content: <PAGE>   1
  
  
                As filed with the Securities and Exchange Commission
                                  on August 23, 1996
  
                                                       Registration No. 333-_____
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D. C. 20549
  
                                      FORM S-8
  
                            REGISTRATION STATEMENT UNDER
                             THE SECURITIES ACT OF 1933
  
                               ECC INTERNATIONAL CORP.
                 (Exact name of issuer as specified in its charter)
  
             DELAWARE                                           23-1714658
  (State or other jurisdiction of                           (I.R.S. Employer
  incorporation or organization)                            Identification Number)
  
  
  175 STRAFFORD AVENUE, SUITE 116, WAYNE, PENNSYLVANIA            19087
   (Address of Principal Executive Offices)                     (Zip Code)
  
  
                          1996 EMPLOYEE STOCK PURCHASE PLAN
                              (Full title of the plan)
  
                                  GEORGE W. MURPHY
                        PRESIDENT AND CHIEF EXECUTIVE OFFICER
                           175 STRAFFORD AVENUE, SUITE 116
                              WAYNE, PENNSYLVANIA 19087
                       (Name and address of agent for service)
  
                                   (610) 687-2600
            (Telephone number, including area code, of agent for service)
  
  ================================================================================
  
                  CALCULATION OF REGISTRATION FEE
  
                              Proposed      Proposed
  Title of                    maximum       maximum
  securities     Amount       offering      aggregate       Amount of
  to be          to be        price         offering        registration
  registered     registered   per share     price           fee
  - ----------     ----------   ---------     ---------       ------------
  
  Common Stock,    360,000    $7.3125(1)   $2,632,500(1)    $907.76
  $.10 par         shares
  value
  
  - --------------------------------------------------------------------------------
  (1)      Estimated solely for the purpose of calculating the registration fee,
           and based upon the average of the high and low prices of the Common
           Stock on the New York Stock Exchange on August 21, 1996 in accordance
           with Rules 457(c) and 457(h) of the Securities Act of 1933.
  
  ================================================================================
  
  
  <PAGE>   2
  
  
  
  PART I.   INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
            The information required by Part I is included in documents sent or 
  given to participants in the 1996 Employee Stock Purchase Plan of ECC
  International Corp. (the "Registrant") pursuant to Rule 428(b)(1) of the
  Securities Act of 1933, as amended (the "Securities Act").
  
  
  PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
       Item 3.   Incorporation of Documents by Reference
                 ---------------------------------------
  
            The Registrant is subject to the informational and reporting 
  requirements of the Securities Exchange Act of 1934, as amended (the "Exchange
  Act"), and in accordance therewith, files reports, proxy statements and other
  information with the Securities and Exchange Commission (the "Commission"). The
  following documents, which are filed with the Commission, are incorporated in
  this Registration Statement by reference:
  
            (1) The Registrant's latest annual report filed pursuant to Sections
       13(a) or 15(d) of the Exchange Act or the latest prospectus filed pursuant
       to Rule 424(b) under the Securities Act that contains audited financial
       statements for the Registrant's latest fiscal year for which such
       statements have been filed.
  
            (2) All other reports filed pursuant to Sections 13(a) or 15(d) of the
       Exchange Act since the end of the fiscal year covered by the annual report
       or the prospectus referred to in (1) above.
  
            (3) The description of the common stock of the Registrant, $.10 par
       value per share (the "Common Stock"), contained in a Registration Statement
       filed under the Exchange Act, including any amendment or report filed for
       the purpose of updating such description.
  
       All documents subsequently filed by the Registrant pursuant to Sections
  13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
  post-effective amendment which indicates that all shares of Common Stock offered
  hereby have been sold or which deregisters all shares of Common Stock then
  remaining unsold, shall be deemed to be incorporated by reference herein and to
  be part hereof from the date of the filing of such documents.
  
