content: <PAGE>   1
                                                       Registration No. 333-
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                                      FORM S-8
  
                            REGISTRATION STATEMENT UNDER
                             THE SECURITIES ACT OF L933
  
                               TELCO SYSTEMS, INC.
  --------------------------------------------------------------------------------
              (Exact name of registrant as specified in its charter)
  
        DELAWARE                                           94-2178777
  --------------------------------------------------------------------------------
  (State or other jurisdiction of                       (I.R.S. Employer
  incorporation or organization)                       Identification No.)
  --------------------------------------------------------------------------------
                              
           63 NAHATAN STREET, NORWOOD, MA                     02062
  --------------------------------------------------------------------------------
        (Address of principal executive offices)           (Zip Code)
  
        TELCO SYSTEMS, INC. AMENDED AND RESTATED 1990 STOCK OPTION PLAN
        
        RESTRICTED STOCK GRANT AGREEMENTS, EACH DATED FEBRUARY 15, 1996, BETWEEN
        THE COMPANY AND EACH OF ITAI AARONSON, AL BANNIS, JEFFREY BLACK, KAREN
        BRIM, RICHARD CAMERON, JOHN CAUGHRON, JASWANT DHALIWAL, DANIEL FRETZ,
        STANLEY GARDNER, ZUREN HSI, BRYAN KNYSH, STEPHEN MILLS, LARRY ORR,
        JOSEPH SCHICK, EDWARD SCHLOEMAN, LAWRENCE WALKER, GEORGE WEIGT, AND
        JEFFREY WEISS.
  --------------------------------------------------------------------------------
                              (Full title of the plan)
  
                    JOHN A. RUGGIERO, CHIEF EXECUTIVE OFFICER
                               TELCO SYSTEMS, INC.
                                63 NAHATAN STREET
                                NORWOOD, MA 02062
                                  (617) 551-0300
  
  --------------------------------------------------------------------------------
                    (Name and address, including zip code, and
           telephone number, including area code, of agent for service)
  
                                 WITH A COPY TO:
                          EDWARD N. GADSBY, JR., ESQUIRE
                               FOLEY, HOAG & ELIOT
                              ONE POST OFFICE SQUARE
                           BOSTON, MASSACHUSETTS 02109
                                  (617) 832-1000
  --------------------------------------------------------------------------------
  
  <TABLE>
                         CALCULATION OF REGISTRATION FEE
  -------------------------------------------------------------------------------------------------------------
  <CAPTION>
  
                                                                           Proposed
  Title of                                      Proposed                   maximum
  securities                 Amount             maximum                    aggregate               Amount of
  to be                      to be              offering price             offering                registration
  registered               registered           per share                  price                   fee
  -------------------------------------------------------------------------------------------------------------
  
  <S>                      <C>                   <C>                    <C>                       <C>
  Common Stock              32,205               $11.38(1)              $  366,492.90(1)          $  126.38(1)
  (par value $.01)         shares
  -------------------------------------------------------------------------------------------------------------
  Common Stock              12,884               $10.50(2)              $  135,282(2)             $   46.65(2)
  (par value $.01)         shares
  -------------------------------------------------------------------------------------------------------------
  Common Stock             304,911               $11.26(3)              $3,433,297.86(3)          $1,183.90(3)
  (par value $.01)         shares
  -------------------------------------------------------------------------------------------------------------
  Common Stock              92,000               $11.26(4)              $1,035,920(4)             $  357.21(4)
  (par value $.01)         shares
  -------------------------------------------------------------------------------------------------------------
  Totals                   442,000                                      $4,966,592.76             $1,714.14
                           shares
  -------------------------------------------------------------------------------------------------------------
  </TABLE>
  <PAGE>   2
  
  
  
  
           (1) For shares issuable pursuant to stock options granted through
  February 15, 1996, calculated pursuant to Rule 457(h) based on the exercise
  price of such options.
           (2) For shares issuable pursuant to stock options granted through
  February 15, 1996, calculated pursuant to Rule 457(h) based on the exercise
  price of such options.
           (3) For shares issuable pursuant to stock options not granted as of
  February 15, 1996, estimated pursuant to Rule 457(c) based on the average of the
  high and low prices of the Common Stock as reported in the National Association
  of Securities Dealers Automated Quotation National Market System
  (the "Nasdaq NMS") on February 9, 1996.
           (4) For all shares issuable pursuant to the Restricted Stock
  Agreements, estimated pursuant to Rule 457(c) based on the average of the high
  and low prices of the Common Stock as reported in the National Association of
  Securities Dealers Automated Quotation National Market System ("Nasdaq NMS") on
  February 9, 1996.
  
  
  
  
  
                                       I-2
  
  <PAGE>   3
  
  
  
  PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
           The following documents filed with the Securities and Exchange
  Commission ("Commission") are incorporated in this registration statement by
  reference:
  
           (a) the Annual Report on Form 10-K of the Company for the fiscal year
  ended August 27, 1995;
  
           (b) the Company's Quarterly Report on Form 10-Q for the quarter ended
  November 26, 1995; and
  
           (c) the description of the Company's Common Stock contained in the
  Registration Statement on Form 8-A filed with the Commission on June 28, 1984
  under Section 12 of the Securities Exchange Act of 1934 ("Exchange Act"),
  including any amendment or description filed for the purpose of updating such
  description.
  
