EXHIBIT 4.16

                 AMENDMENT NUMBER EIGHT TO AMENDED AND RESTATED
                           LOAN AND SECURITY AGREEMENT

      This  Amendment  Number  Eight to Amended and  Restated  Loan and Security
Agreement  ("Amendment")  is entered  into as of April 10,  2000 by and  between
FOOTHILL CAPITAL CORPORATION,  a California corporation ("Foothill"),  and PORTA
SYSTEMS CORP., a Delaware corporation ("Borrower"), in light of the following:

      A. Borrower and Foothill have previously entered into that certain Amended
and Restated  Loan and  Security  Agreement,  dated as of November 28, 1994,  as
amended as of February 13,  1995,  March 30,  1995,  March 12, 1996,  August 26,
1997, November 30, 1997, August 1, 1998 and December 1, 1998 (collectively,  the
"Agreement").

      B. Borrower and Foothill desire to further amend the Agreement as provided
for and on the conditions herein.

      NOW,  THEREFORE,  Borrower  and  Foothill  hereby  amend the  Agreement as
follows:

      1.  DEFiNITIONS.  All initially  capitalized  terms used in this Amendment
shall  have the  meanings  given to them in the  Agreement  unless  specifically
defined herein.

      2. AMENDMENT.

      A. The  definition  of "Renewal  Date" in Section 1.1 of the  Agreement is
hereby amended to read as follows:

      "'Renewal Date' means July 3,2001."

      B. Section 3.4 of the Agreement is hereby amended to read as follows:

      3.4 Term.  This  Agreement  shall become  effective upon the execution and
delivery  hereof by Borrower and  Foothill and shall  continue in full force and
effect for a term  ending on July 3,  2001,  and the  maturity  date of the Term
Note, the Deferred  Funding Fee Note and the NWE Deferred Fee Note shall also be
July 3, 2001.  The foregoing  notwithstanding,  Foothill shall have the right to
terminate its  obligations  under this Agreement  immediately and without notice
upon the occurrence and during the continuation of an Event of Default.

      3.  REPRESENTATIONS  AND  WARRANTIES.  Borrower hereby affirms to Foothill
that all of Borrower's representations and warranties set forth in the Agreement
are true, complete and accurate in all respects as of the date hereof.

      4.  NO DEFAULTS. Borrower  hereby  affirms  to  Foothill  that no Event of
Default has occurred and is continuing as of the date hereof.


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      5. CONDITION  PRECEDENT.  The effectiveness of this Amendment is expressly
conditioned  upon each of the  following:  a) receipt by Foothill of an executed
copy of  this  Amendment,  and b)  Borrower's  agreement,  as  evidenced  by its
signature on this Amendment,  to modify its outstanding  Warrants dated November
28, 1994 and March 12, 1996,  respectively,  to reset the Exercise Price therein
defined to $2.00 per share.

      6. COSTS AND  EXPENSES.  Borrower  shall pay to Foothill all of Foothill's
out-of-pocket costs and expenses  (including,  without limitation,  the fees and
expenses of its  counsel,  which  counsel may include any local  counsel  deemed
necessary, search fees, filing and recording fees, documentation fees, appraisal
fees,  travel  expenses,   and  other  fees)  arising  in  connection  with  the
preparation,   execution,  and  delivery  of  this  Amendment  and  all  related
documents.

      7.  LIMITED  EFFECT.  In the  event of a  conflict  between  the terms and
provisions of this Amendment and the terms and provisions of the Agreement,  the
terms and provisions of this Amendment shall govern. In all other respects,  the
Agreement,  as amended and supplemented  hereby,  shall remain in full force and
effect.

      8.  COUNTERPARTS; EFFECTIVENESS.  This  Amendment  may be  executed in any
number of counterparts and by different parties on separate  counterparts,  each
of which when so executed and delivered  shall be deemed to be an original.  All
such counterparts,  taken together, shall constitute one and the same Amendment.
This  Amendment  shall become  effective  upon the execution of a counterpart of
this Amendment by each of the parties hereto.

      IN WITNESS WHEREOF,  the parties hereto have executed this Amendment as of
the date first set forth above.

                                             FOOTHILL CAPITAL CORPORATION,
                                             a California corporation


                                             By: [Illegible}
                                                -------------------------------
                                             Title: Sr VP
                                                   ----------------------------


                                             PORTA SYSTEMS CORP.,
                                             a Delaware corporation


                                             By:  [Illegible]
                                                -------------------------------
                                             Title: Sr VP
                                                   ----------------------------


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