content: <PAGE>   1
      As filed with the Securities and Exchange Commission on November 4, 1997
                                                             Registration No. 333-
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
  
                               Washington, D.C. 20549
  
                              ------------------------
  
  
                                      FORM S-8
  
              REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
  
                              ------------------------
  
                           DSC COMMUNICATIONS CORPORATION
               (Exact name of registrant as specified in its charter)
  
                    DELAWARE                              54-1025763
         (State or other jurisdiction of      (I.R.S. Employer Identification No.)
          incorporation or organization)
  
  
               1000 COIT ROAD                                75075
                PLANO, TEXAS                               (Zip Code)
  (Address of principal executive offices)
  
                           DSC COMMUNICATIONS CORPORATION
         1997 NON-EMPLOYEE DIRECTORS STOCK OPTION AND RESTRICTED STOCK PLAN
                              (Full title of the plan)
  
                                  GEORGE B. BRUNT
                           DSC COMMUNICATIONS CORPORATION
                                   1000 COIT ROAD
                                 PLANO, TEXAS 75075
                                   (972) 519-3000
                       (Name, address, and telephone number,
                     including area code, of agent for service)
  
                                  with a copy to:
  
                                  DANIEL W. RABUN
                                  BAKER & MCKENZIE
                            2001 ROSS AVENUE, SUITE 4500
                                DALLAS, TEXAS 75201
  
                              ------------------------
  
                          CALCULATION OF REGISTRATION FEE
  
  
  <TABLE>
  <CAPTION>
  ====================================================================================================================
                                                     PROPOSED MAXIMUM         PROPOSED MAXIMUM
  TITLE OF SECURITIES TO       AMOUNT TO BE         OFFERING PRICE PER       AGGREGATE OFFERING          AMOUNT OF
     BE REGISTERED (1)          REGISTERED               SHARE(2)                 PRICE (2)           REGISTRATION FEE
  --------------------------------------------------------------------------------------------------------------------
  <S>                             <C>                   <C>                <C>                        <C>         
  Common Stock,
  $.01 par value                  400,000
  per share                       Shares                $   24 3/8         $        9,750,000         $          2,955
  --------------------------------------------------------------------------------------------------------------------
  Preferred Stock                 400,000
  Purchase Rights(3)              Rights                   N/A                       N/A                    N/A
  ====================================================================================================================
  </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 DSC Communications Corporation 1997
           Non-Employee Directors Stock Option and Restricted Stock 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)      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 October 28, 1997, as reported on the Nasdaq Stock
           Market.
  
  (3)      In accordance with rule 457(g), no additional registration fee is
           required in respect of Preferred Stock Purchase Rights.
  
  ================================================================================
  
  <PAGE>   2
                                      PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE
  
           The documents listed in (a) through (f) below are hereby incorporated
  by reference into this Registration Statement.  All documents subsequently
  filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
  Securities Exchange Act of 1934, as amended (the "Exchange Act"), prior to the
  filing of a post-effective amendment to the Registration Statement which
  indicates that all shares of Common Stock offered hereunder have been sold or
  which deregisters all shares then remaining unsold, shall be deemed to be
  incorporated herein by reference and to be a part hereof from the date of
  filing of such documents.
  
           (a)     The Company's Annual Report on Form 10-K for the fiscal year
                   ended December 31, 1996;
  
           (b)     The Company's Quarterly Report on Form 10-Q for the fiscal
                   quarter ended March 31, 1997;
  
           (c)     The Company's Quarterly Report on Form 10-Q for the fiscal
                   quarter ended June 30, 1997;
  
           (d)     The Company's Current Report on Form 8-K filed August 26,
                   1997;
  
           (e)     The Company's Current Report on Form 8-K filed November 3,
                   1997; and
  
           (f)     The description of the Company's Common Stock as contained in
                   the Company's Registration Statement on Form 8-A dated October
                   27, 1981, including all amendments and reports filed for the
                   purpose of updating such descriptions; and the description of
                   the Company's Preferred Stock Purchase Rights as contained in
                   the Company's Registration Statement on Form 8-A dated May 13,
                   1996, including all amendments and reports filed for the
                   purpose of updating such descriptions.
  
  ITEM 4.  DESCRIPTION OF SECURITIES
  
           Not Applicable.
  
  ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL
  
           None.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
           The Company's bylaws require that directors and officers be
  indemnified to the maximum extent permitted by law.  The Company's Restated
  Certificate of Incorporation includes a provision eliminating, to the fullest
  extent permitted by Delaware law, director liability for monetary damages for
  breaches of fiduciary duty.
  
           Section 145 of the General Corporation Law of the State of Delaware
  provides that a director or officer of a corporation (i) shall be indemnified
  by the corporation for all expenses of litigation or other legal proceedings
  brought against such person by reason of the fact that such person is or was a
  director or an officer of the corporation when he is successful on the merits,
  (ii) may be indemnified by the corporation for the expenses, judgments, fines,
  and amounts paid in settlement of such litigation (other than a derivative
  suit) even if he is not successful on the merits if he acted in good faith and
  in a manner he reasonably believed to be in or not opposed to the best
  interests of the corporation (and, in the case of a criminal proceeding, had no
  reason to believe his conduct was unlawful), and (iii) may be indemnified by
  the corporation for expenses of a derivative suit (a suit by a stockholder
  alleging a breach by a director or officer of a duty owed to the corporation),
  even if he is not successful on the merits, if he acted in good faith and in a
  manner he reasonably believed to be in or not opposed to the best interests of
  the corporation, provided that no such indemnification may be made in
  accordance with this clause (iii) if the director or officer is adjudged liable
  to the corporation, unless a court determines that, despite such adjudication
  but in view of all circumstances, he is fairly and reasonably entitled to
  indemnification of such expenses.  The indemnification described in clauses
  (ii)
  
  
  
  
  
                                        -1-
  <PAGE>   3
  and (iii) above shall be made only upon order by a court or a determination by
  (a) a majority of directors who are not parties to such action, (b) a majority
  vote of a committee consisting of such disinterested directors, (c) independent
  legal counsel in a written opinion if no such disinterested directors exist, or
  if such disinterested directors so direct, or (d) the stockholders, that
  indemnification is proper because the applicable standard of conduct is met.
  Expenses incurred by a director or officer in defending an action may be
  advanced by the corporation prior to the final disposition of such action upon
  receipt of an undertaking by such director or officer to repay such expenses if
  it is ultimately determined that he is not entitled to be indemnified in
  connection with the proceeding to which the expenses relate.
  
           The Company has purchased and currently has in force directors' and
  officers' liability insurance policies which cover certain liabilities of
  directors and officers arising out of claims based on certain acts or omissions
  by them in their capacity as directors or officers.  The Company has entered
  into indemnification agreements with certain of its directors and executive
  officers.  Each of these agreements, among other things, contractually obligates
  the Company to, under certain circumstances, indemnify the officer or director
  against certain expenses and liabilities arising out of legal proceedings which
  may be brought against such officer or director by reason of his status or
  service as a director or officer.  In addition, in a related trust agreement
  (the "Trust Agreement"), the Company has provided $1 million to be held in trust
  by a third-party trustee to be used to satisfy the Company's obligations
  pursuant to the indemnification agreements which have been executed and any
  similar agreements which may be executed in the future.  The Trust Agreement
  further provides that the Company's Board of Directors may, in its discretion,
  provide up to an additional $1 million to the trustee.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
           None.
  
  ITEM 8.  EXHIBITS.
  
           The following are filed as exhibits to this Registration Statement:
  
  Exhibit No.               Description
  -----------               -----------
  
  4.1      Rights Agreement, dated April 25, 1996 between the Company and Harris
           Trust and Savings Bank 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)
  
  4.2      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,
           Commission File No. 0-10018, dated March 31, 1997)
  
  4.3      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. 10018)
  
  4.4      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. 10018)
  
  4.5      Form of Notes (included in Exhibit 4.3)
  
  4.6      Company's 1997 Non-Employee Directors Stock Option and Restricted
           Stock Plan*
  
   5       Opinion of Baker & McKenzie*
  
  23.1     Consent of Baker & McKenzie (See Exhibit 5)*
  
  23.2     Consent of Ernst & Young LLP*
  
  24       Power of Attorney (included on the signature page of the Registration
           Statement)*
  
  ----------------
  * filed herewith
  
  
  
  
                                        -2-
  <PAGE>   4
  
  ITEM 9.  UNDERTAKINGS.
  