  
                                        II-1
  
  <PAGE>   3
  
  
  
       Item 4.  Description of Securities
                -------------------------
  
                Not applicable.
  
  
       Item 5.  Interests of Named Experts and Counsel
                --------------------------------------
  
            Hale and Dorr, Boston, Massachusetts, will pass upon the validity of 
  the shares offered hereby for the Registrant. A partner of Hale and Dorr is a
  director of the Registrant and beneficially owns approximately 57,000 shares of
  the Registrant's Common Stock.
  
       Item 6.  Indemnification of Directors and Officers
                -----------------------------------------
  
            Section 145 of the Delaware General Corporation Law provides that a
  corporation has the power to indemnify a director, officer, employee or agent of
  the corporation and certain other persons serving at the request of the
  corporation in related capacities against amounts paid and other expenses
  actually and reasonably incurred in connection with an action or proceeding to
  which he is or is threatened to be made a party by reason of such position, if
  such person shall have 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 any criminal proceeding, if such person had no reasonable cause to believe
  his conduct was unlawful; provided that, in the case of actions brought by or in
  the right of the corporation, no indemnification shall be been made with respect
  to any matter as to which such person shall have adjudged to be liable to the
  corporation unless and only to the extent that the adjudicating court determines
  that such indemnification is proper under the circumstances.
  
            Article Tenth of the Registrant's Certificate of Incorporation, as 
  amended, provides that no Person shall be liable for monetary damages for any
  breach of his or her fiduciary duty to the Registrant, except to the extent that
  the Delaware General Corporation Law prohibits the elimination or limitation of
  liability of directors for breach of fiduciary duty (i) for any breach of a
  director's duty of loyalty to the Registrant or its stockholders, (ii) for acts
  or omissions not in good faith or which involve intentional misconduct or a
  knowing violation of law, (iii) under Section 174 of the Delaware General
  Corporation Law or (iv) for any transaction from which the director derived an
  improper personal benefit. The provisions of Article Tenth shall inure to the
  benefit of any person who serves as a director of the Registrant after the
  effective date of the Article and to the heirs, executors and administrators of
  such person.
  
            Section 13 of Article III of the Registrant's By-laws, as amended, 
  provides that a director, officer or trustee of the Registrant shall be
  indemnified by the Registrant, to the fullest
  
                                        II-2
  <PAGE>   4
  
  
  extent permitted by Section 145 of the Delaware General Corporation Law, against
  any expenses, liabilities or other matters referred to or covered by Section
  145. To assure indemnification of all such persons who are determined by the
  Registrant to be or to have been "fiduciaries" of any employee benefit plan of
  the Registrant, certain specific provisions of Section 145 have been interpreted
  for purposes of Section 13 of Article III.
  
            Section 13 of Article III of the Registrant's By-laws, as amended, 
  further provides that the indemnification provided therein (i) is not exclusive,
  and provides that in the event that Section 145 of the Delaware General
  Corporation Law is amended to expand the indemnification permitted to directors
  or officers the Registrant must indemnify those persons to the fullest extent
  permitted by such law as so amended, (ii) shall continue as to a person who has
  ceased to be a director, officer or trustee and (iii) shall inure to the benefit
  of the heirs, executors and administrators of such a person. The Registrant's
  obligation to provide indemnification under Section 13 of Article III shall be
  offset to the extent of any other source of indemnification or any otherwise
  applicable insurance coverage under a policy maintained by the Registrant or any
  other person.
  
            The Registrant has entered into an Agreement to Defend and Indemnify 
  with each of its directors and officers, providing that the Registrant shall
  indemnify each director and officer against expenses, judgments, fines and other
  losses arising by reason of the fact that such director or officer was in
  service to the Registrant; provided, that no indemnification shall be provided
  by the Registrant with respect to any claim, issue or matter as to which such
  director or officer shall not have acted in good faith and in a manner he
  reasonably believed to be in the best interests of the Registrant and as to
  which such director or officer had reasonable cause to believe his conduct was
  unlawful.
  
