOCK
  AVAILABLE FOR ISSUANCE UNDER THE PLAN. PURSUANT TO INSTRUCTION E OF FORM S-8,
  THE CONTENTS OF THE COMPANY'S REGISTRATION STATEMENT ON FORM S-8 AS FILED WITH
  SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 10, 1997, REGISTRATION NO.
  333-41951, ARE INCORPORATED BY REFERENCE.
  2
  
                                     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 January 29, 1998.
  
                                     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           January 29, 1998
  ------------------------------------------  Executive Officer (Principal Executive
  JAMES L. DONALD                             Officer)
  
  /s/ Gerald F. Montry                        Senior Vice President, Chief Financial               January 29, 1998
  ------------------------------------------  Officer, and Director (Principal Financial
  GERALD F. MONTRY                            Officer)
  
  /s/ Kenneth R. Vines                        Vice President, Finance (Principal                   January 29, 1998
  ------------------------------------------  Accounting Officer)
  KENNETH R. VINES                            
  
  /s/ Raymond J. Dempsey                      Director                                             January 29, 1998
  ------------------------------------------
  RAYMOND J. DEMPSEY
  
  /s/ Sir John Fairclough                     Director                                             January 29, 1998
  ------------------------------------------
  SIR JOHN FAIRCLOUGH
  -2-
  3
  SIGNATURE                                        TITLE                           DATE
                   ---------                                        -----                           ----
  /s/ James L. Fischer                        Director                                             January 29, 1998
  ------------------------------------------
  JAMES L. FISCHER
  
  /s/ Robert S. Folsom                        Director                                             January 29, 1998
  ------------------------------------------
  ROBERT S. FOLSOM
  
  /s/ William O. Hunt                         Director                                             January 29, 1998
  ------------------------------------------
  WILLIAM O. HUNT
  -3-
  4
  
                                   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. 1995 Stock Option Plan (incorporated by reference to
                Exhibit 4.7 to the Company's Registration Statement on Form S-8,
                Registration No. 333-41951, dated December 10, 1997)
  
      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)