           All documents subsequently filed by the Company 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 securities offered have been
  sold or which deregisters all securities then remaining unsold, shall be deemed
  to be incorporated by reference in this registration statement and to be part
  thereof from the date of filing of such documents.
  
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
           Not applicable.
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
           Not applicable.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
           Section 145 of the Delaware General Corporation Law provides as
  follows:
  
                             "(a) A corporation may indemnify any person who was
                    or is a party or is threatened to be made a party to any
                    threatened, pending or completed action, suit or proceeding,
                    whether civil, criminal, administrative or investigative
                    (other than an action by or in the right of the corporation)
                    by reason of the fact that he is or was a director, officer,
                    employee or agent of the corporation, or is or was serving at
                    the request of the corporation as a director, officer,
                    employee or agent of another corporation, partnership, joint
                    venture, trust or other enterprise, against expenses
                    (including attorneys' fees), judgments, fines and amounts paid
                    in settlement actually and reasonably incurred by him in
                    connection with such 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
                    termination of any action, suit or proceeding by judgment,
                    order, settlement, conviction, or upon a plea of nolo
                    contendere or its equivalent, shall not, of itself, create a
                    presumption that the person did not act in good faith and in a
                    manner which he
  
  
  <PAGE>   4
  
  
  
                    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 reasonable cause to believe
                    that his conduct was unlawful.
  
                             "(b) A corporation may indemnify any person who was
                    or is a party or is threatened to be made a party to any
                    threatened, pending or completed action or suit by or in the
                    right of the corporation to procure a judgment in its favor by
                    reason of the fact that he is or was a director, officer,
                    employee or agent of the corporation, or is or was serving at
                    the request of the corporation as a director, officer,
                    employee or agent of another corporation, partnership, joint
                    venture, trust or other enterprise against expenses (including
                    attorneys' fees) actually and reasonably incurred by him in
                    connection with the defense or settlement of such action or
                    suit 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 except that no indemnification shall be made
                    in respect of any claim, issue or matter as to which such
                    person shall have been adjudged to be liable to the
                    corporation unless and only to the extent that the Court of
                    Chancery or the court in which such action or suit was brought
                    shall determine upon application that, despite the
                    adjudication of liability but in view of all the circumstances
                    of the case, such person is fairly and reasonably entitled to
                    indemnity for such expenses which the Court of Chancery or
                    such other court shall deem proper.
  
                             "(c) To the extent that a director, officer, employee
                    or agent of a corporation has been successful on the merits or
                    otherwise in defense of any action, suit or proceeding
                    referred to in subsections (a) and (b) of this section, or in
                    defense of any claim, issue or matter therein, he shall be
                    indemnified against expenses (including attorneys' fees)
                    actually and reasonably incurred by him in connection
                    therewith.
  
                             "(d) Any indemnification under subsections (a) and
                    (b) of this section (unless ordered by a court) shall be made
                    by the corporation only as authorized in the specific case
                    upon a determination that indemnification of the director,
                    officer, employee or agent is proper in the circumstances
                    because he has met the applicable standard of conduct set
                    forth in subsections (a) and (b) of this section. Such
                    determination shall be made (1) by a majority vote of the
                    directors who are not parties to such action, suit or
                    proceeding, even though less than a quorum, or (2) if there
                    are no such directors, or if such directors so direct, by
                    independent legal counsel in a written opinion, or (3) by the
                    stockholders.
  
                             "(e) Expenses (including attorneys' fees) incurred by
                    an officer or director in defending any civil, criminal,
                    administrative or investigative action, suit or proceeding may
                    be paid by the corporation in advance of the final disposition
                    of such action, suit or proceeding upon receipt of an
                    undertaking by or on behalf of such director or officer to
                    repay such amount if it shall ultimately be
  
                                       II-2
  
  <PAGE>   5
  
  
  
                    determined that he is not entitled to be indemnified by the
                    corporation as authorized in this section. Such expenses
                    (including attorneys' fees) incurred by other employees and
                    agents may be so paid upon such terms and conditions, if any,
                    as the board of directors deems appropriate.
  
                             "(f) The indemnification and advancement of expenses
                    provided by, or granted pursuant to, the other subsections of
                    this section shall not be deemed exclusive of any other rights
                    to which those seeking indemnification or advancement of
                    expenses may be entitled under any bylaw, agreement, vote of
                    stockholders or disinterested directors or otherwise, both as
                    to action in his official capacity and as to action in another
                    capacity while holding such office.
  
                             "(g) A corporation shall have power to purchase and
                    maintain insurance on behalf of any person who is or was a
                    director, officer, employee or agent of the corporation, or is
                    or was serving at the request of the corporation as a
                    director, officer, employee or agent of another corporation,
                    partnership, joint venture, trust or other enterprise against
                    any liability asserted against him and incurred by him in any
                    such capacity, or arising out of his status as such, whether
                    or not the corporation would have the power to indemnify him
                    against such liability under this section.
  
