S-8

As filed with the Securities and Exchange Commission on December 29, 2006

Registration No. 333-            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

TECHNICAL COMMUNICATIONS CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Massachusetts	04-2295040
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

100 Domino Drive, Concord, Massachusetts 01742

(Address of Principal Executive Offices) (Zip Code)

2005 NON-STATUTORY STOCK OPTION PLAN

(Full Title of the Plan)

Carl H. Guild, Jr.

President & Chief Executive Officer

Technical Communications Corporation

100 Domino Drive

Concord, Massachusetts 01742

(Name and Address of Agent For Service)

(978) 287-5100

(Telephone Number, Including Area Code, of Agent For Service)

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered(1)	Proposed Maximum Offering Price per Share(2)		Proposed Maximum Aggregate Offering Price(2)		Amount of Registration Fee(2)
Common Stock, $.10 par value(3)	50,000	$	3.075	$	153,750	$	16.45

(1) Pursuant to Rule 416, there are also being registered such additional shares of Common Stock as may become issuable pursuant to stock splits or similar transactions.

(2) The proposed maximum offering price per share and maximum aggregate offering price have been estimated pursuant to Rule 457(h) and (c) solely for the purpose of calculating the registration fee, based upon the average of the bid and asked prices of the Common Stock on the Over-The-Counter Bulletin Board on December 27, 2006.

(3) Includes rights to purchase common stock of the Registrant attached to the common stock pursuant to a Right Agreement entered into on August 6, 2004 in connection with the registrant’s Shareholder Rights Plan, whereby one right is deemed to be delivered with each share of common stock issued by the registrant. Such rights currently are not separately transferable apart from the common stock, and they are not exercisable until the occurrence of certain events. Accordingly, no independent value has been attributed to such rights.

EXPLANATORY NOTE

Included in this Registration Statement on Form S-8 is an additional 50,000 shares of the common stock, $.10 par value, of the Registrant authorized for issuance under the Technical Communications Corporation 2005 Non-Statutory Stock Option Plan, as amended (the “Plan”). Following the registration of the additional 50,000 shares under this Registration Statement, a total of 150,000 shares will be registered under the Plan.

STATEMENT OF INCORPORATION BY REFERENCE

Pursuant to General Instruction E of Form S-8, this Registration Statement incorporates by reference the Registrant’s Registration Statement on Form S-8 (Registration No. 333-127447) as filed on August 11, 2005 relating to the registration of 100,000 shares issuable under the Plan.

PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

The following documents filed by the Registrant with the Securities and Exchange Commission are hereby incorporated by reference in this Registration Statement on Form S-8:

1. The Registrant’s Annual Report on Form 10-KSB for the fiscal year ended September 30, 2006;

2. All other reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) since the end of the fiscal year covered by the Annual Report referred to in (a) above; and

3. The descriptions of the Registrant’s Common Stock ($.10 par value) contained in the Registrant’s registration statements filed under Section 12 of the Exchange Act, including any amendment or report filed for the purpose of updating such description.

In addition, all documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to such time as the Registrant files a post-effective amendment to this Registration Statement on Form S-8 which indicates that all securities offered hereby have been sold, or which deregisters all of such securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement on Form S-8 and to be a part hereof from the date of filing of such documents.

Item 8. Exhibits

The Exhibit Index immediately preceding the exhibits is incorporated herein by reference.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this Registration Statement on Form S-8 and has duly caused this Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Concord, Commonwealth of Massachusetts, on this 29th day of December, 2006.

TECHNICAL COMMUNICATIONS CORPORATION
By:	/s/ Carl H. Guild, Jr.
	Carl H. Guild, Jr., President
	and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-8 has been signed by the following persons in the capacities and on the dates indicated.

