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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000910680-99-000002.txt : 19990108
<SEC-HEADER>0000910680-99-000002.hdr.sgml : 19990108
ACCESSION NUMBER:		0000910680-99-000002
CONFORMED SUBMISSION TYPE:	8-A12B
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		19990107

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			METRO TEL CORP
		CENTRAL INDEX KEY:			0000065312
		STANDARD INDUSTRIAL CLASSIFICATION:	TELEPHONE & TELEGRAPH APPARATUS [3661]
		IRS NUMBER:				112014231
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			0630

	FILING VALUES:
		FORM TYPE:		8-A12B
		SEC ACT:		
		SEC FILE NUMBER:	001-14757
		FILM NUMBER:		99502345

	BUSINESS ADDRESS:	
		STREET 1:		250 S MILPITAS BLVD
		CITY:			MILPITAS
		STATE:			CA
		ZIP:			95035
		BUSINESS PHONE:		3057544551

	MAIL ADDRESS:	
		STREET 1:		500 NORTH BROADWAY
		STREET 2:		SUITE 240
		CITY:			JERICHO
		STATE:			NY
		ZIP:			11753
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-A12B
<SEQUENCE>1
<DESCRIPTION>METRO-TEL CORP.  FORM 8-A
<TEXT>



                                    FORM 8-A

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                     PURSUANT TO SECTION 12(b) OR (g) OF THE
                         SECURITIES EXCHANGE ACT OF 1934



                                 METRO-TEL CORP.
              ----------------------------------------------------
             (Exact name of registrant as specified in its charter)


               Delaware                                11-2014231  
 --------------------------------------             ------------------     
(State of incorporation or organization)           (I.R.S. Employer
                                                    Identification No.)

 290 N.E. 68th Street, Miami, FL                         33138  
 ---------------------- ---------------                 ------- 
(Address of principal executive offices)               (Zip Code)

Securities to be registered pursuant to Section 12(b) of the Act:

  Title of each class                     Name of each exchange on which
  to be so registered                     each class is to be registered
  -------------------                     ------------------------------     

   Common Stock, $.025 Par Value          Chicago Stock Exchange Incorporated

If this form relates to the  registration  of a class of securities  pursuant to
Section  12(b)  of  the  Exchange  Act  and is  effective  pursuant  to  General
Instruction A.(c), check the following box. [x]

If this form relates to the  registration  of a class of securities  pursuant to
Section  12(g)  of  the  Exchange  Act  and is  effective  pursuant  to  General
Instruction A.(d), check the following box. [ ]

Securities Act registration statement file number to which this form relates:  
 Not Applicable       
                                 (if applicable)

Securities to be registered pursuant to Section 12(g) of the Act:

                                      None
                                (Title of Class)
<PAGE>



Item 1.  Description of Registrant's Securities to be Registered

                  The  total  authorized  capital  of the  Company  consists  of
200,000  shares of Preferred  Stock,  $1.00 par value per share,  and 15,000,000
shares of Common Stock, $.025 par value per share.

Preferred Stock

                  No  shares  of  Preferred   Stock  are  presently   issued  or
outstanding.  The Board of Directors has the  authority,  without  action by the
stockholders,  to create one or more  series of  Preferred  Stock and to fix the
designation,  powers,  preferences  (including  with respect to dividends and on
liquidation),  rights (including voting, dividend,  conversion, sinking fund and
redemption  rights) and  qualifications,  limitations  and  restrictions of each
series.

Common Stock

                  Each outstanding share of Common Stock is entitled to one vote
on all  matters  submitted  to a vote of  stockholders.  There is no  cumulative
voting.  Subject to the rights of any series of  Preferred  Stock which may from
time to time be outstanding,  the holders of outstanding  shares of Common Stock
are entitled to receive all dividends  declared by the Board of Directors out of
assets legally available therefor at such times and in such amounts as the Board
of Directors may from time to time determine.  Upon liquidation,  dissolution or
winding up of the  Company,  the holders of Common Stock are entitled to receive
pro rata the assets of the Company which are legally available for distribution,
after  payment of all debts and other  liabilities  and subject to the rights of
the  holders of  Preferred  Stock,  if any.  Shares of Common  Stock are neither
redeemable  nor  convertible,  and the holders  thereof  have no  preemptive  or
subscription rights to purchase any securities of the Company.

Exhibit 2.        Exhibits

                  Not Applicable.

                                       -2-

<PAGE>


                                   SIGNATURES


                  Pursuant to the  requirements  of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereunto duly authorized.


                                            METRO-TEL CORP.



Date:  January 7, 1999                       By:  /s/ Michael S. Steiner
                                                  ------------------------------
                                                  Michael S. Steiner, President



                                       -3-



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