<PAGE>
 
     As filed with the Securities and Exchange Commission on May 20, 1998
                             Registration No. 333-

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549
                                        

                                   Form S-8
                            REGISTRATION STATEMENT
                                     Under
                          THE SECURITIES ACT OF 1933


                          ROBOTIC VISION SYSTEMS, INC.
             (Exact name of Registrant as specified in its charter)

                    Delaware                               11-2400145
          (State or other jurisdiction of             (I.R.S.Employer
           incorporation or organization)              Identification Number)

                                 5 Shawmut Road
                         Canton, Massachusetts   02021
                    (Address of principal executive offices)

                   ACUITY IMAGING INC. 1991 STOCK OPTION PLAN
          ACUITY IMAGING INC. NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
         COMPUTER IDENTICS CORPORATION 1987 INCENTIVE STOCK OPTION PLAN
         COMPUTER IDENTICS CORPORATION 1993 STOCK INCENTIVE OPTION PLAN
         COMPUTER IDENTICS CORPORATION 1996 INCENTIVE STOCK OPTION PLAN
                           (Full titles of the Plans)


                                  PAT V. COSTA
                     President and Chief Executive Officer
                          Robotic Vision Systems, Inc.
                                 5 Shawmut Road
                         Canton, Massachusetts   02021
                                 (781) 821-0830
(Name, address and telephone number, including area code, of agent for service)

                                with a copy to:

                              IRA I. ROXLAND, Esq.
                Cooperman Levitt Winikoff Lester & Newman, P.C.
                                800 Third Avenue
                           New York, New York  10021
                                 (212) 688-7000

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
 
                                                            Proposed        Proposed       Amount of
                                            Amount to       maximum          maximum      registration
  Title of securities to be registered    be registered  offering price     aggregate         fee
                                                           per share*    offering price*
<S>                                       <C>            <C>             <C>              <C>
Common Stock, par value $.01 per share    246,633 shs.            $8.48       $2,091,448       $633.77
------------------------------------------------------------------------------------------------------
</TABLE>

  *  All shares to be registered on this Form S-8 are issuable pursuant to
options which previously have been granted.
<PAGE>
 
PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.   Incorporation of Documents by Reference.

          The following documents, filed by Robotic Vision Systems, Inc. (the
"Registrant") with the Securities and Exchange Commission, are incorporated
herein by reference and made a part hereof:

          1. Registrant's Annual Report on Form 10-K for the fiscal year ended
             September 30, 1997, as amended on Form 10-K/A on April 27, 1998;

          2. Registrant's Current Report on Form 8-K dated December 18, 1997, as
             amended on Form 8-K/A on January 16, 1998;

          3. Registrant's Registration Statement on Form S-3 dated January 20,
             1998 (File No. 333-44493), declared effective on January 28, 1998;

          4. Registrant's Quarterly Report on Form 10-Q for the fiscal quarter
             ended December 31, 1997;

          5. Registrant's Quarterly Report on form 10-Q for the fiscal quarter
             ended March 31, 1998; and

          6. Registrant's Registration Statement on Form 8-A (File No. 0-8623)
             containing a description of Registrant's Common Stock, par value
             $.01 per share (the "Common Stock").


          All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act")
after the date of this Registration Statement and prior to the filing of a post-
effective amendment to this Registration Statement which indicates that all
Common Stock registered hereby has been sold or which deregisters such Common
Stock then remaining unsold shall be deemed to be incorporated by reference in
this Registration Statement and to be a part hereof from the date of filing of
such documents (such documents, and the documents listed above, being
hereinafter referred to as "Incorporated Documents").  Any statement contained
in an Incorporated Document shall be deemed to be modified or superseded for
purposes of this Registration Statement to the extent that a statement contained
herein or in any other subsequently filed Incorporated Document modifies or
supersedes such statement.  Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.



                                     II-1
<PAGE>
 
Item 4.   Description of Securities.

          The Common Stock of Registrant is registered under Section 12 of the
Exchange Act.


Item 5.   Interests of Named Experts and Counsel.

          Not Applicable


Item 6.   Indemnification of Directors and Officers.