           (a)     The undersigned Registrant hereby undertakes:
  
           (1)     To file, during any period in which offers or sales are being
  made, a post-effective amendment to this Registration Statement:
  
                   (i)      To include any prospectus required by Section
           10(a)(3) of the Securities Act;
  
                   (ii)     To reflect in the prospectus any facts or events
           arising after the effective date of the Registration Statement (or the
           most recent post-effective amendment thereof) which, individually or
           in the aggregate, represent a fundamental change in the information
           set forth in the Registration Statement.  Notwithstanding the
           foregoing, any increase or decrease in volume of securities offered
           (if the total dollar value of securities offered would not exceed that
           which was registered) and any deviation from the low or high end of
           the estimated maximum offering range may be reflected in the form of
           prospectus filed with the Commission pursuant to Rule 424(b) if, in
           the aggregate, the changes in volume and price represent no more than
           a 20% change in the maximum aggregate offering price set forth in the
           "Calculation of Registration Fee" table in the effective Registration
           Statement;
  
                   (iii)    To include any material information with respect to
           the Plan of Distribution not previously disclosed in the Registration
           Statement or any material change to such information in the
           Registration Statement;
  
  provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
  Registration Statement is on Form S-3, or Form S-8, and the information
  required to be included in a post-effective amendment by those paragraphs is
  contained in periodic reports filed with or furnished to the Commission by the
  Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are
  incorporated by reference in the Registration Statement.
  
           (2)     That, for the purpose of determining any liability under the
  Securities Act, each such post-effective amendment shall be deemed to be a new
  registration statement relating to the securities offered therein, and the
  offering of such securities at that time shall be deemed to be the initial bona
  fide offering thereof.
  
           (3)     To remove from registration by means of a post-effective
  amendment any of the securities being registered which remain unsold at the
  termination of the offering.
  
           (b)     The undersigned registrant hereby undertakes that, for
  purposes of determining any liability under the Securities Act, each filing of
  the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
  the Exchange Act (and, where applicable, each filing of an employee benefit
  plan's annual report pursuant to Section 15(d) of the Exchange Act) that is
  incorporated by reference in the Registration Statement shall be deemed to be a
  new registration statement relating to the securities offered therein, and the
  offering of such securities at that time shall be deemed to be the initial bona
  fide offering thereof.
  
           (c)     Insofar as indemnification for liabilities arising under the
  Securities Act may be permitted to directors, officers and controlling persons
  of the Registrant pursuant to the foregoing provisions, or otherwise, the
  Registrant has been advised that in the opinion of the Commission such
  indemnification is against public policy as expressed in the Securities Act and
  is, therefore, unenforceable.  In the event that a claim for indemnification
  against such liabilities (other than the payment by the Registrant of expenses
  incurred or paid by a director, officer or controlling person of the Registrant
  in the successful defense of any action, suit or
  
  
  
  
  
                                        -3-
  <PAGE>   5
  
  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>   6
  
                                     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 City of Plano, State of Texas, on November 3, 1997.
  
  
                                          DSC COMMUNICATIONS CORPORATION
  
  
  
  
                                          By:  /s/ James L. Donald
                                             -------------------------------------
                                               James L. Donald
                                               Chairman of the Board, President 
                                               and Chief Executive Officer
  
  
  
                                 POWER OF ATTORNEY
  
           Each person whose signature appears below hereby authorizes James L.
  Donald or Gerald F. Montry to file one or more amendments (including
  post-effective amendments) to this Registration Statement, which amendments may
  make such changes in this Registration Statement as each of them deems
  appropriate, and each such person hereby appoints James L.  Donald or Gerald F.
  Montry as attorney-in-fact to execute in the name and on behalf of the Company
  and any such person, individually and in each capacity stated below, any such
  amendments to this Registration Statement.
  
           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 date indicated.
  
