As filed with the Securities and Exchange Commission on January 13, 1999
Registration No. 333-

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933

GLOBECOMM SYSTEMS INC.
(Exact name of registrant as specified in its charter)
DELAWARE 11-3225567
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)

45 OSER AVENUE, HAUPPAUGE, NEW YORK 11788
(Address of principal executive offices) (Zip Code)

GLOBECOMM SYSTEMS INC.
1997 STOCK INCENTIVE PLAN
1999 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the Plans)

DAVID E. HERSHBERG
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
GLOBECOMM SYSTEMS INC.
45 OSER AVENUE, HAUPPAUGE, NEW YORK 11788
(Name and address of agent for service)
(516) 231-9800
(Telephone number, including area code, of agent for service)

CALCULATION OF REGISTRATION FEE

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Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered (1) per Share(2) Price(2) Fee
- --------------------------------------------------------------------------------------------------

1997 Stock Incentive Plan
Common Stock,
$0.001 par value 181,335 shares $5.688 $1,031,433.48 $286.74
- --------------------------------------------------------------------------------------------------

1999 Employee Stock
Purchase Plan
Common Stock,
$0.001 par value 400,000 shares $5.688 $2,275,200.00 $632.51
- --------------------------------------------------------------------------------------------------

Aggregate
Registration Fee: $919.25
- --------------------------------------------------------------------------------------------------

(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the Globecomm Systems Inc.
1997 Stock Incentive Plan or the 1999 Employee Stock Purchase Plan, by
reason of any stock dividend, stock split, recapitalization or other
similar transaction effected without the receipt of consideration
which results in an increase in the number of the outstanding shares
of Common Stock of Globecomm Systems Inc.

(2) Calculated solely for purposes of this offering under Rule 457(h) of
the Securities Act of 1933, as amended, on the basis of the average of
the high and low selling prices per share of the Common Stock of
Globecomm Systems Inc. on January 8, 1999 as reported on the Nasdaq
National Market.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

Globecomm Systems Inc. (the "Registrant") hereby incorporates
by reference into this Registration Statement the following documents
previously filed with the Securities and Exchange Commission ("SEC"):

(a) The Registrant's Annual Report on Form 10-K for the
year ended June 30, 1998, filed with the SEC on
September 28, 1998; and

(b) The Registrant's Quarterly Report on Form 10-Q for
the period ended September 30, 1998 filed with the
SEC on November 16, 1998; and

(c) The Registrant's Registration Statement No.
000-22839 on Form 8-A filed with the SEC on July 15,
1997, pursuant to Section 12(g) of the Securities
Exchange Act of 1934 (the "1934 Act"), which
describes the terms, rights and provisions
applicable to the Registrant's outstanding Common
Stock; and

(d) The Registrant's Registration Statement No.
000-22839 on Form 8-A filed with the SEC on December
4, 1998, pursuant to Section 12(g) of the Securities
Exchange Act of 1934 (the "1934 Act"), which
describes the terms, rights and provisions
applicable to the Registrant's Preferred Stock
Purchase Rights.

All reports and definitive proxy or information statements
filed pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the
date of this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents.

Any statement contained in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any subsequently filed document which also is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.

Item 4. Description of Securities

Not Applicable.

Item 5. Interests of Named Experts and Counsel

Not Applicable.

Item 6. Indemnification of Directors and Officers

The Registrant's Certificate of Incorporation provides that,
except to the extent prohibited by the Delaware General Corporation Law (the
"Delaware Law"), its directors shall not be personally liable to the Registrant
or its stockholders for monetary damages for any breach of fiduciary duty as
directors of the Registrant. Under Delaware law, the directors have a fiduciary
duty to the Registrant which is not eliminated by this provision of the
Certificate of Incorporation and, in appropriate circumstances, equitable
remedies such as injunctive or other forms of non monetary relief will remain
available. In addition, each director will continue to be subject to liability
under Delaware law for breach of the director's duty of loyalty to the company,
for acts or omissions which are found by a court of competent jurisdiction to
be not in good faith or involving intentional misconduct, for knowing
violations of law, for actions leading to improper personal benefit to the
director, and for payment of dividends or

