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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 10-K/A

                                Amendment No. 1

                  For the fiscal year ended December 31, 1997

                         Commission file number 1-8191

                              PORTA SYSTEMS CORP.
             (Exact name of registrant as specified in its charter)

Delaware                                                         11-2203988
(State or other jurisdiction                                  (I.R.S. Employer
of incorporation or organization)                            Identification No.)

575 Underhill Boulevard, Syosset, New York                          11791
(Address of principal executive offices)                          (Zip Code)

Registrant's telephone number, including area code:             (516) 364-9300

Purpose of Amendment: To include Items 7A, 10, 11, 12 and 13, and to include the
power of attorney as an exhibit.

================================================================================

<PAGE>

Item 7A.  Quantitative and Qualitative Disclosure About Market Risk.

      Not Applicable.


                                      -1-
<PAGE>

Part III

Item 10: Directors and Executive Officers of the Company

      Set forth below are the  directors of the Company and certain  information
concerning the Company's directors and executive officers as of April 15, 1998.

Name                                Age          Position with the Company
----                                ---          -------------------------
William V. Carney (1)               61       Director, Chairman of the Board and
                                                Chief Executive Officer
Seymour Joffe                       68       Director, President and Chief 
                                                Operating Officer
Michael A. Tancredi                 68       Director, Senior Vice President, 
                                                Secretary and Treasurer
Howard D. Brous (1) (2) (3)         52       Director
Warren H. Esanu (1) (2) (3)         55       Director
Herbert H. Feldman (1) (2) (3)      63       Director
Stanley Kreitman (1) (2) (3)        64       Director
Lloyd I. Miller III (1) (2) (3)     44       Director
Robert Schreiber   (1) (2) (3)      64       Director
Edward B. Kornfeld                  54       Senior Vice President-Operations
                                                and Chief Financial Officer
John J. Gazzo                       54       Senior Vice President
Prem G. Chandran                    45       Vice President
Edmund A. Chiodo                    43       Vice President
David L. Rawlings                   54       Vice President
William J. Novelli                  66       Vice President
Gerald C. Hammond                   43       Vice President

(1)   Member of the Executive Committee of the Board of Directors.

(2)   Member of the Compensation Committee of the Board of Directors.

(3)   Member of the Audit Committee of the Board of Directors.

      Mr.  Carney has been  Chairman  of the Board and Chief  Executive  Officer
since October 1996. He was Vice Chairman from 1988 to October 1996,  Senior Vice
President  from 1989 to October  1996,  Chief  Technical  Officer since 1990 and
Secretary   from  1977  to  October   1996.   He  also  served  as  Senior  Vice
President-Mechanical    Engineering    from   1988   to   1989,    Senior   Vice
President-Connector    Products    from    1985    to    1988,    Senior    Vice
President-Manufacturing  from 1984 to 1985 and Senior Vice  President-Operations
from 1977 to 1984.

      Mr. Joffe was elected  President and Chief Operating Officer in October of
1996.  Mr. Joffe,  who served as director of the Company from 1987 to 1992,  has
most recently served the Company as senior consultant to its Operations  Support
Systems (OSS) business.  Mr. Joffe has been Chairman of JSI International,  Inc.
which  represents  companies  in the  marketing  and  positioning  of  high-tech
products and serves in the Asia Pacific area.

      Mr. Tancredi has been Senior Vice President, Secretary and Treasurer since
January 1997. He has been Vice President-Administration since 1995 and Treasurer
since 1978, having served as Vice President-Finance and Administration from 1989
to 1995 and Vice President-Finance from 1984 to 1989.


                                      -2-
<PAGE>

Item 10: Directors and Executive Officers of the Company (continued)

      Mr. Brous has been President and Chief Executive  Officer of H. D. Brous &
Co.,  Inc., a New York Stock  Exchange  member firm, for more than the past five
years.

      Mr.  Esanu was  Chairman  of the Board of the  Company  from March 1996 to
October 1996 and director from 1989 to 1996,  and  re-appointed  to the Board of
Directors  in April of 1997.  He has been of  counsel to Esanu  Katsky  Korins &
Siger,  attorneys at law, for more than the past five years. Mr. Esanu is also a
founding  partner and Chairman of Paul Reed Smith  Guitars  Limited  Partnership
(Maryland),  a leading manufacturer of premium-priced  electrical guitars. He is
also a senior  officer and  director of a number of  privately  held real estate
management companies.