                             "(h) For purposes of this section, references to "the
                    corporation" shall include, in addition to the resulting
                    corporation, any constituent corporation (including any
                    constituent of a constituent) absorbed in a consolidation or
                    merger which, if its separate existence had continued, would
                    have had power and authority to indemnify its directors,
                    officers, and employees or agents, so that any person who is
                    or was a director, officer, employee or agent of such
                    constituent corporation, or is or was serving at the request
                    of such constituent corporation as a director, officer,
                    employee or agent of another corporation, partnership, joint
                    venture, trust or other enterprise, shall stand in the same
                    position under this section with respect to the resulting or
                    surviving corporation as he would have with respect to such
                    constituent corporation if its separate existence had
                    continued.
  
                             "(i) For purposes of this section, references to
                    "other enterprises" shall include employee benefit plans;
                    reference to "fines" shall include any excise taxes assessed
                    on a person with respect to an employee benefit plan; and
                    references to "serving at the request of the corporation"
                    shall include any service as a director, officer, employee or
                    agent of the corporation which imposes duties on, or involves
                    services by, such director, officer, employee, or agent with
                    respect to an employee benefit plan, its participants or
                    beneficiaries; and a person who acted in good faith and in a
                    manner he reasonably believed to be in the interest of the
                    participants and beneficiaries of an employee benefit plan
                    shall be deemed to have acted in a manner "not opposed to the
  
                                       II-3
  
  <PAGE>   6
  
  
  
                    best interests of the corporation" as referred to in
                    this section.
  
                             "(j) The indemnification and advancement of expenses
                    provided by, or granted pursuant to, this section shall,
                    unless otherwise provided when authorized or ratified,
                    continue as to a person who has ceased to be a director,
                    officer, employee or agent and shall inure to the benefit of
                    the heirs, executors and administrators of such a person.
  
                             "(k) The Court of Chancery is hereby vested with
                    exclusive jurisdiction to hear and determine all actions for
                    advancement of expenses or indemnification brought under this
                    section or under any bylaw, agreement, vote of stockholders or
                    disinterested directors, or otherwise. The Court of Chancery
                    may summarily determine a corporation's obligations to advance
                    expenses (including attorneys' fees)."
  
           Article VII of the Company's By-Laws provides that the Company shall
  indemnify any person made or threatened to be made a party to any action or
  proceeding, whether civil, criminal, administrative, or investigative by reason
  of the fact that he is or was a director, officer or employee of the Company or
  serves or served any other enterprise as a director, officer or employee at the
  request of the Company.
  
           The Company has a Directors' and Officers' Liability insurance policy
  insuring its directors and officers for certain claims up to $5,000,000.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
           Not applicable.
  
  ITEM 8.  EXHIBITS.
  
  4.1      Amended and Restated 1990 Stock Option Plan.
  
  4.2      Restricted Stock Grant Agreement dated February 15, 1996 between the
           Company and Itai Aaronson, together with a Schedule 4.2 setting forth
           information regarding certain substantially identical Restricted Stock
           Grant Agreements of even date therewith.
  
  5.1      Opinion of Counsel.
  
  23.1     Consent of Independent Auditors.
  
  23.2     Consent of Counsel (included in Exhibit 5.1).
  
  24.1     Power of Attorney (contained on the signature page).
  
  ITEM 9.  UNDERTAKINGS.
  
           1.       The undersigned registrant hereby undertakes that, for
  purposes of determining any liability under the Securities Act of 1933, each
  filing of the registrant's annual report pursuant to Section 13(a) or
  Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable,
  each filing of an employee benefit plan's annual report pursuant to
  Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by
  reference in the registration statement shall be deemed to be a new
  registration statement relating to the securities offered herein, and the
  offering of such securities at that time shall be deemed to be the initial
  bona fide offering thereof.
  
  
                                       II-4
  
  <PAGE>   7
  
  
  
           2.       The undersigned registrant hereby undertakes:
  
                    (a) To file, during any period in which offers or sales are
  being made, a post-effective amendment to this registration statement:
  
                             (i)  To include any prospectus required by Section 
                    10(a)(3) of the Securities Act of 1933;
  
                             (ii) To reflect in the prospectus any facts or events
                    arising after the effective date of the registration statement
                    (or the most recent post-effective amendment thereof) which,
                    individually or in the aggregate, 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 and of the
                    estimated maximum offering range may be reflected in the form
                    of prospectus filed with the Commission pursuant to Rule
                    424(b) if, in the aggregate, the changes in volume and price
                    represent no more than 20 percent change in the maximum
                    aggregate offering price set forth in the "Calculation of
                    Registration Fee" table in the effective registration
                    statement.
  
                             (iii) To include any material information with
                    respect to the plan of distribution not previously disclosed
                    in the registration statement or any material change to such
                    information in the registration statement;
  
                             PROVIDED, HOWEVER, that paragraphs 2(a)(i) and 
  2(a)(ii) do not apply if the information required to be included in a
  post-effectiveamendment by those paragraphs is contained in periodic reports
  filed by the registrant pursuant to Section 13 or Section 15(d) of the
  Securities Exchange Act of 1934 that are incorporated by reference herein.
  
