As filed with the Securities and Exchange Commission on September 25, 1997

                                                           REGISTRATION NO. 333-
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                ----------------

                         FIRST SOUTH AFRICA CORP., LTD.
             (Exact name of registrant as specified in its charter)

            Bermuda                                            Not Applicable
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)


                         Clarendon House, Church Street
                             Hamilton HM CX, Bermuda
                                 (441) 295-1422
                    (Address of Principal Executive Offices)

                             1995 Stock Option Plan
                                       of
                         First South Africa Corp., Ltd.
                            (Full title of the plan)

                           Clive Kabatznik, President
                       First South Africa Management Corp.
                         2665 South Bayshore, Suite 702
                          Coconut Grove, Florida 33133
                     (Name and address of agent for service)

                                 (305) 857-5009
          (Telephone number, including area code, of agent for service)

                                 with a copy to:

                             Henry I. Rothman, Esq.
                       Parker Chapin Flattau & Klimpl, LLP
                           1211 Avenue of the Americas
                            New York, New York 10036

APPROXIMATE  DATE  OF  COMMENCEMENT  OF  PROPOSED  SALE  TO  PUBLIC:  As soon as
practicable after the effective date of this Registration Statement.


--------------------------------------------------------------------------------
                                  CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
                                       PROPOSED       PROPOSED
                                       MAXIMUM        MAXIMUM
TITLE OF            AMOUNT             OFFERING       AGGREGATE     AMOUNT OF
SECURITIES          TO BE              PRICE PER      OFFERING      REGISTRATION
TO BE REGISTERED    REGISTERED(1)      SHARE          PRICE         FEE
--------------------------------------------------------------------------------
Common Stock, par
value $.01 per    225,000 shares        $5.00(2)    $1,125,000.00(2)   $  340.91
share              25,000 shares        $3.75(2)    $   93,750.00(2)   $   28.41
                  100,000 shares        $8.25(2)    $  825,000.00(2)   $  250.00
--------------------------------------------------------------------------------
Total             350,000 shares                    $2,043,750.00      $  619.32
--------------------------------------------------------------------------------


<PAGE>



(1)  Pursuant  to Rule  416(b),  there shall also be deemed  covered  hereby all
     additional  securities  resulting from anti-dilution  adjustments under the
     1995 Stock Option Plan.

(2)  Estimated solely for the purpose of calculating the registration fee on the
     basis  of,  pursuant  to Rule  457(h),  the  exercise  price  of  presently
     outstanding options.




<PAGE>



                                    PART II.

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.    INCORPORATION OF DOCUMENTS BY REFERENCE.

           The following  documents  heretofore filed by the registrant with the
Securities and Exchange  Commission  (Commission  File No. 0-27494)  pursuant to
Section  13(a) of the  Securities  Exchange  Act of 1934  (the  "1934  Act") are
incorporated herein by reference:

           (a)        The  registrant's  Annual Report on Form 10-K for the year
ended June 30, 1996;

           (b)        The  registrant's  Quarterly  Reports on Form 10-Q for the
quarters ended September 30, 1996, December 31, 1996 and March 31, 1997; and

           (c)        The description of the registrant's Common Stock contained
in the registrant's Registration Statement on Form 8-A filed on January 4, 1996,
including  any  amendment  or report  filed for the  purpose  of  updating  such
descriptions.

           All  documents  filed  subsequent  to the  date of this  Registration
Statement  pursuant  to Section  13(a),  13(c),  14 or 15(d) of the 1934 Act and
prior to the  filing of a  post-effective  amendment  which  indicates  that all
securities  offered  have been sold or which  deregisters  all  securities  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 the filing of
such documents.  Any statement contained in a document incorporated or deemed to
be incorporated herein by reference 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 document which also is or is
deemed to be  incorporated  by  reference  herein  modifies or  supersedes  such
statement.

ITEM 4.    DESCRIPTION OF SECURITIES.

           Not Applicable.

ITEM 5.    INTERESTS OF NAMED EXPERTS AND COUNSEL.

           Not Applicable.