      Mr. Feldman has been President of Alpha Risk Management, Inc., independent
risk management consultants, for more than the past five years.

      Mr.  Kreitman has been Vice  Chairman of Manhattan  Associates,  a firm of
investment  advisors,  since  February  1994.  For more  than five  years  prior
thereto, he was President of United States Banknote Corp.

      Mr.  Miller has been a director  since March 1998.  For more than the past
five  years,  Mr.  Miller  has been  self-employed  as a  registered  investment
advisor.  He is also a trustee of Carolco  Liquidating  Trust, a trust formed to
liquidate the assets of a motion picture company.

      Mr. Schreiber has been Chief Executive  Officer of BLS  Communications,  a
telecommunications consulting firm, for more than the past five years.

      Mr.  Kornfeld was elected a Senior Vice  President-Operations  in 1996. He
has served as Vice  President-Finance and Chief Financial Officer of the Company
since October 1995.  Prior to his election to this position,  Mr.  Kornfeld held
positions  with  several  companies  for more than five years,  including  Excel
Technology Inc. (Quantronix Corp.) and Anorad Corporation.

      Mr. Gazzo was elected  Senior Vice  President  in March 1996.  He has been
Vice President-Marketing of the Company since April 1993 and was general manager
of its Porta  Electronics  Division from November 1989 to April 1993; he was the
Company's Vice  President-Research  and Development  from March 1984 to November
1989 and was Vice  President-Engineering  from February  1978 to February  1984.
Prior to that time, he was Chief Engineer of the Company.

      Mr. Chandran was elected Vice President in December 1995. Mr. Chandran had
been with the Company as Assistant Vice President of Engineering since 1991.

      Mr. Chiodo was elected Vice  President in March 1996.  Mr. Chiodo had been
with the Company since 1980.  During that time he has held various  positions in
the Company, most recently as Assistant Vice President of OSS operations.

      Mr.  Rawlings was elected Vice President in March 1996.  Mr.  Rawlings has
been the Assistant  Vice President of Research and  Development-Copper  Products
since 1992.

      Mr.  Novelli was elected Vice  President in December 1996. Mr. Novelli has
been the Assistant Vice President of Sales and  Marketing-Copper  Products since
1989.

      Mr.  Hammond  has  been  employed  by the  Company  as an  Assistant  Vice
President-Research  and Development since September 1992. He was elected as Vice
President-Strategic Development in March 1997.


                                      -3-
<PAGE>

Item 10: Directors and Executive Officers of the Company (continued)

      All directors are elected for a term of one year.

      None of the Company's directors or officers are related.

      The Company  has three  committees:  the  executive  committee,  the audit
committee, and the compensation committee. The executive committee may exercise,
to the maximum extent  permitted by the Delaware  General  Corporation  Law, the
power and  authority of he board  management  of the business and affairs of the
Company,  and its acts when necessary  between  meetings of the board. The audit
committee  has  the  authority  to  approve  the  Company's   audited  financial
statements,  to meet with the Company's independent auditors, to review with the
auditors and with management any management letter issued by the auditors and to
generally  exercise the power normally  accorded an audit  committee of a public
corporation.  The compensation committee,  which also serves as the stock option
committee  pursuant to the Company's  stock option  plans,  reviews and approves
compensation for the Company's officers. The compensation committee also reviews
the elements of the Company's varialbe compensation plans.


                                      -4-
<PAGE>

Item 11: Executive Compensation

      The  following  table shows the  compensation  paid by the Company and its
subsidiaries to its Chief Executive Officer and its four most highly compensated
executive  officers,  other than the Chief Executive  Officer,  whose salary and
bonus earned exceeded $100,000 for the most recent fiscal year.