  
  
  <TABLE>
  <CAPTION>
  Name                                      Title                                          Date
  ----                                      -----                                          ----
  <S>                                       <C>                                        <C>
    /s/ James L. Donald                     Chairman of the Board, President,          November 3, 1997
  ---------------------------------         Chief Executive Officer, and                               
  James L. Donald                           Director (Principal Executive
                                            Officer)                     
                                                                         
  
  
    /s/ Gerald F. Montry                    Senior Vice President, Chief               November 3, 1997
  ---------------------------------         Financial Officer and Director                             
  Gerald F. Montry                          (Principal Financial Officer) 
                                                                          
  
  
    /s/ Kenneth R. Vines                    Vice President, Finance (Principal         November 3, 1997
  ---------------------------------         Accounting Officer)                                        
  Kenneth R. Vines                                             
  </TABLE>
  
  
  
  
  
                                        -5-
  <PAGE>   7
  <TABLE>
  <CAPTION>
  Name                                      Title                                          Date
  ----                                      -----                                          ----
  <S>                                       <C>                                        <C>
    /s/ Raymond J. Dempsey                  Director                                   November 3, 1997
  ---------------------------------                                                                    
  Raymond J. Dempsey
  
  
    /s/ Sir John Fairclough                 Director                                   November 3, 1997
  ---------------------------------                                                                    
  Sir John Fairclough
  
    /s/ James L. Fischer                    Director                                   November 3, 1997
  ---------------------------------                                                                    
  James L. Fischer
  
  
    /s/ Robert S. Folsom                    Director                                   November 3, 1997
  ---------------------------------                                                                    
  Robert S. Folsom
  
  
    /s/ William O. Hunt                     Director                                   November 3, 1997
  ---------------------------------                                                                    
  William O. Hunt
  
    /s/ Morton L. Topfer                    Director                                   November 3, 1997
  ---------------------------------                                                                    
  Morton L. Topfer
  </TABLE>
  
  
  
  
  
                                        -6-
  <PAGE>   8
                                   EXHIBIT INDEX
  
  
  
  <TABLE>
  <CAPTION>
   Exhibit No.     Description                                                                       Page
   -----------     -----------                                                                       ----
      <S>          <C>
       4.1         Rights Agreement, dated April 25, 1996 between the Company and Harris 
                   Trust and Savings Bank 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)
  
       4.2         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, Commission File
                   No. 0-10018, dated March 31, 1997)
  
       4.3         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. 10018)
  
       4.4         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. 10018)
  
       4.5         Form of Notes (included in Exhibit 4.3)
  
       4.6         Company's 1997 Non-Employee Directors Stock Option and Restricted Stock Plan*
  
       5           Opinion of Baker & McKenzie*
  
      23.1         Consent of Baker & McKenzie (See Exhibit 5)*
  
      23.2         Consent of Ernst & Young LLP*
  
      24           Power of Attorney (included on the signature page of the Registration
                   Statement)*
  </TABLE>
  
  ----------------
  * filed herewith
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 23445}]
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": "333-39469", "film-number": "97707641"}, "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 November 4, 1997
                                                             Registration No. 333-
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
  
                               Washington, D.C. 20549
  
                              ------------------------
  
                                      FORM S-8
  
              REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
  
                              ------------------------
  
                           DSC COMMUNICATIONS CORPORATION
               (Exact name of registrant as specified in its charter)
  
                    DELAWARE                              54-1025763
         (State or other jurisdiction of      (I.R.S. Employer Identification No.)
          incorporation or organization)
  
               1000 COIT ROAD                                75075
                PLANO, TEXAS                               (Zip Code)
  (Address of principal executive offices)
  
                           DSC COMMUNICATIONS CORPORATION
         1997 NON-EMPLOYEE DIRECTORS STOCK OPTION AND RESTRICTED STOCK PLAN
                              (Full title of the plan)
  
                                  GEORGE B. BRUNT
                           DSC COMMUNICATIONS CORPORATION
                                   1000 COIT ROAD
                                 PLANO, TEXAS 75075
                                   (972) 519-3000
                       (Name, address, and telephone number,
                     including area code, of agent for service)
  
                                  with a copy to:
  
                                  DANIEL W. RABUN
                                  BAKER & MCKENZIE
                            2001 ROSS AVENUE, SUITE 4500
                                DALLAS, TEXAS 75201
  
                              ------------------------
  
                          CALCULATION OF REGISTRATION FEE
  ====================================================================================================================
                                                     PROPOSED MAXIMUM         PROPOSED MAXIMUM
  TITLE OF SECURITIES TO       AMOUNT TO BE         OFFERING PRICE PER       AGGREGATE OFFERING          AMOUNT OF
     BE REGISTERED (1)          REGISTERED               SHARE(2)                 PRICE (2)           REGISTRATION FEE
  --------------------------------------------------------------------------------------------------------------------
  Common Stock,
  $.01 par value                  400,000
  per share                       Shares                $   24 3/8         $        9,750,000         $          2,955
  --------------------------------------------------------------------------------------------------------------------
  Preferred Stock                 400,000
  Purchase Rights(3)              Rights                   N/A                       N/A                    N/A
  ====================================================================================================================
  (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 DSC Communications Corporation 1997
           Non-Employee Directors Stock Option and Restricted Stock 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)      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 October 28, 1997, as reported on the Nasdaq Stock
           Market.
  