            The Registrant has directors and officers liability insurance for the
  benefit of its directors and officers.
  
  
       Item 7.  Exemption from Registration Claimed
                -----------------------------------
  
                Not applicable.
  
  
       Item 8.  Exhibits
                --------
  
            The Exhibit Index immediately preceding the exhibits is incorporated 
  herein by reference.
  
                                        II-3
  
  <PAGE>   5
  
       
       Item 9.  Undertakings
                ------------
  
            1. 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 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 (i) and (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 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.
  
                                        II-4
  <PAGE>   6
  
  
  
  
            2. 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 in the initial
  bona fide offering thereof.
  
            3. Insofar as indemnification for liabilities arising under the 
  Securities Act may be permitted to directors, officers and controlling persons
  of the Registrant pursuant to the foregoing provisions, or otherwise, the
  Registrant has been advised that in the opinion of the Commission such
  indemnification is against public policy as expressed in the Securities Act and
  is, therefore, unenforceable. In the event that a claim for indemnification
  against such liabilities (other than the payment by the Registrant of expenses
  incurred or paid by a director, officer or controlling person of the Registrant
  in the successful defense of any action, suit or proceeding) is asserted by such
  director, officer or controlling person in connection with the securities being
  registered, the Registrant will, unless in the opinion of its counsel the matter
  has been settled by controlling precedent, submit to a court of appropriate
  jurisdiction the question whether such indemnification by it is against public
  policy as expressed in the Securities Act and will be governed by the final
  adjudication of such issue.
  
                                        II-5
  
  <PAGE>   7
  
  
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act of 1933, the
  Registrant certifies that it has reasonable grounds to believe that it meets all
  of the requirements for filing on Form S-8 and has duly caused this Registration
  Statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in the Town of Wayne, Commonwealth of Pennsylvania, on July 31, 
  1996.
  
  
                                              ECC INTERNATIONAL CORP.
  
  
  
                                              By:/s/ George W. Murphy
                                              -------------------------
                                              George W. Murphy
                                              President and Chief
                                              Executive Officer
  
  
  
  
                                  POWER OF ATTORNEY
  
           We, the undersigned officers and directors of ECC International Corp.
  hereby severally constitute Relland Winand, Martin S. Kaplan and Philip P.
  Rossetti, and each of them singly, our true and lawful attorneys with full power
  to them, and each of them singly, to sign for us and in our names in the
  capacities indicated below, the Registration Statement on Form S-8 filed
  herewith and any and all subsequent amendments to said Registration Statement,
  and generally to do all such things in our names and behalf in our capacities as
  officers and directors to enable ECC International Corp. to comply with all
  requirements of the Securities and Exchange Commission, hereby ratifying and
  confirming our signatures as they may be signed by said attorneys, or any of
  them, to said Registration Statement and any and all amendments thereto.
  
  
                                        II-6
  <PAGE>   8
  
  
  
  
           Pursuant to the requirements of the Securities Act, this Registration
  Statement has been signed below by the following persons in the capacities and
  on the date indicated.
  
        Signature                  Title                          Date
        ---------                  -----                          ----
  