                           SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>

                                                                                    Long Term
                                                  Annual Compensation              Compensation
                                           ----------------------------------  ---------------------
                                                                      Other    Restricted  Options,   All Other
                                                                     Annual       Stock      SARs      Compen-
      Name and                                                      Compensa-    Awards     (Number    sation
 Principal Position               Year     Salary        Bonus      tion (2)    (Dollars) of Shares)     (1)
  -----------------               ----     ------      --------    ----------   ---------  --------- ----------
<S>                               <C>    <C>            <C>            <C>         <C>          <C>   <C>     
William V. Carney                 1997   $ 200,000      $80,000        --          --           --    $ 37,815
Chairman of the Board             1996     170,038           --        --          --           --      31,685
and Chief Executive Officer       1995     162,000           --        --          --           --      35,750

Seymour Joffe                     1997     183,200       55,000        --          --           --       9,330
President and                     1996      35,346           --        --          --           --      47,645
Chief Operating Officer           1995          --           --        --          --           --       5,000
                                                       
Edward B. Kornfeld                1997     172,000       35,000        --          --           --       4,992
Senior Vice President,            1996     147,489           --        --          --           --       2,026
Operations                        1995      30,153           --        --          --           --       3,000
Chief Financial Officer                                                                            

Michael A. Tancredi               1997     132,775       30,000        --          --           --     119,160
Senior Vice President,            1996     122,618           --        --          --           --       1,830
Secretary and Treasurer           1995     122,000           --        --          --           --       6,930

John J. Gazzo                     1997     142,706       10,000        --          --           --      29,186
Senior Vice President             1996     141,836           --        --          --           --      25,447
OSS Division                      1995     140,000           --        --          --           --      31,455
</TABLE>

--------------------------------------------------------------------------------
(1)   "All Other Compensation" includes the Company's payment to the executive's
      account pursuant to the Company's 401(k) Plan,  premiums paid with respect
      to the  equity  split  dollar  program,  group life  insurance  in amounts
      greater  than  that  available  to all  employees  and  special  long term
      disability  coverage  and  amounts  equal to market  interest  on  certain
      preexisting  borrowings in connection with awards under the Company's 1984
      Employee  Incentive  Plan as set forth on the table below.  Also includes,
      with  respect  to Mr.  Tancredi,  payments  made in 1997  pursuant  to the
      supplemental retirement income program.


                                      -5-
<PAGE>

Item 11: Executive Compensation (continued)

      Set  forth  below is a chart  which  shows  the  component  of "All  Other
Compensation" listed in the Summary Compensation Table.

                                      Mr.      Mr.      Mr.      Mr.       Mr.
                                    Carney    Joffe  Kornfeld  Tancredi   Gazzo
                                    ------    -----  --------  --------   -----
Company 401(k) Match                $ 2,400   $2,400   $2,400   $1,980   $ 2,100
Equity Split Dollar                  21,038     --       --       --      17,469
Supplemental Insurance                9,341    6,930    2,592    6,930     6,228
Forgiveness of Interest on
   Employee Debentures                5,035     --       --       --       3,389

      Certain of the Company's officers named in the Summary  Compensation Table
or their  affiliates are parties to employment,  consulting or other  agreements
providing for compensation during and after their employment with the Company.

      Employment Agreements.  The Company has employment agreements with Messrs.
Carney,  Joffe,  Kornfeld,  Tancredi  and Gazzo.  The  agreements  continue on a
year-to-year basis, for January 1 of each year, unless terminated by the Company
on prior  notice of not less than 120 days for Mr.  Carney,  90 days for Messrs.
Tancredi and Gazzo and 60 days for Mr.  Kornfeld.  Salary is  determined  by the
Board of Directors,  except that the salary may not be reduced  except as a part
of a salary reduction program applicable to all executive  officers.  Upon death
or  termination  of employment  as a result of a disability,  the officer or his
estate is to receive a payment equal to three months salary.  Upon a termination
without cause,  Mr. Carney is entitled to receive his then current salary for 36
months and Mr.  Tancredi is entitled to receive his then  current  salary for 24
months. Mr. Gazzo is entitled to receive his then current salary for a period of
six months following the date of termination plus an additional  period equal to
one month for each full year of service  with the Company up to a maximum  total
of 24 months,  and Mr. Joffe and Mr. Kornfeld are entitled to receive their then
current salary for a period of twelve months plus an additional  period equal to
one month for each year of severance up to a maximum total of 24 months.  In the
event  that  an  executive  is  covered  by an  executive  severance  agreement,
including  the  Salary  Continuation  Agreements  (as  described  below),  which
provides for payments upon termination  subsequent to a change of control of the
Company,  the  executive  would be  entitled  to the  greater  of the  severance
arrangements as described in this paragraph or the severance  payments under the
executive severance agreements.