approval of stock repurchases or redemptions that are prohibited by Delaware
law. This provision also does not affect the directors' responsibilities under
any other laws, such as the Federal securities laws or State or Federal
environmental laws. The Registrant has obtained liability insurance for its
officers and directors. Section 145 of the Delaware Law empowers a corporation
to indemnify its directors and officers and to purchase insurance with respect
to liability arising out of their capacity or status as directors and officers,
provided that this provision shall not eliminate or limit the liability of a
director: (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law, (iii)
arising under Section 174 of the Delaware Law, or (iv) for any transaction from
which the director derived an improper personal benefit. The Delaware Law
provides further that the indemnification permitted thereunder shall not be
deemed exclusive of any other rights to which the directors and officers may be
entitled under the corporation's bylaws, any agreement, vote of stockholders or
otherwise. The Registrant's Certificate of Incorporation eliminates the
personal liability of directors to the fullest extent permitted by Section
102(b)(7) of the Delaware Law and provides that to the fullest extent permitted
by law, the Corporation shall fully indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding (whether civil, criminal, administrative or
investigative) by reason of the fact that such person is or was a director or
officer of the Corporation, or is or was serving at the request of the
corporation as a director or officer of another corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise, against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection with such action,
suit or proceeding.

At present, there is no pending litigation or proceeding
involving any director, officer, employee or agent as to which indemnification
will be required or permitted under the Certificate of Incorporation. The
Registrant is not aware of any threatened litigation or proceeding that may
result in a claim for such indemnification.

Item 7. Exemption from Registration Claimed

Not Applicable.

Item 8. Exhibits

Exhibit Number Exhibit

4 Instruments Defining the Rights of Stockholders. Reference is
made to the Registrant's Registration Statements No. 000-22839
on Form 8-A which are incorporated herein by reference
pursuant to Item 3(c) to this Registration Statement.
5 Opinion and consent of Brobeck, Phleger & Harrison LLP.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of PricewaterhouseCoopers LLP, Independent Accountants.
23.3 Consent of Brobeck, Phleger & Harrison LLP is contained in
Exhibit 5.
24 Power of Attorney. Reference is made to page 6 of this
Registration Statement.
99.1 1997 Stock Incentive Plan.
99.2* Notice of Grant.
99.3* Stock Option Agreement.
99.4* Addendum to Stock Option Agreement (limited Stock Appreciation
Right).
99.5* Stock Issuance Agreement.
99.6* Notice of Grant of Automatic Stock Option.
99.7* Automatic Stock Option Agreement.
99.8 1999 Employee Stock Purchase Plan.
99.9 Employee Stock Purchase Plan Enrollment/Change Form.
99.10 Stock Purchase Agreement.

* Exhibits 99.2 through 99.7 are incorporated by reference to Exhibits 99.2
through 99.7, respectively, to Registrant's Registration Statement
No. 333-33137 on Form S-8, filed with the Commission on August 7, 1997.

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 1933 Act to reflect in the prospectus any facts or
events arising after the effective date of this Registration Statement (or the
most recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in this
Registration Statement and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in this
Registration Statement; provided, however, that clauses (1)(i) and (1)(ii)
shall not apply if 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 1934 Act that are
incorporated by reference into this Registration Statement; (2) that for the
purpose of determining any liability under the 1933 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 and
(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
Registrant's 1997 Stock Incentive Plan and 1999 Employee Stock Purchase Plan.

B. The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the 1933 Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
1934 Act that is incorporated by reference into this Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

C. Insofar as indemnification for liabilities arising under
the 1933 Act may be permitted to directors, officers or controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that, in the opinion of the SEC, such
indemnification is against public policy as expressed in the 1933 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 1933 Act and will be governed by the
final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933,
as amended, 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 City of Hauppauge, State of New
York, on this 13th day of January, 1999.