                    (b) That, for the purpose of determining any liability under
  the Securities Act of 1933, each such post-effective amendment shall be deemed
  to be a new registration statement relating to the securities offered herein,
  and the offering of such securities at that time shall be deemed to be the
  initial bona fide offering thereof.
  
                    (c) To remove from registration by means of a post-effective
  amendment any of the securities being registered which remain unsold at the
  termination of the offering.
  
           3.       Insofar as indemnification for liabilities arising under the
  Securities Act of 1933 may be permitted to directors, officers and controlling
  persons of the registrant pursuant to the foregoing provisions, or otherwise,
  the registrant has been advised that in the opinion of the Securities and
  Exchange Commission such indemnification is against public policy as expressed
  in the Act and is, therefore, unenforceable. In the event that a claim for
  indemnification against such liabilities (other than the payment by the
  registrant of expenses incurred or paid by a director, officer of controlling
  person of the registrant in the successful defense of any action, suit or
  proceeding) is asserted by such director, officer or controlling person in
  connection with the securities being registered, the registrant will, unless in
  the opinion of its counsel the matter has been settled by controlling precedent,
  submit to a court of appropriate jurisdiction the question whether such
  indemnification by it is against public policy as expressed in the Act and will
  be governed by the final adjudication of such issue.
  
  
                                       II-5
  
  <PAGE>   8
  
  
  
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act of 1933, the Company
  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 Norwood, Commonwealth of Massachusetts, on the 11th
  day of February, 1996.
                                                                                  
                                          TELCO SYSTEMS, INC.
                                          
                                          
                                          By: /s/ John A. Ruggiero
                                              ------------------------------
                                              John A. Ruggiero
                                              Chief Executive Officer and
                                               Chief Financial Officer
  
  
                                       II-6
  
  <PAGE>   9
  
  
  
                                POWER OF ATTORNEY
  
  
           KNOW ALL MEN BY THESE PRESENTS that each individual whose signature
  appears below constitutes and appoints John A. Ruggiero and William B. Smith,
  his true and lawful attorney-in-fact and agent with full power of substitution,
  for him and in his name, place and stead, in any and all capacities, to sign any
  and all amendments (including post-effective amendments) to this Registration
  Statement, and to file the same, with all exhibits thereto, and all documents in
  connection therewith, with the Securities and Exchange Commission, granting unto
  said attorney-in-fact and agent, full power and authority to do and perform each
  and every act and thing he may deem necessary or advisable to be done in
  connection with this Registration Statement, as fully to all intents and
  purposes as he might or could do in person, hereby ratifying and confirming all
  that said attorney-in-fact and agent or his substitute or substitutes, may
  lawfully do or cause to be done by virtue hereof.
  
  <TABLE>
           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.
  <CAPTION>
  
      Signature                  Title                           Date
      ---------                  -----                           ----
  
  <S>                            <C>                             <C>
  
  /s/ John A. Ruggiero
  ___________________________    Director and Chief              February 11, 1996
  John A. Ruggiero               Executive Officer
                                 (Principal Executive
                                 Officer)
  
  /s/ John A. Ruggiero
  ___________________________    Director and                    February 11, 1996
  John A. Ruggiero               Chief Financial Officer
                                 (Principal Financial Officer)
  
  /s/ Daniel A. DiPietro
  ___________________________    Vice President and Corporate    February 14, 1996
  Daniel A. DiPietro             Controller (Principal
                                 Accounting Officer)
  
  /s/ William B. Smith
  ___________________________    Director and President          February 11, 1996
  William B. Smith                            
                                              
  
  /s/ Dean C. Campbell                                            
  ___________________________    Director                        February 13, 1996
  Dean C. Campbell                            
                                              
  
  /s/ Steward S. Flaschen                                            
  ___________________________    Director                        February 10, 1996
  Steward S. Flaschen                         
                                              
                                              
  /s/ Sheldon Horing
  ___________________________    Director                        February 10, 1996
  Sheldon Horing
  
  </TABLE>
  
                                       II-7
  
  <PAGE>   10
  
  
  <TABLE>
                                     EXHIBIT INDEX
  <CAPTION>
  
  Exhibit
    No.                               Description                                             Page
  -------                             -----------                                             ----
  
  <S>      <C>
  4.1      Amended and Restated 1990 Stock Option Plan.
  
  4.2      Restricted Stock Grant Agreement dated February 15, 1996 between the
           Company and Itai Aaronson, together with a Schedule 4.2 setting forth
           information regarding certain substantially identical Restricted Stock
           Grant Agreements of even date therewith.
  
