                                      


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   -----------

                                    FORM 8-A

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



                                   ACCOM, INC.
                                   -----------
             (Exact Name of Registrant as Specified in Its Charter)



                 Delaware                                       94-3055907
- ----------------------------------------                    ------------------
(State of Incorporation or Organization)                     (IRS Employer
                                                            Identification No.)


   1490 O'Brien Drive, Menlo Park, CA                             94025
- ----------------------------------------                       ----------
(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
         -------------------                     ------------------------------
                None                                         None

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

                         Preferred Share Purchase Rights
                         -------------------------------
                                (Title of Class)


<PAGE>

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

         Effective  as of  September  3, 1996,  the Board of Directors of Accom,
Inc. (the  "Company")  declared a dividend of one preferred share purchase right
(a "Right") for each  outstanding  share of Common Stock,  $0.001 par value (the
"Common Shares"),  of the Company. The dividend is payable on September 24, 1996
(the  "Record  Date") to  stockholders  of record as of the close of business on
that date.  Each Right  entitles  the  registered  holder to  purchase  from the
Company one one-thousandth of a share of Series A Participating Preferred Stock,
$0.001  par  value,  of  the  Company  (the  "Preferred  Shares"),   subject  to
adjustment,  at a price of $20 per one-thousandth of a preferred share,  subject
to adjustment  (the "Purchase  Price").  The description and terms of the Rights
are set forth in a Preferred  Shares Rights  Agreement (the "Rights  Agreement")
dated as of  September  13, 1996  between the  Company and U.S.  Stock  Transfer
Corporation, as Rights Agent (the "Rights Agent").

         The  following  is a general  description  only and is  subject  to the
detailed  terms and  conditions  of the Rights  Agreement.  A copy of the Rights
Agreement,  including  the  Certificate  of  Designation,  the  form  of  Rights
Certificate  and the  Summary of Rights to be provided  to  stockholders  of the
Company,  is  attached  as  Exhibit  1 to  this  Registration  Statement  and is
incorporated herein by reference. 

Rights Evidenced by Common Share Certificates

         The Rights will not be exercisable until the Distribution Date (defined
below).  Accordingly,  Common Share certificates  outstanding on the Record Date
will evidence the Rights related thereto,  and Common Share certificates  issued
after the Record Date will contain a notation incorporating the Rights Agreement
by reference.  Until the Distribution Date (or earlier  redemption,  exchange or
expiration  of the Rights),  the surrender or transfer of any  certificates  for
Common  Shares,  even without  notation or a copy of the Summary of Rights being
attached  thereto,  will also  constitute the transfer of the Rights  associated
with the Common Shares represented by such certificate.

                                      -2-
<PAGE>

Distribution Date

         The Rights will separate from the Common Shares,  certificates  for the
rights  ("Rights  Certificates")  will be  issued  and the  Rights  will  become
exercisable  upon the earlier of: (i) the close of business on the tenth day (or
such later date as may be  determined  by a majority of the Board of  Directors,
excluding directors  affiliated with the Acquiring Person, as defined below (the
"Continuing  Directors")) following a public announcement that a person or group
of  affiliated  or  associated  persons has  acquired,  or obtained the right to
acquire,  beneficial  ownership of 15% or more of the outstanding  Common Shares
(an "Acquiring  Person") or (ii) the close of business on the tenth day (or such
later date as may be  determined  by a  majority  of the  Continuing  Directors)
following the commencement of a tender offer or exchange offer, the consummation
of which would result in the beneficial ownership by a person or group of 15% or
more of the outstanding  Common Shares. The earlier of such dates is referred to
as the  "Distribution  Date".  

Issuance of Rights Certificates, Expiration of Rights

         As soon as practicable following the Distribution Date, separate Rights
Certificates  will be mailed to holders of record of the Common Shares as of the
close of business on the Distribution Date and such separate Rights Certificates
alone will  evidence  the Rights from and after the  Distribution  Date.  Unless
otherwise  determined by the Board of Directors,  all Common Shares issued prior
to the Distribution Date will be issued with Rights.  Common Shares issued after
the  Distribution  Date may be issued  with Rights if such shares are issued (i)
upon the exercise, conversion or exchange of securities issued after adoption of
the Rights  Agreement or (ii) pursuant to the exercise of stock options or under
any employee benefit plan or arrangement.  Except as otherwise determined by the
Board of Directors,  no other Common Shares issued after the  Distribution  Date
will be issued with  Rights.  In  addition,  no Common  Shares  issued after the
Distribution  Date will be issued with Rights if such  issuance  would result in
(or create a significant  risk) (i) of material  adverse tax consequences to the
Company or the person to whom such  Rights  Certificate  would be issued or (ii)
that such options or plans would not qualify for otherwise available special tax
treatment.  The Rights will expire on September  3, 2006 (the 



                                      -3-
<PAGE>

"Final Expiration Date"), unless the Final Expiration Date is extended or unless
the Rights are  earlier  redeemed  or  exchanged  by the  Company or expire upon
consummation of certain mergers, consolidations or sales of assets, as described
below.