          Article SEVENTH of the Certificate of Incorporation of the Registrant
provides with respect to the indemnification of directors and officers that the
Registrant shall indemnify to the fullest extent permitted by Section 145 of the
Delaware General Corporation Law, as amended from time to time, each person that
such Section grants the Registrant power to indemnify.  Article TENTH of the
Certificate of Incorporation of the Registrant also provides that no director
shall be liable to the corporation or any of its stockholders for monetary
damages for breach of fiduciary duty as a director, except with respect to (1) a
breach of the director's duty of loyalty to the corporation of its stockholders,
(2) acts or omissions not in good faith or which involve intentional misconduct
or a knowing violation of law, (3) liability under Section 174 of the Delaware
General Corporation Law or (4) a transaction from which the director derived an
improper personal benefit, it being the intention of the foregoing provision to
eliminate the ability of the corporation's directors to the corporation or its
stockholders to the fullest extent permitted by Section 102(b)(7) of Delaware
General Corporation Law, as amended from time to time.

          Section 145 of the Delaware Corporation Law provides, inter alia, that
to the extent a director, officer, employee or agent of a corporation has been
successful on the merits or otherwise in defense of any action, suit or
proceeding, whether civil, criminal, administrative or investigative or in
defense of any claim, issue or matter therein (hereinafter, a "Proceeding"), by
reason of the fact that he is or was a director, officer, employee or agent of a
corporation or is or was serving at the request of such corporation as a
director, officer, employee or agent of another corporation or of a partnership,
joint venture, trust or other enterprise (collectively an "Agent" of the
corporation), he shall be indemnified against expenses (including attorneys'
fees) actually and reasonably incurred by him in connection therewith.

          Section 145 also provides that a corporation may indemnify any person
who was or is a party or is a party or is threatened to be made a party to any
threatened Proceeding by 

                                      II-2
<PAGE>
 
reason of the fact that he is or was an Agent of the corporation, against
expenses (including attorneys' fees) judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful; provided, however, that in
an action by or in the right of the corporation, the corporation may not
indemnify such person in respect of any claim, issue, or matter as to which he
is adjudged to be liable to the corporation unless, and only to the extent that,
the Court of Chancery or the court in which such proceeding was brought
determines that, despite the adjudication of liability but in view of all the
circumstances of the case, such person is reasonably entitled to indemnity.


Item 7.   Exemption from Registration Claimed.

          Not Applicable.


Item 8.   Exhibits.

     4(a)      Acuity Imaging Inc. 1991 Stock Option Plan

     4(b)      Acuity Imaging Inc. Non-Employee Director Stock Option Plan

     4(c)      Computer Identics Corporation 1987 Incentive Stock Option Plan

     4(d)      Computer Identics Corporation 1993 Stock Incentive Option Plan

     4(e)      Computer Identics Corporation 1996 Incentive Stock Option Plan

     5         Opinion of Cooperman Levitt Winikoff Lester & Newman, P.C. as to
               the legality of the Common Stock registered hereby

     23(a)     Consent of Deloitte & Touche LLP

     23(b)(i)  Consent of Arthur Andersen LLP

     23(b)(ii) Consent of Arthur Andersen LLP

     23(c)     Consent of Ernst & Young LLP

     23(d)     Consent of KPMG Peat Marwick LLP

                                      II-3
<PAGE>
 
     23(e)     Consent of Cooperman Levitt Winikoff Lester & Newman, P.C.
               (reference is made to Exhibit 5 herein)


Item 9.   Undertakings.

          (a) The Registrant hereby undertakes:

          (1)  To file, during any period in which offers or sales are being
made of the securities registered hereby, a post-effective amendment to this
Registration Statement;

          (i)   to include any prospectus required by Section 10(a)(3) of the
                Securities Act of 1933 (the "Securities Act");

          (ii)  to reflect in the prospectus any facts or events arising after
                the effective date of this Registration Statement (or the most
                recent post-effective amendment thereof) which, individually or
                in the aggregate, represent a fundamental change in the
                information set forth in this Registration Statement; and

          (iii) to include any material information with respect to the plan of
                distribution not previously disclosed in this Registration
                Statement or any material change to such information in this
                Registration Statement;

provided, however, that the undertakings set forth in paragraphs (i) and (ii)
above do not apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic reports filed
by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act
that are incorporated by reference in this Registration Statement.

          (2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

          (3) To remove from registration by means of a post-effective amendment
any of the securities being registered hereby which remain unsold at the
termination of the offering.