  5.1      Opinion of Counsel.
  
  23.1     Consent of Independent Accountants.
  
  23.2     Consent of Counsel (included in Exhibit 5.1).
  
  24.1     Power of Attorney (contained on the signature page).
  
  </TABLE>
  
  
                                       II-8
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "TELCO SYSTEMS, INC. FORM S-8", "secsgml_size_bytes": 29184}]
metadata_filer: {"company-data": {"conformed-name": "TELCO SYSTEMS INC /DE/", "cik": "0000736893", "assigned-sic": "3661", "irs-number": "942178777", "state-of-incorporation": "DE", "fiscal-year-end": "0831"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-00959", "film-number": "96521227"}, "business-address": {"street1": "63 NAHATAN ST", "city": "NORWOOD", "state": "MA", "zip": "02062", "phone": "6175510300"}, "mail-address": {"street1": "63 NAHATAN ST", "city": "NORWOOD", "state": "MA", "zip": "02062"}, "former-company": {"former-conformed-name": "TELCO SYSTEMS INC", "date-changed": "19880208"}}
text: 1
                                                       Registration No. 333-
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                                      FORM S-8
  
                            REGISTRATION STATEMENT UNDER
                             THE SECURITIES ACT OF L933
  
                               TELCO SYSTEMS, INC.
  --------------------------------------------------------------------------------
              (Exact name of registrant as specified in its charter)
  
        DELAWARE                                           94-2178777
  --------------------------------------------------------------------------------
  (State or other jurisdiction of                       (I.R.S. Employer
  incorporation or organization)                       Identification No.)
  --------------------------------------------------------------------------------
                              
           63 NAHATAN STREET, NORWOOD, MA                     02062
  --------------------------------------------------------------------------------
        (Address of principal executive offices)           (Zip Code)
  
        TELCO SYSTEMS, INC. AMENDED AND RESTATED 1990 STOCK OPTION PLAN
        
        RESTRICTED STOCK GRANT AGREEMENTS, EACH DATED FEBRUARY 15, 1996, BETWEEN
        THE COMPANY AND EACH OF ITAI AARONSON, AL BANNIS, JEFFREY BLACK, KAREN
        BRIM, RICHARD CAMERON, JOHN CAUGHRON, JASWANT DHALIWAL, DANIEL FRETZ,
        STANLEY GARDNER, ZUREN HSI, BRYAN KNYSH, STEPHEN MILLS, LARRY ORR,
        JOSEPH SCHICK, EDWARD SCHLOEMAN, LAWRENCE WALKER, GEORGE WEIGT, AND
        JEFFREY WEISS.
  --------------------------------------------------------------------------------
                              (Full title of the plan)
  
                    JOHN A. RUGGIERO, CHIEF EXECUTIVE OFFICER
                               TELCO SYSTEMS, INC.
                                63 NAHATAN STREET
                                NORWOOD, MA 02062
                                  (617) 551-0300
  
  --------------------------------------------------------------------------------
                    (Name and address, including zip code, and
           telephone number, including area code, of agent for service)
  
                                 WITH A COPY TO:
                          EDWARD N. GADSBY, JR., ESQUIRE
                               FOLEY, HOAG & ELIOT
                              ONE POST OFFICE SQUARE
                           BOSTON, MASSACHUSETTS 02109
                                  (617) 832-1000
  --------------------------------------------------------------------------------
  
                         CALCULATION OF REGISTRATION FEE
  -------------------------------------------------------------------------------------------------------------
  Proposed
  Title of                                      Proposed                   maximum
  securities                 Amount             maximum                    aggregate               Amount of
  to be                      to be              offering price             offering                registration
  registered               registered           per share                  price                   fee
  -------------------------------------------------------------------------------------------------------------
  Common Stock              32,205               $11.38(1)              $  366,492.90(1)          $  126.38(1)
  (par value $.01)         shares
  -------------------------------------------------------------------------------------------------------------
  Common Stock              12,884               $10.50(2)              $  135,282(2)             $   46.65(2)
  (par value $.01)         shares
  -------------------------------------------------------------------------------------------------------------
  Common Stock             304,911               $11.26(3)              $3,433,297.86(3)          $1,183.90(3)
  (par value $.01)         shares
  -------------------------------------------------------------------------------------------------------------
  Common Stock              92,000               $11.26(4)              $1,035,920(4)             $  357.21(4)
  (par value $.01)         shares
  -------------------------------------------------------------------------------------------------------------
  Totals                   442,000                                      $4,966,592.76             $1,714.14
                           shares
  -------------------------------------------------------------------------------------------------------------
  2
  
           (1) For shares issuable pursuant to stock options granted through
  February 15, 1996, calculated pursuant to Rule 457(h) based on the exercise
  price of such options.
           (2) For shares issuable pursuant to stock options granted through
  February 15, 1996, calculated pursuant to Rule 457(h) based on the exercise
  price of such options.
           (3) For shares issuable pursuant to stock options not granted as of
  February 15, 1996, estimated pursuant to Rule 457(c) based on the average of the
  high and low prices of the Common Stock as reported in the National Association
  of Securities Dealers Automated Quotation National Market System
  (the "Nasdaq NMS") on February 9, 1996.
           (4) For all shares issuable pursuant to the Restricted Stock
  Agreements, estimated pursuant to Rule 457(c) based on the average of the high
  and low prices of the Common Stock as reported in the National Association of
  Securities Dealers Automated Quotation National Market System ("Nasdaq NMS") on
  February 9, 1996.
  