  (3)      In accordance with rule 457(g), no additional registration fee is
           required in respect of Preferred Stock Purchase Rights.
  
  ================================================================================
  2
                                      PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE
  
           The documents listed in (a) through (f) below are hereby incorporated
  by reference into this Registration Statement.  All documents subsequently
  filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
  Securities Exchange Act of 1934, as amended (the "Exchange Act"), prior to the
  filing of a post-effective amendment to the Registration Statement which
  indicates that all shares of Common Stock offered hereunder have been sold or
  which deregisters all shares then remaining unsold, shall be deemed to be
  incorporated herein by reference and to be a part hereof from the date of
  filing of such documents.
  
           (a)     The Company's Annual Report on Form 10-K for the fiscal year
                   ended December 31, 1996;
  
           (b)     The Company's Quarterly Report on Form 10-Q for the fiscal
                   quarter ended March 31, 1997;
  
           (c)     The Company's Quarterly Report on Form 10-Q for the fiscal
                   quarter ended June 30, 1997;
  
           (d)     The Company's Current Report on Form 8-K filed August 26,
                   1997;
  
           (e)     The Company's Current Report on Form 8-K filed November 3,
                   1997; and
  
           (f)     The description of the Company's Common Stock as contained in
                   the Company's Registration Statement on Form 8-A dated October
                   27, 1981, including all amendments and reports filed for the
                   purpose of updating such descriptions; and the description of
                   the Company's Preferred Stock Purchase Rights as contained in
                   the Company's Registration Statement on Form 8-A dated May 13,
                   1996, including all amendments and reports filed for the
                   purpose of updating such descriptions.
  
  ITEM 4.  DESCRIPTION OF SECURITIES
  
           Not Applicable.
  
  ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL
  
           None.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
           The Company's bylaws require that directors and officers be
  indemnified to the maximum extent permitted by law.  The Company's Restated
  Certificate of Incorporation includes a provision eliminating, to the fullest
  extent permitted by Delaware law, director liability for monetary damages for
  breaches of fiduciary duty.
  
           Section 145 of the General Corporation Law of the State of Delaware
  provides that a director or officer of a corporation (i) shall be indemnified
  by the corporation for all expenses of litigation or other legal proceedings
  brought against such person by reason of the fact that such person is or was a
  director or an officer of the corporation when he is successful on the merits,
  (ii) may be indemnified by the corporation for the expenses, judgments, fines,
  and amounts paid in settlement of such litigation (other than a derivative
  suit) even if he is not successful on the merits if he acted in good faith and
  in a manner he reasonably believed to be in or not opposed to the best
  interests of the corporation (and, in the case of a criminal proceeding, had no
  reason to believe his conduct was unlawful), and (iii) may be indemnified by
  the corporation for expenses of a derivative suit (a suit by a stockholder
  alleging a breach by a director or officer of a duty owed to the corporation),
  even if he is not successful on the merits, if he acted in good faith and in a
  manner he reasonably believed to be in or not opposed to the best interests of
  the corporation, provided that no such indemnification may be made in
  accordance with this clause (iii) if the director or officer is adjudged liable
  to the corporation, unless a court determines that, despite such adjudication
  but in view of all circumstances, he is fairly and reasonably entitled to
  indemnification of such expenses.  The indemnification described in clauses
  (ii)
  
                                        -1-
  3
  and (iii) above shall be made only upon order by a court or a determination by
  (a) a majority of directors who are not parties to such action, (b) a majority
  vote of a committee consisting of such disinterested directors, (c) independent
  legal counsel in a written opinion if no such disinterested directors exist, or
  if such disinterested directors so direct, or (d) the stockholders, that
  indemnification is proper because the applicable standard of conduct is met.
  Expenses incurred by a director or officer in defending an action may be
  advanced by the corporation prior to the final disposition of such action upon
  receipt of an undertaking by such director or officer to repay such expenses if
  it is ultimately determined that he is not entitled to be indemnified in
  connection with the proceeding to which the expenses relate.
  