          (b) The Registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing 

                                      II-4
<PAGE>
 
of Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in this Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered herein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.

          (c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the provisions of the Certificate of Incorporation
of the Registrant and the provisions of the Delaware law described under Item 6
above, the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act, and is, therefore, unenforceable.  In the event that a
claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.

                                      II-5
<PAGE>
 
                                   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 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 Town of Canton, Commonwealth of Massachusetts, on the 19th
day of May, 1998.

                                   ROBOTIC VISION SYSTEMS, INC.


                                   By: /s/Pat V. Costa
                                      -------------------------
                                       Pat V. Costa, President

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

<TABLE>
<CAPTION>
Signature                        Title                 Date
<S>                     <C>                       <C>
 
                        Chairman of the
                        Board, President
                        and Director (Principal
/s/Pat V. Costa         Executive Officer)        May 19, 1998
----------------------
Pat V. Costa
                        Vice President -
                        Finance, Secretary/
                        Treasurer (Principal
                        Financial Officer
                        and Principal
/s/John Arcari          Accounting Officer        May 19, 1998
----------------------
John Arcari
                        Executive Vice
                        President
/s/Steven Bilodeau      and Director              May 19, 1998
----------------------
Steven Bilodeau
                        Senior Vice
                        President
/s/Howard Stern         and Director              May 19, 1998
----------------------
Howard Stern
 
/s/Jay M. Haft          Director                  May 19, 1998
----------------------
Jay M. Haft
 
/s/Robert H. Walker     Director                  May 19, 1998
----------------------
Robert H. Walker
 
/s/Donald J. Kramer     Director                  May 19, 1998
----------------------
Donald J. Kramer
 
/s/Mark J. Lerner       Director                  May 19, 1998
----------------------
Mark J. Lerner
 
/s/Frank A. DiPietro    Director                  May 19, 1998
----------------------
Frank A. DiPietro
 
/s/Tomas Kohn           Director                  May 19, 1998
----------------------
Tomas Kohn
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 16325}]
{"company-data": {"conformed-name": "ROBOTIC VISION SYSTEMS INC", "cik": "0000225868", "assigned-sic": "3823", "irs-number": "112400145", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-53175", "film-number": "98629169"}, "business-address": {"street1": "425 RABRO DR EAST", "city": "HAUPPAUGE", "state": "NY", "zip": "11788", "phone": "5162739700"}, "former-company": {"former-conformed-name": "SOLID PHOTOGRAPHY INC", "date-changed": "19810819"}}
As filed with the Securities and Exchange Commission on May 20, 1998
                             Registration No. 333-

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549
                                        

                                   Form S-8
                            REGISTRATION STATEMENT
                                     Under
                          THE SECURITIES ACT OF 1933

                          ROBOTIC VISION SYSTEMS, INC.
             (Exact name of Registrant as specified in its charter)

                    Delaware                               11-2400145
          (State or other jurisdiction of             (I.R.S.Employer
           incorporation or organization)              Identification Number)

                                 5 Shawmut Road
                         Canton, Massachusetts   02021
                    (Address of principal executive offices)

                   ACUITY IMAGING INC. 1991 STOCK OPTION PLAN
          ACUITY IMAGING INC. NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
         COMPUTER IDENTICS CORPORATION 1987 INCENTIVE STOCK OPTION PLAN
         COMPUTER IDENTICS CORPORATION 1993 STOCK INCENTIVE OPTION PLAN
         COMPUTER IDENTICS CORPORATION 1996 INCENTIVE STOCK OPTION PLAN
                           (Full titles of the Plans)

                                  PAT V. COSTA
                     President and Chief Executive Officer
                          Robotic Vision Systems, Inc.
                                 5 Shawmut Road
                         Canton, Massachusetts   02021
                                 (781) 821-0830
(Name, address and telephone number, including area code, of agent for service)

                                with a copy to:

                              IRA I. ROXLAND, Esq.
                Cooperman Levitt Winikoff Lester & Newman, P.C.
                                800 Third Avenue
                           New York, New York  10021
                                 (212) 688-7000

