8-K

                       SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549


                                    Form 8-K

                                 Current Report

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

         Date of Report (Date of earliest event reported): June 25, 1996

                               Porta Systems Corp.
             (Exact name of Registrant as Specified in its Charter)

          Delaware                   1-8191                  11-2203988
 (State or other jurisdiction     (Commission               (IRS Employer
       of incorporation             File No.)            Identification No.)

                575 Underhill Boulevard, Syosset, New York 11791
                     (Address of Principal Executive Office)


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




Item 5.   Other Events.

     Filed  as an  exhibit  to  this  Report  on  Form  8-K  is a  copy  of  the
Registrant's  press release relating to its reaudit of its financial  statements
for the year ended December 31, 1995.

Item 7.   Financial Statements and Exhibits.

          (c)  Exhibits

           99.1. Press Release dated June 25, 1996.





                                    SIGNATURE

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                                                    PORTA SYSTEMS CORP.      
                                                 
                                                 
                                                 
                                                        Warren H. Esanu
Date: June 27, 1996                                     Warren H. Esanu
                                                        Chairman of the Board
                                   


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EX-99

News Release                                                 PORTA SYSTEMS CORP.

FOR IMMEDIATE RELEASE

For Further Information Contact:
Mr. Edward B. Kornfeld
Chief Financial Officer
Porta Systems Corp.
(516) 364-9300

                               PORTA SYSTEMS CORP.

     Syosset, NY (June 25, 1996). Porta Systems Corp.  (ASE-PSI) announced today
that it has been advised by the staff of the Securities and Exchange  Commission
(SEC) that it is the SEC staff's position that the independence of the Company's
current  auditors,  KPMG Peat Marwick L.L.P.,  is adversely  impacted by certain
relationships  involving the auditors and KPMG BayMark  Strategies  LLC, and Mr.
Edward R. Olson, the President of KPMG BayMark Strategies who is also serving as
the Company's interim president and chief operating officer.

     The only  question  raised by the staff  concerns the  independence  of the
auditors in connection with the Company's 1995 financial statements. The Company
has been advised by KPMG Peat Marwick that the  accounting  firm  disagrees with
the staff's position on the  independence  issue. The SEC staff has not made any
claim  that the  Company  acted  improperly  in  preparing  its  1995  financial
statements.  Under the circumstances,  the Company is arranging to have its 1995
financial statements reaudited by another nationally recognized accounting firm.
Porta  Systems does not believe that such reaudit will result in any change from
the 1995 financial statements previously filed in the Company's Form 10-K Annual
Report.

     As previously reported,  and unrelated to the KPMG Peat Marwick matter, the
Company  does  not  presently  satisfy  all of  the  American  Stock  Exchange's
financial guidelines for the continued listing of its common stock. In the event
that this situation is not remedied,  there can be no assurance that the listing
of its common stock will continue.

     Porta Systems designs,  manufactures,  markets and supports  communications
equipment used in telecommunications, voice, video and data networks worldwide.

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