Initial Exercise of the Rights

         Following the Distribution Date, and until the occurrence of one of the
subsequent  events  described  below,  holders of the Rights will be entitled to
receive,  upon exercise and the payment of $20 (the "Purchase Price") per Right,
one one-thousandth of a Preferred Share.

Exchange Provision

         At any time after an Acquiring  Person has become such and prior to the
Acquiring  Person  beneficially  owning  50% or more of the  outstanding  Common
Shares,  the Board of Directors  of the Company may  exchange the Rights  (other
than Rights owned by the  Acquiring  Person or its  affiliates),  in whole or in
part,  at  an  exchange  ratio  of  one  Common  Share  per  Right  (subject  to
adjustment). 

Right to Buy Common Shares at Half Price

         Unless the Rights are earlier redeemed or exchanged,  in the event that
an Acquiring Person becomes such, other than pursuant to a tender offer which is
made for all of the outstanding  Common Shares and approved by a majority of the
Continuing  Directors  after  determining  that the offer is both  adequate  and
otherwise  in the  best  interests  of  the  Company  and  its  stockholders  (a
"Permitted Offer"),  then proper provision will be made so that each holder of a
Right which has not theretofore been exercised  (other than Rights  beneficially
owned by the Acquiring  Person,  which will  thereafter be void) will thereafter
have the right to receive,  upon exercise of a Right,  a number of Common Shares
having a then current value equal to two times the Purchase  Price. In the event
that the Company does not have a sufficient  number of Common Shares  available,
or the Board  decides  that such  action is  necessary  or  appropriate  and not
contrary  to the  interests  of Rights  holders,  the Company  may,  among other
things,  instead  substitute  cash,  assets or other  securities  for the Common
Shares into which the Rights would have otherwise been exercisable. 



                                      -4-
<PAGE>

Right to Buy Acquiring Company Stock at Half Price

         Similarly,  unless the Rights are earlier redeemed or exchanged, in the
event  that,  after the Shares  Acquisition  Date (as  defined  below),  (i) the
Company  consolidates  with or merges into another  entity,  (ii) another entity
consolidates  with or merges  into the  Company  or (iii) the  Company  sells or
otherwise  transfers 50% or more of its  consolidated  assets or earning  power,
proper  provision  must be made so that  each  holder  of a Right  which has not
theretofore  been  exercised  (other  than  Rights  beneficially  owned  by  the
Acquiring Person,  which will thereafter be void) will thereafter have the right
to receive,  upon exercise,  a number of shares of common stock of the acquiring
company  having a then  current  value  equal to two  times the  Purchase  Price
(unless the transaction  satisfies certain  conditions and is consummated with a
person who  acquired  shares  pursuant to a Permitted  Offer,  in which case the
Rights will expire). 

Adjustments to Prevent Dilution

         The  Purchase  Price  payable,  the  number of Rights and the number of
Preferred  Shares,  Common Shares or other securities or property  issuable upon
exercise  of the Rights are subject to  adjustment  from time to time to prevent
dilution  as set forth in the Rights  Agreement.  With  certain  exceptions,  no
adjustment in the Purchase Price will be required until  cumulative  adjustments
require an adjustment of at least 1% in such Purchase Price.

Rights and Preferences of the Preferred Shares

         Preferred  Shares  purchasable  upon exercise of the Rights will not be
redeemable.  Each Preferred  Share will be entitled to an aggregate  dividend of
1,000 times the dividend declared per Common Share. In the event of liquidation,
the  holders  of  the  Preferred  Shares  will  be  entitled  to a  preferential
liquidation  payment equal to accrued but unpaid  dividends  plus the greater of
$1,000 per share or 1,000 times the aggregate per share amount to be distributed
to the holders of Common  Shares.  Each  Preferred  Share will have 1,000 votes,
voting together with the holders of Common Shares,  except as required by law or
the Certificate of Determination of Rights, Preferences and Privileges of Series
A Participating  Preferred  Stock. In the event of any merger,  


                                      -5-
<PAGE>

consolidation  or other  transaction  in which  Common  Shares  are  changed  or
exchanged,  each  Preferred  Share will be entitled  to receive  1,000 times the
amount  received  per Common  Share.  These  rights are  protected  by customary
anti-dilution provisions. Because of the nature of the dividend, liquidation and
voting  rights of the  Preferred  Shares,  the  value of the one  one-thousandth
interest in a Preferred  Share  purchasable  upon  exercise of each Right should
approximate the value of one Common Share.

Redemption

         At any time prior to the close of  business  on the  earlier of (i) the
tenth  day  following  the  date  (the  "Shares  Acquisition  Date")  of  public
announcement  that an Acquiring Person has become such or such later date as may
be determined by a majority of the Continuing  Directors and publicly  announced
by the Company or (ii) the Final Expiration Date of the Rights,  the Company may
redeem  the  Rights  in  whole,  but not in part,  at a price of $0.01 per Right
("Redemption Price"). 

