SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                    FORM 8-K


                                 Current Report


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


        Date of Report (Date of earliest event reported): March 13, 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 Underhilll Blvd., Syosset, New York 11791
                    (Address of Principal Executive Office)


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



Item 2. Acquisition or Disposition of Assets.

     On March  13,  1996,  the  Company  sold the  assets  of its  fiber  optics
management  and  component  business  segment to Augat Inc. for $7.9 million and
assumption by the buyer of  approximately  $1.4 million of certain  liabilities.
The Company received,  at closing $6.8 million.  The balance of $1.1 million was
placed in escrow and will be released  over the next twelve  months based on the
satisfaction  of certain  conditions,  including a final valuation of the assets
sold.  The  Company's  fiber optics  business,  which  included the fiber optics
business  conducted  through  its  subsidiaries,  Aster  Corporation  and  Aster
(Ireland) Limited,  generated approximately $6.5 million of revenue in 1995. The
sale proceeds were used to reduce the Company's  outstanding  senior debt and to
provide  working  capital for the Company's  other  operations.  The sale of the
fiber  optics   business   permitted   the  Company  to  close  two   facilities
(Massachusetts and Ireland) and to reduce its level of personnel significantly.

Item 5. Other Events.

     Exchange Offer

     On November 30, 1995, the Company made an offer (the  "Exchange  Offer") to
the holders of the Company's 6%  convertible  subordinated  debentures  due 2002
(the "Debentures").  Pursuant to the Exchange Offer, the Company agreed to issue
97 shares of the Company's common stock and $767.22  principal amount of its new
Zero  Coupon  Senior  Subordinated  Convertible  Notes due  January 2, 1998 (the
"Notes") for each $1,000 principal amount Debentures exchanged.  As of March 25,
1996, approximately 80% of the outstanding Debentures had been exchanged.

     As a result of the Exchange Offer, as of March 25, 1996, the Company issued
Notes in the aggregate  principal amount of $22.1 million and issued 2.8 million
shares of Common Stock in exchange for  Debentures  in the  principal  amount of
$28.8  million.  As of such date, the principal  amount of Debentures  remaining
outstanding  was $7.3 million.  The Company is in default on payment of interest
on the Debentures  which were not exchanged.  The Company has no past or ongoing
interest  obligation respect to either Notes issued or the Debentures which were
exchanged.  The aggregate annual interest obligation on the Debentures which had
been  converted at March 25, 1996 is  approximately  $1.7 million.  The Exchange
Offer is continuing.

     Amendment and Extension of Loan Agreement

     On March 13, 1996,  the Company  amended and extended its Loan and Security
Agreement  (the "Loan  Agreement" and the amendment of the Loan  Agreement,  the
"Amendment") with its senior lender, Foothill Capital Corporation  ("Foothill").
Pursuant to the Amendment,  the term of the Loan Agreement and the maturity date
of notes issued to Foothill  pursuant to the Loan  Agreement  were extended from
November  30, 1996 to November 30, 1998 and events of defaults as of the date of
the  Amendment  were waived by Foothill.  In addition,  the Loan  Agreement,  as
amended, provides for a $2.0 million revolving line of credit and a $7.0 million
letter of credit and  letters of credit  guarantee  facility.  This  facility is
limited to a borrowing base that is equal to 80% of eligible accounts receivable
and 60% of  eligible  inventory.  Interest  will be charged  on all  outstanding
borrowings  (except  for  undrawn  letters  of  credit  and  letters  of  credit
guarantees) at 12% per annum. The Loan Agreement, as amended,  requires facility
fees of $600,000 annually,  payable at a rate of $50,000 per month commencing on
November 30, 1996 and continuing to the end of the Loan Agreement. The Amendment
also provided for the deferral to November 30, 1998,  of certain  fees,  some of
which were  represented by fee notes,  aggregating  approximately  $3.1 million,
which were due during 1995 and 1996.



     The Amendment  provides for  amortization of the principal of the term loan
commencing  on June 30,  1997 as  follows:  $250,000  on each of June 30,  1997,
September  30, 1997 and on December 31, 1997,  and $325,000 on each of March 31,
1998 and on the last day of each quarter  hereafter  during the term of the Loan
Agreement.  The Loan  Agreement,  as amended,  also requires the Company to make
additional  principal  paydowns,  beginning  with  June  30,  1997,  based on an
"Adjusted  Cash  Flow  Amount"  formula  calculation.   In  addition,  the  Loan
Agreement, includes an interest coverage ratio measured quarterly beginning with
the quarter ending June 30, 1996. In connection with the Amendment,  the Company
issued to  Foothill,  Warrants to purchase  1,000,000  shares of Common Stock at
$1.00 per share.

Item 7. Financial Statements and Exhibits.

     (c) Exhibits

     1. Asset  Purchase  Agreement  dated as of March 6, 1996 by and among Augat
Inc., Porta Systems Corp. and certain of its Subsidiaries.(1)

     2.  Amendment  Number  Three to  Amended  and  Restated  Loan and  Security
Agreement  dated  March 12,  1996,  between the  Company  and  Foothill  Capital
Corporation.(1)

     3.  Indenture  dated as of  November  30,  1995,  between  the  Company and
American Stock Transfer & Trust Company.(1)

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(1)  To be filed as an exhibit to the Company's  Form 10-K Annual Report for the
     year ended December 31, 1995.

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                                   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.

                                                EDWARD B. KORNFELD
Date: March 28, 1996

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