           The Company has purchased and currently has in force directors' and
  officers' liability insurance policies which cover certain liabilities of
  directors and officers arising out of claims based on certain acts or omissions
  by them in their capacity as directors or officers.  The Company has entered
  into indemnification agreements with certain of its directors and executive
  officers.  Each of these agreements, among other things, contractually obligates
  the Company to, under certain circumstances, indemnify the officer or director
  against certain expenses and liabilities arising out of legal proceedings which
  may be brought against such officer or director by reason of his status or
  service as a director or officer.  In addition, in a related trust agreement
  (the "Trust Agreement"), the Company has provided $1 million to be held in trust
  by a third-party trustee to be used to satisfy the Company's obligations
  pursuant to the indemnification agreements which have been executed and any
  similar agreements which may be executed in the future.  The Trust Agreement
  further provides that the Company's Board of Directors may, in its discretion,
  provide up to an additional $1 million to the trustee.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
           None.
  
  ITEM 8.  EXHIBITS.
  
           The following are filed as exhibits to this Registration Statement:
  
  Exhibit No.               Description
  -----------               -----------
  
  4.1      Rights Agreement, dated April 25, 1996 between the Company and Harris
           Trust and Savings Bank 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)
  
  4.2      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,
           Commission File No. 0-10018, dated March 31, 1997)
  
  4.3      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. 10018)
  
  4.4      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. 10018)
  
  4.5      Form of Notes (included in Exhibit 4.3)
  
  4.6      Company's 1997 Non-Employee Directors Stock Option and Restricted
           Stock Plan*
  
   5       Opinion of Baker & McKenzie*
  
  23.1     Consent of Baker & McKenzie (See Exhibit 5)*
  
  23.2     Consent of Ernst & Young LLP*
  
  24       Power of Attorney (included on the signature page of the Registration
           Statement)*
  
  ----------------
  * filed herewith
  
                                        -2-
  4
  
  ITEM 9.  UNDERTAKINGS.
  
           (a)     The undersigned Registrant hereby undertakes:
  
           (1)     To file, during any period in which offers or sales are being
  made, a post-effective amendment to this Registration Statement:
  
                   (i)      To include any prospectus required by Section
           10(a)(3) of the Securities Act;
  
                   (ii)     To reflect in the prospectus any facts or events
           arising after the effective date of the Registration Statement (or the
           most recent post-effective amendment thereof) which, individually or
           in the aggregate, represent a fundamental change in the information
           set forth in the Registration Statement.  Notwithstanding the
           foregoing, any increase or decrease in volume of securities offered
           (if the total dollar value of securities offered would not exceed that
           which was registered) and any deviation from the low or high end of
           the estimated maximum offering range may be reflected in the form of
           prospectus filed with the Commission pursuant to Rule 424(b) if, in
           the aggregate, the changes in volume and price represent no more than
           a 20% change in the maximum aggregate offering price set forth in the
           "Calculation of Registration Fee" table in the effective Registration
           Statement;
  
                   (iii)    To include any material information with respect to
           the Plan of Distribution not previously disclosed in the Registration
           Statement or any material change to such information in the
           Registration Statement;
  
  provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
  Registration Statement is on Form S-3, or Form S-8, and the information
  required to be included in a post-effective amendment by those paragraphs is
  contained in periodic reports filed with or furnished to the Commission by the
  Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are
  incorporated by reference in the Registration Statement.
  
           (2)     That, for the purpose of determining any liability under the
  Securities Act, each such post-effective amendment shall be deemed to be a new
  registration statement relating to the securities offered therein, and the
  offering of such securities at that time shall be deemed to be the initial bona
  fide offering thereof.
  
           (3)     To remove from registration by means of a post-effective
  amendment any of the securities being registered which remain unsold at the
  termination of the offering.
  