      Salary  Continuation  Agreements.   The  Company  is  a  party  to  Salary
Continuation Agreements with Messrs. Carney,  Kornfeld,  Tancredi and Gazzo. The
Salary  Continuation  Agreements  provide  that,  in the event  that a change of
control of the Company occurs and the executive's employment with the Company is
subsequently   terminated  by  the  Company  other  than  for  cause,  death  or
disability,  or is  terminated  by the  executive  as a result of a  substantial
alteration  in the  executive's  duties,  compensation  or other  benefits,  the
executive  shall be entitled to the payment by the Company of an amount equal to
the  executive's  monthly  salary  at the rate in  effect  as of the date of the
executive's  termination (or, if higher,  as in effect  immediately prior to the
change in control)  plus the pro rata  monthly  amount of the  executive's  most
recent annual bonus paid immediately  before the change of control multiplied by
36, in the case of Mr.  Carney,  24 in the case of Messrs.  Joffe,  Kornfeld and
Tancredi,  and  18 in the  case  of  Mr.  Gazzo.  For  purposes  of  the  Salary
Continuation  Agreements,  a change of control is defined as one which  would be
required to be  reported  in  response  to the proxy rules under the  Securities
Exchange Act of 1934, as amended (the "1934 Act"), the acquisition of beneficial
ownership, directly or indirectly, by a person or group of persons of securities
of the Company  representing  25% or more of the  combined  voting  power of the
Company's then outstanding securities,  or, during any period of two consecutive
years, if individuals who at the beginning of


                                      -6-
<PAGE>

Item 11: Executive Compensation (continued)

such period  constituted  the Board of  Directors  of the Company  cease for any
reason to constitute at least a majority thereof unless the election of each new
director was nominated or ratified by at least  two-thirds of the directors then
still in office who were directors at the beginning of the period. The change in
control must occur during the term of the Salary Continuation  Agreement,  which
in each case is currently through December 31, 1998 and is renewed automatically
unless the Company  gives  timely  notice  prior to January 1 of any year of its
election not to renew the  agreement.  If such a change of control occurs during
the effectiveness of the Salary Continuation  Agreement,  any termination during
the eighteen  months  following the change of control will result in the payment
of the compensation described above.

      Each  director  who is not an employee  of the  Company  and the  Chairman
receives an annual fee of $16,000 for serving as a director of the Company,  and
each  chairman of a standing  committee  of the Board of  Directors  receives an
additional  annual fee of $3,000.  Each director  receives a supplemental fee of
$1,200 for each Board and each committee meeting attended.

      The following  table sets forth  information  concerning  options  granted
during the year ended  December  31, 1997  pursuant  to the 1996 Plan.  No stock
appreciation rights ("SARs") were granted.

                 Option Grants in Year Ended December 31, 1997

                                     Percent of
                    Number of        Total Options
                    Shares           Granted to
                    Underlying       Employees in  Exercise Price
                    Options Granted  Fiscal Year   Per Share     Expiration Date
                    ---------------  -----------   ---------     ---------------
William V. Carney        86,250          24.0           1.50         5/7/07
Seymour Joffe            32,500           9.1           1.50         5/7/07
Edward B. Kornfeld       23,000           6.4           1.50         5/7/07
Michael A. Tancredi      42,530          11.9           1.50         5/7/07
John J. Gazzo             5,000           1.4           1.50         5/7/07
All current executive                                               
   officers             214,280          59.7           1.50         5/7/07
All non-officer                                                     
   directors(1)          10,000           2.8           1.4188       4/30/07
All non-officer                                                     
   directors             75,000          20.9           1.50         5/7/07
All other employees      59,500          16.6           1.50         5/7/07

----------
(1)   Represents  options  automatically   granted  to  non-employee   directors
      pursuant to the 1996 Plan.