  /s/ George W. Murphy        President, Chief      )
  - -----------------------     Executive Officer and )                      
  George W. Murphy            Director (Principal   )   
                              Executive Officer)    )   
                                                    )
                                                    )
                                                    )
  /s/ Relland Winand          Vice President,       )
  - -----------------------     Finance (Principal    )  
  Relland Winand              Financial and         )  
                              Accounting Officer)   )  
                                                    )
                                                    )
                                                    )          July 31, 1996
  /s/ Julian Demora           Director              )
  - -----------------------                           )
  Julian Demora                                     )
                                                    )
                                                    )
                                                    )
  /s/ Ajit W. Hirani          Director              )
  - -----------------------                           )
  Ajit W. Hirani                                    )
                                                    )
                                                    )
                                                    )
  /s/ Martin S. Kaplan        Director              )
  - -----------------------                           )
  Martin S. Kaplan                                  )
                                                    )
                                                    )
                                                    )
  /s/ Herbert S. Krasnow      Director              )
  - -----------------------                           )
  Herbert S. Krasnow                                )
                                                    )
                                                    )
                                                    )
  /s/ Jesse Krasnow           Director              )
  - -----------------------                           )
  Jesse Krasnow                                     )
                                                    )
                                                    )
                                                    )
  /s/ Thomas E. McGrath       Director              )
  - -----------------------                           )
  Thomas E. McGrath                                 )
                                                    )
                                                    )
                                                    )
  /s/ Merrill A. McPeak       Director              )
  - -----------------------                           )
  Merrill A. McPeak                                 )
  
  
  
                                        II-7
  
  <PAGE>   9
  
  
  
                                    EXHIBIT INDEX
                                    -------------
  
  
  Exhibit                                                        
  Number          Description                                    
  - ------          -----------                                    
  
     4 (1)        Specimen Certificate for Shares of Common
                  Stock, $.10 par value, of the Registrant
  
     5            Opinion of Hale and Dorr
  
    23.1          Consent of Hale and Dorr (included in
                  Exhibit 5)
  
    23.2          Consent of Coopers & Lybrand L.L.P.
  
    24            Power of Attorney (included on the
                  signature page of this Registration Statement)
  
  
  - ---------------
  
  (1)  Incorporated herein by reference to the Registrant's Annual Report on
       Form 10-K for the year ended June 30, 1993. (Commission File No. 1-8988).
  
  
                                        II-8
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "ECC INTERNATIONAL CORP.", "secsgml_size_bytes": 20773}]
metadata_filer: {"company-data": {"conformed-name": "ECC INTERNATIONAL CORP", "cik": "0000031660", "assigned-sic": "3690", "irs-number": "231714658", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-10725", "film-number": "96619781"}, "business-address": {"street1": "175 STRAFFORD AVE", "city": "WAYNE", "state": "PA", "zip": "19087", "phone": "2156872600"}, "mail-address": {"street1": "175 STRAFFORD AVENUE", "city": "WAYNE", "state": "PA", "zip": "19087"}, "former-company": [{"former-conformed-name": "EDUCATIONAL COMPUTER CORP", "date-changed": "19880224"}, {"former-conformed-name": "ED TECH CORP", "date-changed": "19760803"}, {"former-conformed-name": "EDP TECHNOLOGY INC", "date-changed": "19731001"}]}
text: 1
  
                As filed with the Securities and Exchange Commission
                                  on August 23, 1996
  
                                                       Registration No. 333-_____
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D. C. 20549
  
                                      FORM S-8
  
                            REGISTRATION STATEMENT UNDER
                             THE SECURITIES ACT OF 1933
  
                               ECC INTERNATIONAL CORP.
                 (Exact name of issuer as specified in its charter)
  
             DELAWARE                                           23-1714658
  (State or other jurisdiction of                           (I.R.S. Employer
  incorporation or organization)                            Identification Number)
  
  175 STRAFFORD AVENUE, SUITE 116, WAYNE, PENNSYLVANIA            19087
   (Address of Principal Executive Offices)                     (Zip Code)
  
                          1996 EMPLOYEE STOCK PURCHASE PLAN
                              (Full title of the plan)
  
                                  GEORGE W. MURPHY
                        PRESIDENT AND CHIEF EXECUTIVE OFFICER
                           175 STRAFFORD AVENUE, SUITE 116
                              WAYNE, PENNSYLVANIA 19087
                       (Name and address of agent for service)
  
                                   (610) 687-2600
            (Telephone number, including area code, of agent for service)
  