GLOBECOMM SYSTEMS INC.

By: /s/ Kenneth A. Miller
-----------------------------
Kenneth A. Miller
President and Director

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

That the undersigned officers and directors of Globecomm
Systems Inc., a Delaware corporation, do hereby constitute and appoint David E.
Hershberg, Kenneth A. Miller and Andrew C. Melfi, and each of them
individually, with full powers of substitution and resubstitution, the lawful
attorneys-in-fact and agents with full power and authority to do any and all
acts and things and to execute any and all instruments which said attorneys and
agents, determine may be necessary or advisable or required to enable said
corporation to comply with the Securities Act of 1933, as amended, and any
rules or regulations or requirements of the Securities and Exchange Commission
in connection with this Registration Statement. Without limiting the generality
of the foregoing power and authority, the powers granted include the power and
authority to sign the names of the undersigned officers and directors in the
capacities indicated below to this Registration Statement, to any and all
amendments, both pre-effective and post-effective, and supplements to this
Registration Statement, and to any and all instruments or documents filed as
part of or in conjunction with this Registration Statement or amendments or
supplements thereof, and each of the undersigned hereby ratifies and confirms
that said attorneys and agents, shall do or cause to be done by virtue hereof.
This Power of Attorney may be signed in several counterparts.

IN WITNESS WHEREOF, each of the undersigned has executed this
Power of Attorney as of the date indicated.

Pursuant to the requirements of the Securities Act of 1933,
as amended, this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.

Signature Title Date
- --------- ----- ----

/s/ David E. Hershberg Chairman and Chief Executive Officer January 13, 1999
- ----------------------------------- and Director (Principal Executive Officer)
David E. Hershberg

/s/ Kenneth A. Miller President and Director January 13, 1999
- -----------------------------------
Kenneth A. Miller

/s/ Andrew C. Melfi Vice President and Chief Financial Officer January 13, 1999
- -----------------------------------
Andrew C. Melfi

Signature Title Date
- --------- ----- ----

/s/ Stephen C. Yablonski Vice President and Director January 13, 1999
- -----------------------------------
Stephen C. Yablonski

/s/ Donald G. Woodring Vice President and Director January 13, 1999
- -----------------------------------
Donald G. Woodring

/s/ Herman Fialkov Director January 13, 1999
- -----------------------------------
Herman Fialkov

/s/ Shelly A. Harrison Director January 13, 1999
- -----------------------------------
Shelley A. Harrison

/s/ Benjamin Duhov Director January 13, 1999
- -----------------------------------
Benjamin Duhov

/s/ C. J. Waylan Director January 13, 1999
- -----------------------------------
C. J. Waylan

/s/ A. Robert Towbin Director January 13, 1999
- -----------------------------------
A. Robert Towbin

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.

EXHIBITS

FORM S-8

UNDER

SECURITIES ACT OF 1933

GLOBECOMM SYSTEMS INC.

EXHIBIT INDEX
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Exhibit Number Exhibit
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4 Instruments Defining the Rights of Stockholders. Reference is made to the Registrant's
Registration Statements No. 000-22839 on Form 8-A which are incorporated herein by reference
pursuant to Item 3(c) to this Registration Statement.
5 Opinion and consent of Brobeck, Phleger & Harrison LLP.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of PricewaterhouseCoopers LLP, Independent Accountants.
23.3 Consent of Brobeck, Phleger & Harrison LLP is contained in Exhibit 5.
24 Power of Attorney. Reference is made to page 6 of this Registration Statement.
99.1 1997 Stock Incentive Plan.
99.2* Notice of Grant.
99.3* Stock Option Agreement.
99.4* Addendum to Stock Option Agreement (limited Stock Appreciation Right).
99.5* Stock Issuance Agreement.
99.6* Notice of Grant of Automatic Stock Option.
99.7* Automatic Stock Option Agreement.
99.8 1999 Employee Stock Purchase Plan.
99.9 Employee Stock Purchase Plan Enrollment/Change Form.
99.10 Stock Purchase Agreement.