                        CALCULATION OF REGISTRATION FEE
Proposed        Proposed       Amount of
                                            Amount to       maximum          maximum      registration
  Title of securities to be registered    be registered  offering price     aggregate         fee
                                                           per share*    offering price*
Common Stock, par value $.01 per share    246,633 shs.            $8.48       $2,091,448       $633.77
------------------------------------------------------------------------------------------------------
*  All shares to be registered on this Form S-8 are issuable pursuant to
options which previously have been granted.
PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

          The following documents, filed by Robotic Vision Systems, Inc. (the
"Registrant") with the Securities and Exchange Commission, are incorporated
herein by reference and made a part hereof:

          1. Registrant's Annual Report on Form 10-K for the fiscal year ended
             September 30, 1997, as amended on Form 10-K/A on April 27, 1998;

          2. Registrant's Current Report on Form 8-K dated December 18, 1997, as
             amended on Form 8-K/A on January 16, 1998;

          3. Registrant's Registration Statement on Form S-3 dated January 20,
             1998 (File No. 333-44493), declared effective on January 28, 1998;

          4. Registrant's Quarterly Report on Form 10-Q for the fiscal quarter
             ended December 31, 1997;

          5. Registrant's Quarterly Report on form 10-Q for the fiscal quarter
             ended March 31, 1998; and

          6. Registrant's Registration Statement on Form 8-A (File No. 0-8623)
             containing a description of Registrant's Common Stock, par value
             $.01 per share (the "Common Stock").

          All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act")
after the date of this Registration Statement and prior to the filing of a post-
effective amendment to this Registration Statement which indicates that all
Common Stock registered hereby has been sold or which deregisters such Common
Stock then remaining unsold shall be deemed to be incorporated by reference in
this Registration Statement and to be a part hereof from the date of filing of
such documents (such documents, and the documents listed above, being
hereinafter referred to as "Incorporated Documents").  Any statement contained
in an Incorporated Document shall be deemed to be modified or superseded for
purposes of this Registration Statement to the extent that a statement contained
herein or in any other subsequently filed Incorporated Document modifies or
supersedes such statement.  Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

                                     II-1
Item 4.   Description of Securities.

          The Common Stock of Registrant is registered under Section 12 of the
Exchange Act.

Item 5.   Interests of Named Experts and Counsel.

          Not Applicable

Item 6.   Indemnification of Directors and Officers.

          Article SEVENTH of the Certificate of Incorporation of the Registrant
provides with respect to the indemnification of directors and officers that the
Registrant shall indemnify to the fullest extent permitted by Section 145 of the
Delaware General Corporation Law, as amended from time to time, each person that
such Section grants the Registrant power to indemnify.  Article TENTH of the
Certificate of Incorporation of the Registrant also provides that no director
shall be liable to the corporation or any of its stockholders for monetary
damages for breach of fiduciary duty as a director, except with respect to (1) a
breach of the director's duty of loyalty to the corporation of its stockholders,
(2) acts or omissions not in good faith or which involve intentional misconduct
or a knowing violation of law, (3) liability under Section 174 of the Delaware
General Corporation Law or (4) a transaction from which the director derived an
improper personal benefit, it being the intention of the foregoing provision to
eliminate the ability of the corporation's directors to the corporation or its
stockholders to the fullest extent permitted by Section 102(b)(7) of Delaware
General Corporation Law, as amended from time to time.

          Section 145 of the Delaware Corporation Law provides, inter alia, that
to the extent a director, officer, employee or agent of a corporation has been
successful on the merits or otherwise in defense of any action, suit or
proceeding, whether civil, criminal, administrative or investigative or in
defense of any claim, issue or matter therein (hereinafter, a "Proceeding"), by
reason of the fact that he is or was a director, officer, employee or agent of a
corporation or is or was serving at the request of such corporation as a
director, officer, employee or agent of another corporation or of a partnership,
joint venture, trust or other enterprise (collectively an "Agent" of the
corporation), he shall be indemnified against expenses (including attorneys'
fees) actually and reasonably incurred by him in connection therewith.

          Section 145 also provides that a corporation may indemnify any person
who was or is a party or is a party or is threatened to be made a party to any
threatened Proceeding by 

                                      II-2
reason of the fact that he is or was an Agent of the corporation, against
expenses (including attorneys' fees) judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful; provided, however, that in
an action by or in the right of the corporation, the corporation may not
indemnify such person in respect of any claim, issue, or matter as to which he
is adjudged to be liable to the corporation unless, and only to the extent that,
the Court of Chancery or the court in which such proceeding was brought
determines that, despite the adjudication of liability but in view of all the
circumstances of the case, such person is reasonably entitled to indemnity.