  ================================================================================
  
                  CALCULATION OF REGISTRATION FEE
  
                              Proposed      Proposed
  Title of                    maximum       maximum
  securities     Amount       offering      aggregate       Amount of
  to be          to be        price         offering        registration
  registered     registered   per share     price           fee
  - ----------     ----------   ---------     ---------       ------------
  
  Common Stock,    360,000    $7.3125(1)   $2,632,500(1)    $907.76
  $.10 par         shares
  value
  
  - --------------------------------------------------------------------------------
  (1)      Estimated solely for the purpose of calculating the registration fee,
           and based upon the average of the high and low prices of the Common
           Stock on the New York Stock Exchange on August 21, 1996 in accordance
           with Rules 457(c) and 457(h) of the Securities Act of 1933.
  
  ================================================================================
  2
  
  PART I.   INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
            The information required by Part I is included in documents sent or 
  given to participants in the 1996 Employee Stock Purchase Plan of ECC
  International Corp. (the "Registrant") pursuant to Rule 428(b)(1) of the
  Securities Act of 1933, as amended (the "Securities Act").
  
  PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
       Item 3.   Incorporation of Documents by Reference
                 ---------------------------------------
  
            The Registrant is subject to the informational and reporting 
  requirements of the Securities Exchange Act of 1934, as amended (the "Exchange
  Act"), and in accordance therewith, files reports, proxy statements and other
  information with the Securities and Exchange Commission (the "Commission"). The
  following documents, which are filed with the Commission, are incorporated in
  this Registration Statement by reference:
  
            (1) The Registrant's latest annual report filed pursuant to Sections
       13(a) or 15(d) of the Exchange Act or the latest prospectus filed pursuant
       to Rule 424(b) under the Securities Act that contains audited financial
       statements for the Registrant's latest fiscal year for which such
       statements have been filed.
  
            (2) All other reports filed pursuant to Sections 13(a) or 15(d) of the
       Exchange Act since the end of the fiscal year covered by the annual report
       or the prospectus referred to in (1) above.
  
            (3) The description of the common stock of the Registrant, $.10 par
       value per share (the "Common Stock"), contained in a Registration Statement
       filed under the Exchange Act, including any amendment or report filed for
       the purpose of updating such description.
  
       All documents subsequently filed by the Registrant pursuant to Sections
  13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
  post-effective amendment which indicates that all shares of Common Stock offered
  hereby have been sold or which deregisters all shares of Common Stock then
  remaining unsold, shall be deemed to be incorporated by reference herein and to
  be part hereof from the date of the filing of such documents.
  
                                        II-1
  3
  
       Item 4.  Description of Securities
                -------------------------
  
                Not applicable.
  
       Item 5.  Interests of Named Experts and Counsel
                --------------------------------------
  
            Hale and Dorr, Boston, Massachusetts, will pass upon the validity of 
  the shares offered hereby for the Registrant. A partner of Hale and Dorr is a
  director of the Registrant and beneficially owns approximately 57,000 shares of
  the Registrant's Common Stock.
  
       Item 6.  Indemnification of Directors and Officers
                -----------------------------------------
  
            Section 145 of the Delaware General Corporation Law provides that a
  corporation has the power to indemnify a director, officer, employee or agent of
  the corporation and certain other persons serving at the request of the
  corporation in related capacities against amounts paid and other expenses
  actually and reasonably incurred in connection with an action or proceeding to
  which he is or is threatened to be made a party by reason of such position, if
  such person shall have 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 any criminal proceeding, if such person had no reasonable cause to believe
  his conduct was unlawful; provided that, in the case of actions brought by or in
  the right of the corporation, no indemnification shall be been made with respect
  to any matter as to which such person shall have adjudged to be liable to the
  corporation unless and only to the extent that the adjudicating court determines
  that such indemnification is proper under the circumstances.
  