                                      -7-
<PAGE>

Item 11: Executive Compensation (continued)

      The  following  table sets forth  information  concerning  the exercise of
options and  warrants  during the year ended  December 31, 1997 and the year-end
value  of  options  held  by  the  Company's   officers  named  in  the  Summary
Compensation Table.

Aggregate Option Exercises in Last Fiscal Year and Fiscal Year-End Option Value

                                                  Number of
                                                  Securities        Value of
                                                  Underlying     Unexercised In-
                                                  Unexercised       the-Money
                                                  Options at       Options at
                                               Fiscal Year End  Fiscal Year End
                                               ---------------  ----------------
                     Shares Acquired   Value     Exercisable/     Exercisable/
        Name          Upon Exercise   Realized   Unexercisable    Unexercisable
        ----          -------------   --------   -------------    -------------
William V. Carney           --           --        93,150/          $166,875/
                                                        --                 --
Seymour Joffe               --           --        67,500/           $95,937/
                                                        --                 --
Edward B. Kornfeld          --           --        48,000/           $66,250/
                                                        --                 --
Michael A. Tancredi         --           --        47,170/           $83,140/
                                                        --                 --
John J. Gazzo               --           --        11,900/           $14,531/
                                                        --                 --
                                                                
      The  Compensation  committee for 1997 was  comprised of Messrs.  Howard D.
Brous,  Warren H.  Esanu,  Herbert  H.  Feldman,  Stanley  Kreitman  and  Robert
Schreiber. Mr. Lloyd I. Miller III, who was elected as a director in March 1998,
did  not  serve  on  the  compensation   committee  in  1997.  As  part  of  its
responsibilities, the Committee meets each December to determine the base salary
of the senior  executives  of the  Company for the next year and bonuses for the
current year. The Committee also meets,  from time to time, to determine whether
individual  grants of stock  options  should be awarded to senior  executives as
well  as  to   other   employees   of  the   Company.   In   discharging   these
responsibilities,  the Committee reviews the performance of the Company relative
to its goals. In addition,  with the assistance of the Chief Executive  Officer,
the Committee  reviews the individual  performance of the other senior executive
officers.  The Committee also evaluates the  performance of the Chief  Executive
Officer  and  the  Chief  Operating  Officer,  as  reflected  in  the  financial
performance of the Company,  to determine  base salary and bonus.  The Committee
subsequently  reports on its evaluation and compensation  determinations  to the
other non-employee directors.

      Based on the performance of the Company in 1997, the Committee  determined
that, bonuses would be paid to certain employees,  including the Chief Executive
Officer and other executive officers.


                                      -8-
<PAGE>

Item 12: Security Ownership of Certain Beneficial Owners and Management

      The  following  table  sets  forth,  as of  April  15,  1998,  based  upon
information provided by such persons, the number of outstanding shares of Common
Stock of the Company  beneficially  owned by each person known by the Company to
own  beneficially  at least  5% of the  Company's  Common  Stock,  each  current
director  of  the  Company,   the  executive   officers  named  in  the  Summary
Compensation  Table, and all current  directors and officers of the Company as a
group.

                                                                 Percentage of
                                     Shares of Common Stock       Outstanding
       Name                          Beneficially Owned (1)       Common Stock
       ----                          ----------------------       ------------
William V. Carney                            137,423(2)               1.5%
Seymour Joffe                                 94,196(3)               1.0%
Michael A. Tancredi                           58,827(4)                 *
Howard D. Brous                               19,000(5)                 *
Warren H. Esanu                               57,000(6)                 *
Herbert H. Feldman                            19,000(7)                 *
Stanley Kreitman                              19,500(8)                 *
Robert Schreiber                              19,000(9)                 *
Edward B. Kornfeld                            48,000(10)                *
John J. Gazzo                                 25,087(11)                *
Lloyd I. Miller III                        1,742,978(12)             18.6%
4550 Gordon Drive                                                  
Naples, Florida 34102                                              
Helix Investment Partners, L.P.            1,369,698(13)             14.7%
1930 Century Park West                                             
Los Angeles, California 90067                                      
All directors and officers                                         
as a group (17 individuals)                2,240,011(14)             22.9%
                                                                   
----------
*  Less than 1%                                               
(1)   Except as otherwise  indicated  each person has the sole power to vote and
      dispose of all shares of Common Stock listed opposite his name.