                                       I-2
  3
  
  PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
           The following documents filed with the Securities and Exchange
  Commission ("Commission") are incorporated in this registration statement by
  reference:
  
           (a) the Annual Report on Form 10-K of the Company for the fiscal year
  ended August 27, 1995;
  
           (b) the Company's Quarterly Report on Form 10-Q for the quarter ended
  November 26, 1995; and
  
           (c) the description of the Company's Common Stock contained in the
  Registration Statement on Form 8-A filed with the Commission on June 28, 1984
  under Section 12 of the Securities Exchange Act of 1934 ("Exchange Act"),
  including any amendment or description filed for the purpose of updating such
  description.
  
           All documents subsequently filed by the Company 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 securities offered have been
  sold or which deregisters all securities then remaining unsold, shall be deemed
  to be incorporated by reference in this registration statement and to be part
  thereof from the date of filing of such documents.
  
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
           Not applicable.
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
           Not applicable.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
           Section 145 of the Delaware General Corporation Law provides as
  follows:
  
                             "(a) A corporation may indemnify any person who was
                    or is a party or is threatened to be made a party to any
                    threatened, pending or completed action, suit or proceeding,
                    whether civil, criminal, administrative or investigative
                    (other than an action by or in the right of the corporation)
                    by reason of the fact that he is or was a director, officer,
                    employee or agent of the corporation, or is or was serving at
                    the request of the corporation as a director, officer,
                    employee or agent of another corporation, partnership, joint
                    venture, trust or other enterprise, against expenses
                    (including attorneys' fees), judgments, fines and amounts paid
                    in settlement actually and reasonably incurred by him in
                    connection with such 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
                    termination of any action, suit or proceeding by judgment,
                    order, settlement, conviction, or upon a plea of nolo
                    contendere or its equivalent, shall not, of itself, create a
                    presumption that the person did not act in good faith and in a
                    manner which he
  4
  
                    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 reasonable cause to believe
                    that his conduct was unlawful.
  
                             "(b) A corporation may indemnify any person who was
                    or is a party or is threatened to be made a party to any
                    threatened, pending or completed action or suit by or in the
                    right of the corporation to procure a judgment in its favor by
                    reason of the fact that he is or was a director, officer,
                    employee or agent of the corporation, or is or was serving at
                    the request of the corporation as a director, officer,
                    employee or agent of another corporation, partnership, joint
                    venture, trust or other enterprise against expenses (including
                    attorneys' fees) actually and reasonably incurred by him in
                    connection with the defense or settlement of such action or
                    suit 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 except that no indemnification shall be made
                    in respect of any claim, issue or matter as to which such
                    person shall have been adjudged to be liable to the
                    corporation unless and only to the extent that the Court of
                    Chancery or the court in which such action or suit was brought
                    shall determine upon application that, despite the
                    adjudication of liability but in view of all the circumstances
                    of the case, such person is fairly and reasonably entitled to
                    indemnity for such expenses which the Court of Chancery or
                    such other court shall deem proper.
  
                             "(c) To the extent that a director, officer, employee
                    or agent of a corporation has been successful on the merits or
                    otherwise in defense of any action, suit or proceeding
                    referred to in subsections (a) and (b) of this section, or in
                    defense of any claim, issue or matter therein, he shall be
                    indemnified against expenses (including attorneys' fees)
                    actually and reasonably incurred by him in connection
                    therewith.
  
                             "(d) Any indemnification under subsections (a) and
                    (b) of this section (unless ordered by a court) shall be made
                    by the corporation only as authorized in the specific case
                    upon a determination that indemnification of the director,
                    officer, employee or agent is proper in the circumstances
                    because he has met the applicable standard of conduct set
                    forth in subsections (a) and (b) of this section. Such
                    determination shall be made (1) by a majority vote of the
                    directors who are not parties to such action, suit or
                    proceeding, even though less than a quorum, or (2) if there
                    are no such directors, or if such directors so direct, by
                    independent legal counsel in a written opinion, or (3) by the
                    stockholders.
  
                             "(e) Expenses (including attorneys' fees) incurred by
                    an officer or director in defending any civil, criminal,
                    administrative or investigative action, suit or proceeding may
                    be paid by the corporation in advance of the final disposition
                    of such action, suit or proceeding upon receipt of an
                    undertaking by or on behalf of such director or officer to
                    repay such amount if it shall ultimately be
  
                                       II-2
  5
  
                    determined that he is not entitled to be indemnified by the
                    corporation as authorized in this section. Such expenses
                    (including attorneys' fees) incurred by other employees and
                    agents may be so paid upon such terms and conditions, if any,
                    as the board of directors deems appropriate.
  
                             "(f) The indemnification and advancement of expenses
                    provided by, or granted pursuant to, the other subsections of
                    this section shall not be deemed exclusive of any other rights
                    to which those seeking indemnification or advancement of
                    expenses may be entitled under any bylaw, agreement, vote of
                    stockholders or disinterested directors or otherwise, both as
                    to action in his official capacity and as to action in another
                    capacity while holding such office.
  
