<PAGE>
 
    As filed with the Securities and Exchange Commission on April 30, 1997
                                                         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)


                             425 Rabro Drive East
                          Hauppauge, New York  11788
                   (Address of principal executive offices)


                                1996 STOCK PLAN
                           (Full title of the Plan)


                            PAT V. COSTA, President
                         Robotic Vision Systems, Inc.
                             425 Rabro Drive East
                           Hauppauge, New York 11788
                                (516) 273-9700
           (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  10022
                                (212) 688-7000

                        CALCULATION OF REGISTRATION FEE
<TABLE> 
<CAPTION>
 ------------------------------------------------------------------------------------------
                                          Proposed  maximum  Proposed maximum   Amount of
   Title of securities     Amount to be   offering price       aggregate      registration
    to be registered       registered*      per share**     offering price**      fee
------------------------------------------------------------------------------------------
<S>                        <C>           <C>                <C>               <C> 
Common Stock, par value
$.01 per share...........  500,000 shs.       $8-7/8            $4,437,500     $1,344.70
------------------------------------------------------------------------------------------
</TABLE>


*    In addition to 1,000,000 shares of common stock with respect to the 1996
     Stock Option Plan previously registered pursuant to Registration No. 333-
     03139.

**   Estimated solely for the purpose of calculating the amount of the
     registration fee pursuant to Rule 457(h) based on the closing price
     reported on the NASDAQ National Market on April 24, 1997.

================================================================================
<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 and 10-K/A-1 for
                     the fiscal year ended September 30, 1996;

                2.   Registrant's Quarterly Report on Form 10-Q for the fiscal
                     quarter ended December 31, 1996;

                3.   Registrant's Current Report on Form 8-K , 8-K/A-1 and 8-
                     K/A-2 dated October 9, 1996 related to the Registrant's
                     acquisition by merger of Systemation Engineered Products,
                     Inc.

                4.   The supplemental consolidated financial statements of the
                     Registrant, and related notes, comprising a portion of the
                     Registrant's Registration Statement on Form S-3 (File No.
                     333-20209), declared effective on January 31, 1997; and

                5.   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.


      Item 4.  Description of Securities.

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

                                       2
<PAGE>
 
      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 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

                                       3
<PAGE>
 
      case, such person is reasonably entitled to indemnity.


      Item 7.  Exemption from Registration Claimed.

                Not Applicable.


      Item 8.  Exhibits.

           4      1996 Stock 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 Cooperman Levitt Winikoff Lester & Newman, P.C.
                     (Reference is made to Exhibit 5 herein)

           23(b)  Consent of Deloitte & Touche LLP

           23(c)  Consent of Arthur Andersen LLP

           23(d)  Consent of Ernst & Young LLP


      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

      ________________________

         *Denotes an exhibit to Registration Statement on Form S-8 (File No. 
      333-03139) which is incorporated by reference.

                                       4
<PAGE>
 
                                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 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.

                                       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 Village of Hauppauge, State of New York, on
  the 30th day of April, 1997.

                                 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                         
  /s/Pat V. Costa        President and Director                        
_______________________  (Principal Executive Officer)   April 30, 1997 
  Pat V. Costa
 
                        
                         Executive Vice President,                     
                         Secretary/Treasurer and                       
                         Director (Principal Financial                 
  /s/Robert H. Walker    Officer and Principal                         
_______________________  Accounting Officer)             April 30, 1997 
  Robert H. Walker
 
                        
  /s/Howard Stern        Senior Vice President                         
_______________________  and Director                    April 30, 1997 
  Howard Stern

_______________________  Director
  Donald J. Kramer


  /s/Jay M. Haft                  
_______________________  Director                         April 30, 1997  
  Jay M. Haft


_______________________  Director
  Frank A. DiPietro


  /s/Mark J. Lerner               
_______________________  Director                         April 30, 1997 
  Mark J. Lerner

  
  
______________________   Director  
  Tomas Kohn             
                                       6
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 17294}]
{"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": "333-26149", "film-number": "97590849"}, "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 April 30, 1997
                                                         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)

                             425 Rabro Drive East
                          Hauppauge, New York  11788
                   (Address of principal executive offices)

                                1996 STOCK PLAN
                           (Full title of the Plan)

                            PAT V. COSTA, President
                         Robotic Vision Systems, Inc.
                             425 Rabro Drive East
                           Hauppauge, New York 11788
                                (516) 273-9700
           (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  10022
                                (212) 688-7000

                        CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------
                                          Proposed  maximum  Proposed maximum   Amount of
   Title of securities     Amount to be   offering price       aggregate      registration
    to be registered       registered*      per share**     offering price**      fee
------------------------------------------------------------------------------------------
Common Stock, par value
$.01 per share...........  500,000 shs.       $8-7/8            $4,437,500     $1,344.70
------------------------------------------------------------------------------------------
*    In addition to 1,000,000 shares of common stock with respect to the 1996
     Stock Option Plan previously registered pursuant to Registration No. 333-
     03139.

**   Estimated solely for the purpose of calculating the amount of the
     registration fee pursuant to Rule 457(h) based on the closing price
     reported on the NASDAQ National Market on April 24, 1997.

================================================================================
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 and 10-K/A-1 for
                     the fiscal year ended September 30, 1996;

                2.   Registrant's Quarterly Report on Form 10-Q for the fiscal
                     quarter ended December 31, 1996;

                3.   Registrant's Current Report on Form 8-K , 8-K/A-1 and 8-
                     K/A-2 dated October 9, 1996 related to the Registrant's
                     acquisition by merger of Systemation Engineered Products,
                     Inc.

                4.   The supplemental consolidated financial statements of the
                     Registrant, and related notes, comprising a portion of the
                     Registrant's Registration Statement on Form S-3 (File No.
                     333-20209), declared effective on January 31, 1997; and

                5.   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.

      Item 4.  Description of Securities.

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

                                       2
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 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

                                       3
case, such person is reasonably entitled to indemnity.

      Item 7.  Exemption from Registration Claimed.

                Not Applicable.

      Item 8.  Exhibits.

           4      1996 Stock 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 Cooperman Levitt Winikoff Lester & Newman, P.C.
                     (Reference is made to Exhibit 5 herein)

           23(b)  Consent of Deloitte & Touche LLP

           23(c)  Consent of Arthur Andersen LLP

           23(d)  Consent of Ernst & Young LLP

      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

      ________________________

         *Denotes an exhibit to Registration Statement on Form S-8 (File No. 
      333-03139) which is incorporated by reference.

                                       4
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 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.

                                       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 Village of Hauppauge, State of New York, on
  the 30th day of April, 1997.

                                 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                         
  /s/Pat V. Costa        President and Director                        
_______________________  (Principal Executive Officer)   April 30, 1997 
  Pat V. Costa
 
                        
                         Executive Vice President,                     
                         Secretary/Treasurer and                       
                         Director (Principal Financial                 
  /s/Robert H. Walker    Officer and Principal                         
_______________________  Accounting Officer)             April 30, 1997 
  Robert H. Walker
 
                        
  /s/Howard Stern        Senior Vice President                         
_______________________  and Director                    April 30, 1997 
  Howard Stern

_______________________  Director
  Donald J. Kramer

  /s/Jay M. Haft                  
_______________________  Director                         April 30, 1997  
  Jay M. Haft

_______________________  Director
  Frank A. DiPietro

  /s/Mark J. Lerner               
_______________________  Director                         April 30, 1997 
  Mark J. Lerner

  
  
______________________   Director  
  Tomas Kohn             
                                       6