(2)   Includes  93,150  shares of Common  Stock  issuable  upon the  exercise of
      options held by Mr. Carney and 1,186 shares of Common Stock pledged to the
      Company to secure certain obligations to the Company.

(3)   Includes  3,500 shares of Common Stock owned by Mr.  Joffe's  wife,  19196
      shares  of  Common  Stock  owned by Joffe  Marketing  International,  Inc,
      ("JMI"),  and 67,500 shares of Common Stock  issuable upon the exercise of
      options  held by Mr.  Joffe.  JMI is owned 80% by Mr.  Joffe and 20% by an
      unrelated  party. Mr. Joffe disclaims  beneficial  ownership of the shares
      owned by (a) JMI except to the extent of his equity  interest  therein and
      (b) his wife.

(4)   Includes  47,170  shares of Common Stock upon the exercise of options held
      by Mr.  Tancredi and 798 shares of Common Stock  pledged to the Company to
      secure certain obligations to the Company.

(5)   Represents  shares of Common Stock  issuable upon exercise of options held
      by Mr. Brous.


                                      -9-
<PAGE>

Item  12:  Security  Ownership  of  Certain  Beneficial  Owners  and  Management
(continued)

(6)   Includes  27,000 shares of Common Stock  issuable upon the exercise of (a)
      options  held  by Mr.  Esanu  and (b) a  warrant  held  by  Elmira  Realty
      Management Corp. Pension and Profit Sharing Plan (the "ERMC Plan").  Under
      the terms of the ERMC Plan,  Mr.  Esanu has sole  voting  and  dispositive
      power  with  respect  to the  shares  issuable  upon the  exercise  of the
      warrant.

(7)   Represents  shares of Common Stock  issuable upon exercise of options held
      by Mr. Feldman.

(8)   Represents  shares of Common Stock  issuable  upon the exercise of options
      held by Mr. Kreitman.

(9)   Represents  shares of Common Stock  issuable  upon the exercise of options
      held by Mr. Schreiber.

(10)  Represents  shares of Common Stock  issuable  upon the exercise of options
      held by Mr. Kornfeld.

(11)  Includes  11,900 shares of Common Stock  issuable upon exercise of options
      held by Mr. Gazzo.

(12)  Represents  34,246 shares of Common Stock owned by Mr.  Miller,  1,633,732
      shares of Common Stock held by Milfam I, L.P. (694,502 shares), Milfam II,
      L.P.  (110,462 shares),  the Lloyd I. Miller,  Trust A-4 (464,063 shares),
      the Lloyd A.  Miller,  Trust C (363,705  shares),  and Mr.  Miller's  wife
      (1,000  shares),  and 75,000 shares of Common Stock issuable upon exercise
      of warrants  held by the Lloyd I. Miller III Keogh Plan  (25,000  shares),
      the Lloyd I. Miller, Trust A-2 (25,000 shares) and three family trusts and
      two  custodianships  under the  uniform  gift to minors acts for his minor
      children  (25,000  shares  in  the  aggregate).  Mr.  Miller  is  (a)  the
      investment  advisor  for the  Lloyd I.  Miller,  Trust  A-2,  the Lloyd I.
      Miller,  Trust A-4, and the Lloyd I.  Miller,  Trust C, (b) the manager of
      the managing  general  partner of Milfam I, L.P. and Milfam II, L.P.,  and
      (c) the trustee of trusts and custodian of accounts for the benefit of his
      family members. The trustee of the Lloyd I. Miller,  Trusts A-2, A-4 and C
      is PNC Bank, National Association.  As a result of his investment advisory
      agreement,  Mr. Miller has shared voting and  dispositive  power as to the
      shares held by Trust A-2, Trust A-4 and Trust C. He also has shared voting
      and  dispositive  power as to the shares  issuable  upon the exercise of a
      warrant  held by the Lloyd I. Miller  trust  f/b/o  Kimberly  Miller.  Mr.
      Miller has sole  voting and  dispositive  power as to the shares of Common
      Stock and Shares  issuable upon the exercise of warrants held in custodial
      accounts and by the other trusts, except for the shares owned by his wife,
      as to which he disclaims beneficial ownership.