                             "(g) A corporation shall have power to purchase and
                    maintain insurance on behalf of any person who is or was a
                    director, officer, employee or agent of the corporation, or is
                    or was serving at the request of the corporation as a
                    director, officer, employee or agent of another corporation,
                    partnership, joint venture, trust or other enterprise against
                    any liability asserted against him and incurred by him in any
                    such capacity, or arising out of his status as such, whether
                    or not the corporation would have the power to indemnify him
                    against such liability under this section.
  
                             "(h) For purposes of this section, references to "the
                    corporation" shall include, in addition to the resulting
                    corporation, any constituent corporation (including any
                    constituent of a constituent) absorbed in a consolidation or
                    merger which, if its separate existence had continued, would
                    have had power and authority to indemnify its directors,
                    officers, and employees or agents, so that any person who is
                    or was a director, officer, employee or agent of such
                    constituent corporation, or is or was serving at the request
                    of such constituent corporation as a director, officer,
                    employee or agent of another corporation, partnership, joint
                    venture, trust or other enterprise, shall stand in the same
                    position under this section with respect to the resulting or
                    surviving corporation as he would have with respect to such
                    constituent corporation if its separate existence had
                    continued.
  
                             "(i) For purposes of this section, references to
                    "other enterprises" shall include employee benefit plans;
                    reference to "fines" shall include any excise taxes assessed
                    on a person with respect to an employee benefit plan; and
                    references to "serving at the request of the corporation"
                    shall include any service as a director, officer, employee or
                    agent of the corporation which imposes duties on, or involves
                    services by, such director, officer, employee, or agent with
                    respect to an employee benefit plan, its participants or
                    beneficiaries; and a person who acted in good faith and in a
                    manner he reasonably believed to be in the interest of the
                    participants and beneficiaries of an employee benefit plan
                    shall be deemed to have acted in a manner "not opposed to the
  
                                       II-3
  6
  
                    best interests of the corporation" as referred to in
                    this section.
  
                             "(j) The indemnification and advancement of expenses
                    provided by, or granted pursuant to, this section shall,
                    unless otherwise provided when authorized or ratified,
                    continue as to a person who has ceased to be a director,
                    officer, employee or agent and shall inure to the benefit of
                    the heirs, executors and administrators of such a person.
  
                             "(k) The Court of Chancery is hereby vested with
                    exclusive jurisdiction to hear and determine all actions for
                    advancement of expenses or indemnification brought under this
                    section or under any bylaw, agreement, vote of stockholders or
                    disinterested directors, or otherwise. The Court of Chancery
                    may summarily determine a corporation's obligations to advance
                    expenses (including attorneys' fees)."
  
           Article VII of the Company's By-Laws provides that the Company shall
  indemnify any person made or threatened to be made a party to any action or
  proceeding, whether civil, criminal, administrative, or investigative by reason
  of the fact that he is or was a director, officer or employee of the Company or
  serves or served any other enterprise as a director, officer or employee at the
  request of the Company.
  
           The Company has a Directors' and Officers' Liability insurance policy
  insuring its directors and officers for certain claims up to $5,000,000.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
           Not applicable.
  
  ITEM 8.  EXHIBITS.
  
  4.1      Amended and Restated 1990 Stock Option Plan.
  
  4.2      Restricted Stock Grant Agreement dated February 15, 1996 between the
           Company and Itai Aaronson, together with a Schedule 4.2 setting forth
           information regarding certain substantially identical Restricted Stock
           Grant Agreements of even date therewith.
  
  5.1      Opinion of Counsel.
  
  23.1     Consent of Independent Auditors.
  
  23.2     Consent of Counsel (included in Exhibit 5.1).
  
  24.1     Power of Attorney (contained on the signature page).
  
  ITEM 9.  UNDERTAKINGS.
  
           1.       The undersigned registrant hereby undertakes that, for
  purposes of determining any liability under the Securities Act of 1933, each
  filing of the registrant's annual report pursuant to Section 13(a) or
  Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable,
  each filing of an employee benefit plan's annual report pursuant to
  Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by
  reference in the registration statement shall be deemed to be a new
  registration statement relating to the securities offered herein, and the
  offering of such securities at that time shall be deemed to be the initial
  bona fide offering thereof.
  
                                       II-4
  7
  
           2.       The undersigned registrant hereby undertakes:
  
                    (a) To file, during any period in which offers or sales are
  being made, a post-effective amendment to this registration statement:
  
                             (i)  To include any prospectus required by Section 
                    10(a)(3) of the Securities Act of 1933;
  
                             (ii) To reflect in the prospectus any facts or events
                    arising after the effective date of the registration statement
                    (or the most recent post-effective amendment thereof) which,
                    individually or in the aggregate, 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 and of the
                    estimated maximum offering range may be reflected in the form
                    of prospectus filed with the Commission pursuant to Rule
                    424(b) if, in the aggregate, the changes in volume and price
                    represent no more than 20 percent change in the maximum
                    aggregate offering price set forth in the "Calculation of
                    Registration Fee" table in the effective registration
                    statement.
  