<PAGE>



ITEM 6.    INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                      Under  Bermuda  law and  the  registrant's  Memorandum  of
           Association and bye-laws,  the directors,  officers,  liquidators and
           auditors  of  the   registrant   and  their  heirs,   executors   and
           administrators are indemnified and held harmless out of the assets of
           the Company from and against all actions,  costs, charges, losses and
           expenses  which  they  or any of  them,  their  heirs,  executors  or
           administrators,  shall or may incur or sustain by or by reason of any
           act done,  concurred in or omitted in or about the execution of their
           duty, or supposed duty, or in their respective offices or trusts, and
           none of them shall be answerable for the acts, receipts,  neglects or
           defaults of the others of them or for joining in any receipts for the
           sake of  conformity  or for any loss,  misfortune or damage which may
           happen in the execution of their respective  offices or trusts, or in
           relation   thereto,   provided   that  they  are  not   entitled   to
           indemnification  in  respect  of  any  willful  negligence,   willful
           default, fraud or dishonesty which may attach to them.


ITEM 7.    EXEMPTION FROM REGISTRATION CLAIMED.

           Not Applicable.

ITEM 8.        EXHIBITS.

Exhibit
Number         Description

4.01              Memorandum of Association of the  registrant.  Incorporated by
                  reference  to  Registration  Statement  on Form  S-1  filed on
                  November 9, 1995 (File No. 33-99180) as amended.

4.02              Bye-Laws  of the  registrant.  Incorporated  by  reference  to
                  Registration  Statement  on Form S-1 filed on November 9, 1995
                  (File No. 33-99180) as amended.

4.03              Form of  Indenture  dated  April  25,  1997,  executed  by the
                  registrant  and the American Stock Transfer and Trust Company,
                  as Trustee (incorporated by reference to the Company's Current
                  Report on Form 8-K filed on September 10, 1997 (Exhibit 4.1)).

4.04              Form  of   Debenture   (incorporated   by   reference  to  the
                  registrant's Current Report on Form 8-K filed on September 10,
                  1997 (Exhibit 4.2)).

4.05              Form of Placement  Warrant  (incorporated  by reference to the
                  registrant's Current Report on Form 8-K filed on September 10,
                  1997 (Exhibit 4.3)).



<PAGE>



4.06              Form of Stock Option  Agreement  (incorporated by reference to
                  the registrant's  Registration Statement on Form S-1 (File No.
                  333-33561) filed on August 13, 1997 (Exhibit 4.7)).

*4.07             1995 Stock Option Plan.

*5.01             Opinion of Conyers  Dill & Pearman,  as to the legality of the
                  Common Stock being offered.

*23.01            Consent of Price Waterhouse.

*23.02            Consent of Conyers Dill & Pearman (contained in Exhibit 5.01).

*24.01            Power of attorney of certain  officers  and  directors  of the
                  registrant (contained in the signature page).

--------------
*  Filed herewith.

ITEM 9.    UNDERTAKINGS.

           The undersigned registrant hereby undertakes:

           (1) To file,  during  any  period in which  offers or sales are being
made, 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;

                      (ii) To  reflect  in the  prospectus  any  facts or events
arising  after the  effective  date of the  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 the
registration statement;

                      (iii) To include any material  information with respect to
the plan of distribution not previously disclosed in the registration  statement
or any material change to such information in the registration statement;

provided,  however,  that  paragraphs  (1)(i)  and  (1)(ii)  do not apply if the
registration statement is on Form S-3, Form S-8, and 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 15(d) of the
Securities  Exchange  Act of 1934  that are  incorporated  by  reference  in the
registration statement.


<PAGE>




           (2) That,  for the purpose of  determining  any  liability  under the
Securities Act of 1933, 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  which remain unsold at the
termination of the offering.

           The undersigned  registrant  hereby  undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  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.

           Insofar  as  indemnification   for  liabilities   arising  under  the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the registrant pursuant to the foregoing provisions described in Item
6 above,  or otherwise,  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 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 Act and
will be governed by the final adjudication of such issue.



<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 City of Coconut Grove, State of Florida,  on the 19th day of
September, 1997.


                                                  FIRST SOUTH AFRICA CORP., LTD.