            Article Tenth of the Registrant's Certificate of Incorporation, as 
  amended, provides that no Person shall be liable for monetary damages for any
  breach of his or her fiduciary duty to the Registrant, except to the extent that
  the Delaware General Corporation Law prohibits the elimination or limitation of
  liability of directors for breach of fiduciary duty (i) for any breach of a
  director's duty of loyalty to the Registrant or its stockholders, (ii) for acts
  or omissions not in good faith or which involve intentional misconduct or a
  knowing violation of law, (iii) under Section 174 of the Delaware General
  Corporation Law or (iv) for any transaction from which the director derived an
  improper personal benefit. The provisions of Article Tenth shall inure to the
  benefit of any person who serves as a director of the Registrant after the
  effective date of the Article and to the heirs, executors and administrators of
  such person.
  
            Section 13 of Article III of the Registrant's By-laws, as amended, 
  provides that a director, officer or trustee of the Registrant shall be
  indemnified by the Registrant, to the fullest
  
                                        II-2
  4
  
  extent permitted by Section 145 of the Delaware General Corporation Law, against
  any expenses, liabilities or other matters referred to or covered by Section
  145. To assure indemnification of all such persons who are determined by the
  Registrant to be or to have been "fiduciaries" of any employee benefit plan of
  the Registrant, certain specific provisions of Section 145 have been interpreted
  for purposes of Section 13 of Article III.
  
            Section 13 of Article III of the Registrant's By-laws, as amended, 
  further provides that the indemnification provided therein (i) is not exclusive,
  and provides that in the event that Section 145 of the Delaware General
  Corporation Law is amended to expand the indemnification permitted to directors
  or officers the Registrant must indemnify those persons to the fullest extent
  permitted by such law as so amended, (ii) shall continue as to a person who has
  ceased to be a director, officer or trustee and (iii) shall inure to the benefit
  of the heirs, executors and administrators of such a person. The Registrant's
  obligation to provide indemnification under Section 13 of Article III shall be
  offset to the extent of any other source of indemnification or any otherwise
  applicable insurance coverage under a policy maintained by the Registrant or any
  other person.
  
            The Registrant has entered into an Agreement to Defend and Indemnify 
  with each of its directors and officers, providing that the Registrant shall
  indemnify each director and officer against expenses, judgments, fines and other
  losses arising by reason of the fact that such director or officer was in
  service to the Registrant; provided, that no indemnification shall be provided
  by the Registrant with respect to any claim, issue or matter as to which such
  director or officer shall not have acted in good faith and in a manner he
  reasonably believed to be in the best interests of the Registrant and as to
  which such director or officer had reasonable cause to believe his conduct was
  unlawful.
  
            The Registrant has directors and officers liability insurance for the
  benefit of its directors and officers.
  
       Item 7.  Exemption from Registration Claimed
                -----------------------------------
  
                Not applicable.
  
       Item 8.  Exhibits
                --------
  
            The Exhibit Index immediately preceding the exhibits is incorporated 
  herein by reference.
  
                                        II-3
  5
  
       
       Item 9.  Undertakings
                ------------
  
            1. 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 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 (i) and (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 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.
  
                                        II-4
  6
  
            2. 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 in the initial
  bona fide offering thereof.
  
            3. Insofar as indemnification for liabilities arising under the 
  Securities Act may be permitted to directors, officers and controlling persons
  of the Registrant pursuant to the foregoing provisions, or otherwise, the
  Registrant has been advised that in the opinion of the Commission such
  indemnification is against public policy as expressed in the Securities Act and
  is, therefore, unenforceable. In the event that a claim for indemnification
  against such liabilities (other than the payment by the Registrant of expenses
  incurred or paid by a director, officer or controlling person of the Registrant
  in the successful defense of any action, suit or proceeding) is asserted by such
  director, officer or controlling person in connection with the securities being
  registered, the Registrant will, unless in the opinion of its counsel the matter
  has been settled by controlling precedent, submit to a court of appropriate
  jurisdiction the question whether such indemnification by it is against public
  policy as expressed in the Securities Act and will be governed by the final
  adjudication of such issue.
  