No Stockholders' Rights Prior to Exercise

         Until a Right is exercised,  the holder thereof,  as such, will have no
rights as a stockholder  of the Company  (other than any rights  resulting  from
such holder's ownership of Common Shares),  including,  without limitation,  the
right to vote or to receive dividends. 

Amendment of Rights Agreement

         The provisions of the Rights  Agreement may be  supplemented or amended
by the Board of Directors in any manner prior to the  Distribution  Date without
the approval of Rights holders.  After the Distribution  Date, the provisions of
the Rights Agreement may be supplemented or amended by the Board in order to (i)
cure any  ambiguity,  defect or  inconsistency,  (ii) to make changes  which are
deemed  necessary  or advisable  and do not  adversely  affect the  interests of
holders of Rights (excluding the interests of any Acquiring Person), or (iii) to
shorten  or  lengthen  any time  period  under the Rights  Agreement;  provided,
however,  that no amendment to lengthen (A) the time period governing redemption
shall be made at such time as the  Rights are not  



                                      -6-
<PAGE>

redeemable,  or (B) any other  period  unless  for the  purpose  of  protecting,
enhancing  or  clarifying  the rights of,  and/or  benefits  to, the  holders of
Rights.

Certain Anti-takeover Effects

         The Rights  approved by the Board are  designed to protect and maximize
the value of the outstanding  equity interests in the Company in the event of an
unsolicited  attempt by an acquiror to take over the Company,  in a manner or on
terms not  approved  by the Board of  Directors.  Takeover  attempts  frequently
include coercive  tactics to deprive a corporation's  Board of Directors and its
stockholders   of  any  real   opportunity  to  determine  the  destiny  of  the
corporation.  The Rights have been  declared by the Board in order to deter such
tactics,  including a gradual accumulation of shares in the open market of a 15%
or greater  position to be followed by a merger or a partial or two-tier  tender
offer  that does not treat all  stockholders  equally.  These  tactics  unfairly
pressure stockholders,  squeeze them out of their investment without giving them
any real choice and deprive them of the full value of their shares.

         The Rights are not  intended  to prevent a takeover  of the Company and
will not do so.  The  Rights  are not  exercisable  in the event of a  Permitted
Offer,  as described  above.  The Rights may be redeemed by the Company at $0.01
per Right within ten days (or such later date as may be determined by a majority
of the  Continuing  Directors)  after  the  accumulation  of 15% or  more of the
Company's outstanding Common Shares by a single acquiror or group.  Accordingly,
the Rights  should not preclude any merger or business  combination  approved by
the Board of  Directors.  Issuance  of the Rights does not in any way weaken the
financial  strength of the Company or  interfere  with its business  plans.  The
issuance  of the  Rights  has no  immediate  dilutive  effect,  will not  affect
reported  earnings  per share,  should  not be taxable to the  Company or to its
stockholders  and will not  change  the way in which the  Company's  shares  are
presently  traded.  The  Company's  Board of Directors  believes that the Rights
represent a sound and  reasonable  means of  addressing  the  complex  issues of
corporate  policy  created by the current  takeover  environment.  However,  the
Rights  may have the effect of  rendering  more  difficult  or  discouraging  an
acquisition  of the Company deemed  undesirable  by the Board of Directors.  The


                                      -7-
<PAGE>

Rights may cause  substantial  dilution  to a person or group that  attempts  to
acquire the Company on terms or in a manner not approved by the Company's  Board
of  Directors,  except  pursuant  to an offer  conditioned  upon  the  negation,
purchase or redemption of the Rights. 

Item 2.           Exhibits.

                  1.      Preferred  Shares  Rights   Agreement,   dated  as  of
                          September 13, 1996, between Accom, Inc. and U.S. Stock
                          Transfer  Corporation,  including the  Certificate  of
                          Designation of Rights,  Preferences  and Privileges of
                          Series A Participating  Preferred  Stock,  the form of
                          Rights  Certificate and the Summary of Rights attached
                          thereto as Exhibits A, B and C, respectively.


                                      -8-
<PAGE>

                                    SIGNATURE

         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, thereto duly authorized.

                                   ACCOM, INC.


Date:  September 18, 1996       By    /s/ Robert L. Wilson
                                      ------------------------------------------
                                      Robert L. Wilson
                                      Executive Vice President, Chief Operating 
                                      Officer and Chief Financial Officer



                                      -9-
<PAGE>

                                   ACCOM, INC.

                       REGISTRATION STATEMENT ON FORM 8-A

                                  EXHIBIT INDEX




         Exhibit
           No.                                    Exhibit
    ------------------    ------------------------------------------------------

            1             Preferred  Shares  Rights   Agreement,   dated  as  of
                          September 13, 1996, between Accom, Inc. and U.S. Stock
                          Transfer  Corporation,  including the  Certificate  of
                          Designation of Rights,  Preferences  and Privileges of
                          Series A Participating  Preferred  Stock,  the form of
                          Rights  Certificate and the Summary of Rights attached
                          thereto as Exhibits A, B and C, respectively.





                                      -10-