NAME	TITLE	DATE
/s/ Carl H. Guild, Jr.	President, Chief Executive Officer	December 29, 2006
Carl H. Guild, Jr.	and Chairman of the Board
	(Principal executive officer)
/s/ Michael P. Malone	Chief Financial Officer and Treasurer	December 29, 2006
Michael P. Malone	(Principal financial and accounting officer)
/s/ Mitchell B. Briskin	Director	December 29, 2006
Mitchell B. Briskin
/s/ Robert T. Lessard	Director	December 29, 2006
Robert T. Lessard
/s/ Thomas E. Peoples	Director	December 29, 2006
Thomas E. People

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Exhibit Index

Exhibit Number	Description
5*	Opinion of White White & Van Etten LLP
10.1	Technical Communications Corporation 2005 Non-Statutory Stock Option Plan (Incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-QSB, File No. 0-08588, filed May 10, 2005.)
10.2*	Amendment to Technical Communications Corporation 2005 Non-Statutory Stock Option Plan
23.1*	Consent of Vitale, Caturano & Company Ltd.
23.2*	Consent of White White & Van Etten LLP (included in Exhibit 5)

* Filed herewith.

EX-5

Exhibit 5

WHITE WHITE & VAN ETTEN LLP

55 Cambridge Parkway

Cambridge, MA 02142

December 29, 2006

Technical Communications Corporation

100 Domino Drive

Concord, Massachusetts 01742

Re: 2005 Non-Statutory Stock Option Plan, as amended

Ladies and Gentlemen:

We have assisted Technical Communications Corporation (the “Company”), a Massachusetts corporation, in the preparation of a Registration Statement on Form S-8 (the “Registration Statement”) to be filed with the Securities and Exchange Commission in connection with the registration of 50,000 shares (the “Shares”) of the Company’s Common Stock, $.10 par value per share, issuable under the Company’s 2005 Non-Statutory Stock Option Plan, as amended (the “Plan”), as that number may be adjusted from time to time pursuant to the provisions of the Plan.

We have examined the Articles of Organization of the Company (as amended to date), the Amended and Restated By-Laws of the Company, and originals, or copies certified to our satisfaction, of all pertinent records of the meetings of the directors and stockholders of the Company, the Registration Statement and such other documents relating to the Company as we have deemed material for the purposes of this opinion.

In examination of the foregoing documents, we have assumed the genuineness of all signatures and the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, photostatic or facsimile copies, and the authenticity of the originals of any such documents. We have further assumed that all information contained in all documents reviewed by us is true and complete and that each grant of an award pursuant to the Plan will be duly authorized.

Based on the foregoing, we are of the opinion that the Shares have been duly authorized for issuance under the Plan, and the Shares, when issued and paid for in accordance with the terms of the Plan, will be legally issued, fully-paid and nonassessable.

This opinion is based upon currently existing statutes, rules, regulations and judicial decisions, and we disclaim any obligation to advise you of any change in any of these sources of law or subsequent legal or factual developments which might affect any matters or opinions set forth herein. Please note that we are opining as to the matters expressly set forth herein, and no opinion should be inferred as to any other matters. This opinion is solely for your benefit in connection with the filing of the Registration Statement and may not be quoted or relied upon by any other person or used for any other purpose, without our prior written consent.

We hereby consent to the filing of this opinion with the Securities and Exchange Commission in connection with the Registration Statement in accordance with the requirements of Item 601(b)(5) of Regulation S-B under the Securities Act of 1933, as amended (the “Securities Act”). In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Securities and Exchange Commission.

Very truly yours,

/s/ White White & Van Etten LLP

WHITE WHITE & VAN ETTEN LLP

EX-10.2

Exhibit 10.2

Amendment to Technical Communications Corporation 2005 Non-Statutory Stock Option Plan

Pursuant to the resolution of the Board of Directors of Technical Communications Corporation adopted on November 9, 2006, Section 4(a) of the Technical Communications Corporation 2005 Non-Statutory Stock Option Plan is hereby amended by deleting the number “100,000” and inserting in its place the number “150,000” so that the first sentence of Section 4(a) now reads as follows:

“Subject to the provisions of Section 12 of this Plan, the maximum aggregate number of shares of Common Stock for which Options may be granted under the Plan is 150,000 shares of Common Stock.”

TECHNICAL COMMUNICATIONS CORPORATION

/s/ David A. White

David A. White, Secretary

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

As independent registered public accountants, we hereby consent to the use of our report dated October 31, 2006 relating to the consolidated financial statements of Technical Communications Corporation as of and for the year ended September 30, 2006 in this Registration Statement on Form S-8 and to the reference to our Firm under the heading “Exhibit Index”, which is part of this registration statement.

/s/ Vitale, Caturano & Company Ltd.

Vitale, Caturano & Company Ltd.

Boston, Massachusetts

December 29, 2006