                                        II-5
  7
  
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act of 1933, the
  Registrant certifies that it has reasonable grounds to believe that it meets all
  of the requirements for filing on Form S-8 and has duly caused this Registration
  Statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in the Town of Wayne, Commonwealth of Pennsylvania, on July 31, 
  1996.
  
                                              ECC INTERNATIONAL CORP.
  
                                              By:/s/ George W. Murphy
                                              -------------------------
                                              George W. Murphy
                                              President and Chief
                                              Executive Officer
  
                                  POWER OF ATTORNEY
  
           We, the undersigned officers and directors of ECC International Corp.
  hereby severally constitute Relland Winand, Martin S. Kaplan and Philip P.
  Rossetti, and each of them singly, our true and lawful attorneys with full power
  to them, and each of them singly, to sign for us and in our names in the
  capacities indicated below, the Registration Statement on Form S-8 filed
  herewith and any and all subsequent amendments to said Registration Statement,
  and generally to do all such things in our names and behalf in our capacities as
  officers and directors to enable ECC International Corp. to comply with all
  requirements of the Securities and Exchange Commission, hereby ratifying and
  confirming our signatures as they may be signed by said attorneys, or any of
  them, to said Registration Statement and any and all amendments thereto.
  
                                        II-6
  8
  
           Pursuant to the requirements of the Securities Act, this Registration
  Statement has been signed below by the following persons in the capacities and
  on the date indicated.
  
        Signature                  Title                          Date
        ---------                  -----                          ----
  
  /s/ George W. Murphy        President, Chief      )
  - -----------------------     Executive Officer and )                      
  George W. Murphy            Director (Principal   )   
                              Executive Officer)    )   
                                                    )
                                                    )
                                                    )
  /s/ Relland Winand          Vice President,       )
  - -----------------------     Finance (Principal    )  
  Relland Winand              Financial and         )  
                              Accounting Officer)   )  
                                                    )
                                                    )
                                                    )          July 31, 1996
  /s/ Julian Demora           Director              )
  - -----------------------                           )
  Julian Demora                                     )
                                                    )
                                                    )
                                                    )
  /s/ Ajit W. Hirani          Director              )
  - -----------------------                           )
  Ajit W. Hirani                                    )
                                                    )
                                                    )
                                                    )
  /s/ Martin S. Kaplan        Director              )
  - -----------------------                           )
  Martin S. Kaplan                                  )
                                                    )
                                                    )
                                                    )
  /s/ Herbert S. Krasnow      Director              )
  - -----------------------                           )
  Herbert S. Krasnow                                )
                                                    )
                                                    )
                                                    )
  /s/ Jesse Krasnow           Director              )
  - -----------------------                           )
  Jesse Krasnow                                     )
                                                    )
                                                    )
                                                    )
  /s/ Thomas E. McGrath       Director              )
  - -----------------------                           )
  Thomas E. McGrath                                 )
                                                    )
                                                    )
                                                    )
  /s/ Merrill A. McPeak       Director              )
  - -----------------------                           )
  Merrill A. McPeak                                 )
  
                                        II-7
  9
  
                                    EXHIBIT INDEX
                                    -------------
  
  Exhibit                                                        
  Number          Description                                    
  - ------          -----------                                    
  
     4 (1)        Specimen Certificate for Shares of Common
                  Stock, $.10 par value, of the Registrant
  
     5            Opinion of Hale and Dorr
  
    23.1          Consent of Hale and Dorr (included in
                  Exhibit 5)
  
    23.2          Consent of Coopers & Lybrand L.L.P.
  
    24            Power of Attorney (included on the
                  signature page of this Registration Statement)
  
  - ---------------
  
  (1)  Incorporated herein by reference to the Registrant's Annual Report on
       Form 10-K for the year ended June 30, 1993. (Commission File No. 1-8988).
  
                                        II-8