(13)  Helix  Investment  Partners,  L.P.  ("Helix") is a  registered  investment
      advisor.   Includes  shares  of  Common  Stock  over  which  Helix  shares
      investment  power and voting power with Helix  Convertible  Opportunities,
      L.P. which amount to more than 5% of the outstanding Common Stock.

(14)  Footnotes 2 through 12 are  incorporated  in this footnote.  Also includes
      30,765  shares of Common Stock  issuable  upon exercise of options held by
      six other officers.


                                      -10-
<PAGE>

Item 13: Certain Relationships and Related Transactions

      During 1997, Herbert H. Feldman, Howard D. Brous, Warren H. Esanu, Stanley
Kreitman and Robert  Schreiber  served as members of the Company's  Compensation
Committee.  During  1997,  Alpha Risk  Management,  Inc.,  an  independent  risk
management  consulting  company  of which  Mr.  Feldman  is  president  and sole
shareholder,  received an  aggregate of $36,000 in retainer  fees in  connection
with its provision of ongoing risk management services relating to the Company's
corporate insurance coverage. The arrangement is cancelable by either party upon
ten days prior notice.  Also during 1997,  the law firm of Esanu Katsky Korins &
Siger,  LLP, to which Mr. Esanu is of counsel,  provided  legal  services to the
Company,  for which it received  fees of $380,000.  Esanu Katsky Korins & Siger,
LLP is continuing to render legal services to the Company during 1998.

Item 14: Exhibits, Financial Statement Schedules and Reports on Form 8-K.

      (c) Exhibits.

            25.1 Power of Attorney (see signature page)


                                      -11-
<PAGE>

SIGNATURES

      Pursuant  to the  requirements  of Section  13 or 15(b) of the  Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.

                                             PORTA SYSTEMS CORP.

    Dated: April 30, 1998                    By   /s/ William V. Carney
                                                  ------------------------------
                                                      William V. Carney
                                                      Chairman of the Board and
                                                      Chief Executive Officer

      Pursuant to the  requirements  of the Securities  Exchange Act of 1934, as
amended,  the report has been signed by the  following  persons on behalf of the
Registrant and in the capacities and on the dates indicated.

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

/s/William V. Carney*         Chairman of the Board,              April 30, 1998
-------------------------     Chief Executive Officer         
   William V. Carney          and Director (Principal         
                              Executive Officer)              
                                                              
/s/Edward B. Kornfeld*        Senior Vice President and           April 30, 1998
-------------------------     Chief Financial Officer         
   Edward B. Kornfeld         (Principal Financial and        
                              Accounting Officer)             
                                                              
/s/Seymour Joffe*             Director                            April 30, 1998
-------------------------
   Seymour Joffe                                              
                                                              
/s/Michael A. Tancredi*       Director                            April 30, 1998
-------------------------                                     
   Michael A. Tancredi                                        
                                                              
/s/Howard D. Brous*           Director                            April 30, 1998
-------------------------                                     
   Howard D. Brous                                            
                                                              
/s/Warren H. Esanu*           Director                            April 30, 1998
-------------------------                                     
   Warren H. Esanu                                            
                                                              
/s/Herbert H. Feldman*        Director                            April 30, 1998
-------------------------                                     
   Herbert H. Feldman                                         
                                                              
/s/Stanley Kreitman*          Director                            April 30, 1998
-------------------------                                     
   Stanley Kreitman                                           
                                                              
/s/Lloyd I. Miller, III*      Director                            April 30, 1998
-------------------------                                     
   Lloyd I. Miller, III                                       
                                                              
/s/Robert Shreiber*           Director                            April 30, 1998
-------------------------                                     
   Robert Shreiber                                           
                              
*By /s/ William V. Carney     
-------------------------     
        William V. Carney  
        Attorney-in-fact
        April 30, 1998

                                      -12-