           (b)     The undersigned registrant hereby undertakes that, for
  purposes of determining any liability under the Securities Act, each filing of
  the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
  the Exchange Act (and, where applicable, each filing of an employee benefit
  plan's annual report pursuant to Section 15(d) of the Exchange Act) that is
  incorporated by reference in the Registration Statement shall be deemed to be a
  new registration statement relating to the securities offered therein, and the
  offering of such securities at that time shall be deemed to be the initial bona
  fide offering thereof.
  
           (c)     Insofar as indemnification for liabilities arising under the
  Securities Act may be permitted to directors, officers and controlling persons
  of the Registrant pursuant to the foregoing provisions, or otherwise, the
  Registrant has been advised that in the opinion of the Commission such
  indemnification is against public policy as expressed in the Securities Act and
  is, therefore, unenforceable.  In the event that a claim for indemnification
  against such liabilities (other than the payment by the Registrant of expenses
  incurred or paid by a director, officer or controlling person of the Registrant
  in the successful defense of any action, suit or
  
                                        -3-
  5
  
  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-
  6
  
                                     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 City of Plano, State of Texas, on November 3, 1997.
  
                                          DSC COMMUNICATIONS CORPORATION
  
                                          By:  /s/ James L. Donald
                                             -------------------------------------
                                               James L. Donald
                                               Chairman of the Board, President 
                                               and Chief Executive Officer
  
                                 POWER OF ATTORNEY
  
           Each person whose signature appears below hereby authorizes James L.
  Donald or Gerald F. Montry to file one or more amendments (including
  post-effective amendments) to this Registration Statement, which amendments may
  make such changes in this Registration Statement as each of them deems
  appropriate, and each such person hereby appoints James L.  Donald or Gerald F.
  Montry as attorney-in-fact to execute in the name and on behalf of the Company
  and any such person, individually and in each capacity stated below, any such
  amendments to this Registration Statement.
  
           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 date indicated.
  Name                                      Title                                          Date
  ----                                      -----                                          ----
  /s/ James L. Donald                     Chairman of the Board, President,          November 3, 1997
  ---------------------------------         Chief Executive Officer, and                               
  James L. Donald                           Director (Principal Executive
                                            Officer)                     
                                                                         
  
    /s/ Gerald F. Montry                    Senior Vice President, Chief               November 3, 1997
  ---------------------------------         Financial Officer and Director                             
  Gerald F. Montry                          (Principal Financial Officer) 
                                                                          
  
    /s/ Kenneth R. Vines                    Vice President, Finance (Principal         November 3, 1997
  ---------------------------------         Accounting Officer)                                        
  Kenneth R. Vines
  -5-
  7
  Name                                      Title                                          Date
  ----                                      -----                                          ----
  /s/ Raymond J. Dempsey                  Director                                   November 3, 1997
  ---------------------------------                                                                    
  Raymond J. Dempsey
  
    /s/ Sir John Fairclough                 Director                                   November 3, 1997
  ---------------------------------                                                                    
  Sir John Fairclough
  
    /s/ James L. Fischer                    Director                                   November 3, 1997
  ---------------------------------                                                                    
  James L. Fischer
  
    /s/ Robert S. Folsom                    Director                                   November 3, 1997
  ---------------------------------                                                                    
  Robert S. Folsom
  
    /s/ William O. Hunt                     Director                                   November 3, 1997
  ---------------------------------                                                                    
  William O. Hunt
  
    /s/ Morton L. Topfer                    Director                                   November 3, 1997
  ---------------------------------                                                                    
  Morton L. Topfer
  -6-
  8
                                   EXHIBIT INDEX
  Exhibit No.     Description                                                                       Page
   -----------     -----------                                                                       ----
  4.1         Rights Agreement, dated April 25, 1996 between the Company and Harris 
                   Trust and Savings Bank 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)
  
       4.2         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, Commission File
                   No. 0-10018, dated March 31, 1997)
  
       4.3         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. 10018)
  
       4.4         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. 10018)
  
       4.5         Form of Notes (included in Exhibit 4.3)
  
       4.6         Company's 1997 Non-Employee Directors Stock Option and Restricted Stock Plan*
  
       5           Opinion of Baker & McKenzie*
  
      23.1         Consent of Baker & McKenzie (See Exhibit 5)*
  
      23.2         Consent of Ernst & Young LLP*
  
      24           Power of Attorney (included on the signature page of the Registration
                   Statement)*
  ----------------
  * filed herewith