                             (iii) To include any material information with
                    respect to the plan of distribution not previously disclosed
                    in the registration statement or any material change to such
                    information in the registration statement;
  
                             PROVIDED, HOWEVER, that paragraphs 2(a)(i) and 
  2(a)(ii) do not apply if the information required to be included in a
  post-effectiveamendment by those paragraphs is contained in periodic reports
  filed by the registrant pursuant to Section 13 or Section 15(d) of the
  Securities Exchange Act of 1934 that are incorporated by reference herein.
  
                    (b) That, for the purpose of determining any liability under
  the Securities Act of 1933, each such post-effective amendment shall be deemed
  to be a new registration statement relating to the securities offered herein,
  and the offering of such securities at that time shall be deemed to be the
  initial bona fide offering thereof.
  
                    (c) To remove from registration by means of a post-effective
  amendment any of the securities being registered which remain unsold at the
  termination of the offering.
  
           3.       Insofar as indemnification for liabilities arising under the
  Securities Act of 1933 may be permitted to directors, officers and controlling
  persons of the registrant pursuant to the foregoing provisions, or otherwise,
  the registrant has been advised that in the opinion of the Securities and
  Exchange Commission such indemnification is against public policy as expressed
  in the Act and is, therefore, unenforceable. In the event that a claim for
  indemnification against such liabilities (other than the payment by the
  registrant of expenses incurred or paid by a director, officer of controlling
  person of the registrant in the successful defense of any action, suit or
  proceeding) is asserted by such director, officer or controlling person in
  connection with the securities being registered, the registrant will, unless in
  the opinion of its counsel the matter has been settled by controlling precedent,
  submit to a court of appropriate jurisdiction the question whether such
  indemnification by it is against public policy as expressed in the Act and will
  be governed by the final adjudication of such issue.
  
                                       II-5
  8
  
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act of 1933, the Company
  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 Norwood, Commonwealth of Massachusetts, on the 11th
  day of February, 1996.
                                                                                  
                                          TELCO SYSTEMS, INC.
                                          
                                          
                                          By: /s/ John A. Ruggiero
                                              ------------------------------
                                              John A. Ruggiero
                                              Chief Executive Officer and
                                               Chief Financial Officer
  
                                       II-6
  9
  
                                POWER OF ATTORNEY
  
           KNOW ALL MEN BY THESE PRESENTS that each individual whose signature
  appears below constitutes and appoints John A. Ruggiero and William B. Smith,
  his true and lawful attorney-in-fact and agent with full power of substitution,
  for him and in his name, place and stead, in any and all capacities, to sign any
  and all amendments (including post-effective amendments) to this Registration
  Statement, and to file the same, with all exhibits thereto, and all documents in
  connection therewith, with the Securities and Exchange Commission, granting unto
  said attorney-in-fact and agent, full power and authority to do and perform each
  and every act and thing he may deem necessary or advisable to be done in
  connection with this Registration Statement, as fully to all intents and
  purposes as he might or could do in person, hereby ratifying and confirming all
  that said attorney-in-fact and agent or his substitute or substitutes, may
  lawfully do or cause to be done by virtue hereof.
  
           Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed by the following persons in the
  capacities and on the dates indicated.
  Signature                  Title                           Date
      ---------                  -----                           ----
  /s/ John A. Ruggiero
  ___________________________    Director and Chief              February 11, 1996
  John A. Ruggiero               Executive Officer
                                 (Principal Executive
                                 Officer)
  
  /s/ John A. Ruggiero
  ___________________________    Director and                    February 11, 1996
  John A. Ruggiero               Chief Financial Officer
                                 (Principal Financial Officer)
  
  /s/ Daniel A. DiPietro
  ___________________________    Vice President and Corporate    February 14, 1996
  Daniel A. DiPietro             Controller (Principal
                                 Accounting Officer)
  
  /s/ William B. Smith
  ___________________________    Director and President          February 11, 1996
  William B. Smith                            
                                              
  
  /s/ Dean C. Campbell                                            
  ___________________________    Director                        February 13, 1996
  Dean C. Campbell                            
                                              
  
  /s/ Steward S. Flaschen                                            
  ___________________________    Director                        February 10, 1996
  Steward S. Flaschen                         
                                              
                                              
  /s/ Sheldon Horing
  ___________________________    Director                        February 10, 1996
  Sheldon Horing
  II-7
  10
  
                                     EXHIBIT INDEX
  Exhibit
    No.                               Description                                             Page
  -------                             -----------                                             ----
  4.1      Amended and Restated 1990 Stock Option Plan.
  
  4.2      Restricted Stock Grant Agreement dated February 15, 1996 between the
           Company and Itai Aaronson, together with a Schedule 4.2 setting forth
           information regarding certain substantially identical Restricted Stock
           Grant Agreements of even date therewith.
  
  5.1      Opinion of Counsel.
  
  23.1     Consent of Independent Accountants.
  
  23.2     Consent of Counsel (included in Exhibit 5.1).
  
  24.1     Power of Attorney (contained on the signature page).
  II-8