SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC 20549

                                  FORM S-8

                          Registration Statement
                                 Under the
                          Securities Act of 1933


                    Gentner Communications Corporation
           ------------------------------------------------------
           (Exact Name of Registrant as Specified in Its Charter)

                    Utah                               87-0398877
       ------------------------------                ---------------   
       (State or Other Jurisdiction of              (I.R.S. Employer
       Incorporation or Organization)              Identification No.)


      1825 West Research Way, Salt Lake City, Utah            84119
- ----------------------------------------------------------------------
        (Address of Principal Executive Office)             (Zip Code) 
  

                             1990 Incentive Plan
- ----------------------------------------------------------------------
                          (Full Title of the Plan)

Russell D. Gentner, 1825 West Research Way, Salt Lake City, Utah 84119
- ----------------------------------------------------------------------
                   (Name and Address of Agent For Service)

                               (801) 975-7200
- ----------------------------------------------------------------------
        (Telephone Number, Including Area Code, of Agent For Service)



                       CALCULATION OF REGISTRATION FEE
======================================================================

                                  Proposed(1)  Proposed(2)
 Title of                         Maximum      Maximum
Securities         Amount         Offering    Aggregate    Amount of(3)
   to be            to be           Price     Offering   Registration
Registered       Registered       Per Share      Price        Fee
- ----------------------------------------------------------------------

Common Stock    800,000 shares     $0.8125     $650,000     $224
======================================================================

(1)  The maximum offering price per share of the securities is calculated
based on Rule 457(c).  The maximum offering price is $0.8125
based on the average of the bid and asked price on August 28, 1996.

(2) The maximum aggregate offering price equals 800,000 shares
multiplied by the offering price of $0.8125 equaling $650,000.

(3) The amount of the Registration Fee equals $224.  This amount
is arrived at by multiplying the maximum aggregate offering price of
$650,000 by 1/29th of 1%.





Incorporation of Registration Statement by Reference.

          The contents of Gentner Communications Corporation's (the
"Company") S-8 Registration Statement filed with the Securities and
Exchange Commission as file number 33-65848, is hereby incorporated by
reference in its entirety.



BASIS FOR FILING OF REGISTRATION.

          The Company is filing this Registration Statement as the
Board of Directors of the Company has determined to increase by eight
hundred thousand (800,000) the number of shares of its Common Stock
available for issuance under its 1990 Incentive Plan.  



EXHIBITS

          The following documents are filed as exhibits to this Form
S-8. 


Exhibit Number                    Description

     5          Opinion of Jones, Waldo, Holbrook & McDonough
                regarding the legality of the securities being
                registered hereunder.
     
     23         Consent of Independent Auditors, Ernst & Young LLP.



                             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 the requirements for filing on Form S-8 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Salt Lake City,
State of Utah, on September 4, 1996.

                                   GENTNER COMMUNICATIONS CORPORATION


                                   By: /s/ RUSSELL D. GENTNER
                                       ------------------------------
                                       Russell D. Gentner
                                       Chief Executive Officer
                                       (principal executive officer)
                                   
                                   By: /s/ DAVID L. HARMON
                                       ------------------------------
                                       David L. Harmon
                                       Chief Financial Officer          
                                       (principal financial &
                                       accounting officer)


          In addition to the signature of the Company set forth above,
this Form S-8 has been signed below by the following persons, in the
capacities and on the dates indicated:


                            POWER OF ATTORNEY

          Know all men by these presents, that each person whose
signature appears below constitutes and appoints Russell D. Gentner, his
true and lawful attorney-in-fact and agent, with full power of
substitution for him and in his name, place, and stead, in any and all
capacities, to sign any or all amendments to this report on Form S-8 and
to file the same, with all exhibits thereto and other documents in
connection therewith, with the Commission, hereby ratifying and
confirming all that said attorney-in-fact or his substitute may do or
cause to be done by virtue hereof.

          Signature                   Title                 Date
          ---------                   -----                 ----

/s/ RUSSELL D. GENTNER       Director, Chairman of the
- -------------------------    Board of Directors, and
Russell D. Gentner           Chief Executive Officer      September 4, 1996
                             (principal executive officer)


/s/ BRAD R. BALDWIN          Director                     September 4, 1996
- -------------------------
Brad R. Baldwin


/s/ EDWARD DALLIN BAGLEY     Director                     September 4, 1996
- -------------------------
Edward Dallin Bagley


/s/ EDWARD N. BAGLEY         Director                     September 4, 1996
- -------------------------
Edward N. Bagley


/s/ DWIGHT H. EGAN           Director                     September 4, 1996
- -------------------------
Dwight H. Egan          


/s/ K. BRADFORD ROMNEY       Director                     September 4, 1996
- -------------------------
K. Bradford Romney





                            EXHIBIT 5
                        OPINION OF COUNSEL


         [Letterhead of Jones, Waldo, Holbrook & McDonough]


                                                                       
                                                       Salt Lake City

                               August 28, 1996



Gentner Communications Corporation
1825 West Research Way
Salt Lake City, Utah 84119

       Re:  SEC Form S-8 Registration Statement for 1990 Incentive 
            Plan

Gentlemen:

       We have examined the Registration Statement on Form S-8 (the
"Registration Statement") as it is proposed to be filed by Gentner
Communications Corporation (the "Company") with the Securities and
Exchange Commission (the "SEC") on or around August 30, 1996.  The
Registration Statement will register with the SEC up to 800,000 shares
of the Company's common stock (the "Shares") for public trading under
the Securities Act of 1993, as amended.  The Shares are to be issued
to directors and key employees of the Company pursuant to its 1990
Incentive Plan (the "Plan").  In preparing this opinion, we have
examined the Registration Statement, the Plan, the Company's Articles
of Incorporation, and the Company's Bylaws.  We have assumed that in
each instance the Shares have been or will be issued pursuant to the
terms of the Plan.

       Subject to the above qualifications and assumptions, it is our
opinion that, when the Shares are sold in accordance with the
Registration Statement,
 the Plan, and any grants thereunder, the 
Shares will be legally issued, fully paid, and non-assessable.  We
hereby consent to the inclusion of this opinion as an exhibit to the
Registration Statement.

                                   Very truly yours,

                               /s/ JONES, WALDO, HOLBROOK & McDONOUGH
                                   ----------------------------------
                                   Jones, Waldo, Holbrook & McDonough





                              EXHIBIT 23
                   CONSENT OF INDEPENDENT AUDITORS


We consent to the reference to our firm in the Registration Statement
(Form S-8) for the registration of an additional 800,000 shares of common
stock pertaining to the 1990 Incentive Plan of Gentner Communications 
Corporation and to the incorporation by reference therein of our report
dated August 4, 1995, with respect to the financial statements of Gentner
Communications Corporation included in its Annual Report (Form 10-KSB/A) 
for the year ended June 30, 1995, filed with the Securities and Exchange 
Commission.


                                       /s/ ERNST & YOUNG LLP
                                       ---------------------------
                                           Ernst & Young LLP


Salt Lake City, Utah
August 30, 1996