Item 7.   Exemption from Registration Claimed.

          Not Applicable.

Item 8.   Exhibits.

     4(a)      Acuity Imaging Inc. 1991 Stock Option Plan

     4(b)      Acuity Imaging Inc. Non-Employee Director Stock Option Plan

     4(c)      Computer Identics Corporation 1987 Incentive Stock Option Plan

     4(d)      Computer Identics Corporation 1993 Stock Incentive Option Plan

     4(e)      Computer Identics Corporation 1996 Incentive Stock Option Plan

     5         Opinion of Cooperman Levitt Winikoff Lester & Newman, P.C. as to
               the legality of the Common Stock registered hereby

     23(a)     Consent of Deloitte & Touche LLP

     23(b)(i)  Consent of Arthur Andersen LLP

     23(b)(ii) Consent of Arthur Andersen LLP

     23(c)     Consent of Ernst & Young LLP

     23(d)     Consent of KPMG Peat Marwick LLP

                                      II-3
23(e)     Consent of Cooperman Levitt Winikoff Lester & Newman, P.C.
               (reference is made to Exhibit 5 herein)

Item 9.   Undertakings.

          (a) The Registrant hereby undertakes:

          (1)  To file, during any period in which offers or sales are being
made of the securities registered hereby, a post-effective amendment to this
Registration Statement;

          (i)   to include any prospectus required by Section 10(a)(3) of the
                Securities Act of 1933 (the "Securities Act");

          (ii)  to reflect in the prospectus any facts or events arising after
                the effective date of this Registration Statement (or the most
                recent post-effective amendment thereof) which, individually or
                in the aggregate, represent a fundamental change in the
                information set forth in this Registration Statement; and

          (iii) to include any material information with respect to the plan of
                distribution not previously disclosed in this Registration
                Statement or any material change to such information in this
                Registration Statement;

provided, however, that the undertakings set forth in paragraphs (i) and (ii)
above do not apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic reports filed
by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act
that are incorporated by reference in this Registration Statement.

          (2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

          (3) To remove from registration by means of a post-effective amendment
any of the securities being registered hereby which remain unsold at the
termination of the offering.

          (b) The Registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing 

                                      II-4
of Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in this Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered herein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.

          (c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the provisions of the Certificate of Incorporation
of the Registrant and the provisions of the Delaware law described under Item 6
above, the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act, and is, therefore, unenforceable.  In the event that a
claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.

                                      II-5
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 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 Town of Canton, Commonwealth of Massachusetts, on the 19th
day of May, 1998.

                                   ROBOTIC VISION SYSTEMS, INC.

                                   By: /s/Pat V. Costa
                                      -------------------------
                                       Pat V. Costa, President

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on the dates indicated.
Signature                        Title                 Date
Chairman of the
                        Board, President
                        and Director (Principal
/s/Pat V. Costa         Executive Officer)        May 19, 1998
----------------------
Pat V. Costa
                        Vice President -
                        Finance, Secretary/
                        Treasurer (Principal
                        Financial Officer
                        and Principal
/s/John Arcari          Accounting Officer        May 19, 1998
----------------------
John Arcari
                        Executive Vice
                        President
/s/Steven Bilodeau      and Director              May 19, 1998
----------------------
Steven Bilodeau
                        Senior Vice
                        President
/s/Howard Stern         and Director              May 19, 1998
----------------------
Howard Stern
 
/s/Jay M. Haft          Director                  May 19, 1998
----------------------
Jay M. Haft
 
/s/Robert H. Walker     Director                  May 19, 1998
----------------------
Robert H. Walker
 
/s/Donald J. Kramer     Director                  May 19, 1998
----------------------
Donald J. Kramer
 
/s/Mark J. Lerner       Director                  May 19, 1998
----------------------
Mark J. Lerner
 
/s/Frank A. DiPietro    Director                  May 19, 1998
----------------------
Frank A. DiPietro
 
/s/Tomas Kohn           Director                  May 19, 1998
----------------------
Tomas Kohn