                                                   By: /s/ Clive Kabatznik
                                                      -----------------------
                                                          Clive Kabatznik
                                                          President

           KNOW ALL MEN BY THESE  PRESENTS,  that each  person  whose  signature
below  constitutes and appoints each of Michael Levy and Clive Kabatznik his/her
true and lawful attorney-in-fact and agent, each with full power of substitution
and resubstitution, for him/her and in his/her name, place and stead, in any and
all  capacities,  to  sign  any  and all  amendments  (including  post-effective
amendments)  to this  Registration  Statement,  and to file the  same,  with all
exhibits  thereto  and  other  documents  in  connection  therewith,   with  the
Securities and Exchange Commission, granting unto each said attorney-in-fact and
agent,  full power and  authority to do and perform each and every act and thing
requisite  or necessary  to be done in and about the  premises,  as fully to all
intents and  purposes as he might or could do in person,  hereby  ratifying  and
confirming all that said  attorney-in-fact  and agent or either of them or their
or his substitute or substitutes,  may lawfully do or cause to be done by virtue
hereof.

           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 19th day of September, 1997.


                 SIGNATURE                                 TITLE

By: /s/ Michael Levy                    Chairman of the Board
   ---------------------------
        Michael Levy



By:  /s/ Clive Kabatznik                President, Vice Chairman, Chief
   ---------------------------          Executive Officer, Chief Financial
        Clive Kabatznik                 Officer, Director and Controller




By: /s/ Charles S. Goodwin              Director
   ---------------------------
        Charles S. Goodwin


By: /s/ John Mackey                     Director
   ---------------------------
        John Mackey


By: /s/ Cornelius J. Roodt              Director
   ---------------------------
        Cornelius J. Roodt





<PAGE>



                                  EXHIBIT INDEX


Exhibit
Number                        Description
------                        -----------

4.01              Memorandum of Association of the  registrant.  Incorporated by
                  reference  to  Registration  Statement  on Form  S-1  filed on
                  November 9, 1995 (File No. 33-99180) as amended.

4.02              By-Laws  of  the  registrant.  Incorporated  by  reference  to
                  Registration  Statement  on Form S-1 filed on November 9, 1995
                  (File No. 33-99180) as amended.

4.03              Form of  Indenture  dated  April  25,  1997,  executed  by the
                  registrant  and the American Stock Transfer and Trust Company,
                  as Trustee (incorporated by reference to the Company's Current
                  Report on Form 8-K filed on September 10, 1997 (Exhibit 4.1)).

4.04              Form  of   Debenture   (incorporated   by   reference  to  the
                  registrant's Current Report on Form 8-K filed on September 10,
                  1997 (Exhibit 4.2)).

4.05              Form of Placement  Warrant  (incorporated  by reference to the
                  registrant's Current Report on Form 8-K filed on September 10,
                  1997 (Exhibit 4.3)).

4.06              Form of Stock Option  Agreement  (incorporated by reference to
                  the registrant's  Registration Statement on Form S-1 (File No.
                  333-33561) filed on August 13, 1997 (Exhibit 4.7)).

*4.07             1995 Stock Option Plan.

*5.01             Opinion of Conyers  Dill & Pearman,  as to the legality of the
                  Common Stock being offered.

*23.01            Consent of Price Waterhouse.

*23.02            Consent of Conyers Dill & Pearman (contained in Exhibit 5.01).

*24.01            Power of  attorney  of  certain  directors  of the  registrant
                  (contained in the signature page).

--------------
*  Filed herewith
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT ON FORM S-8", "secsgml_size_bytes": 17758}]
{"company-data": {"conformed-name": "FIRST SOUTH AFRICA CORP LTD", "cik": "0001003390", "assigned-sic": "3560", "irs-number": "000000000", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-36359", "film-number": "97685269"}, "business-address": {"street1": "CLARENDON HOUSE CHURCH STREET", "street2": "CHURCH ST", "city": "HAMILTON HM CX BURMU", "state": "D0", "zip": "00000", "phone": "4412951422"}, "mail-address": {"street1": "2665 S BAYSHORE DR 405", "city": "COCONUT GROVE", "state": "FL", "zip": "33133"}}
As filed with the Securities and Exchange Commission on September 25, 1997

                                                           REGISTRATION NO. 333-
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                ----------------

                         FIRST SOUTH AFRICA CORP., LTD.
             (Exact name of registrant as specified in its charter)

            Bermuda                                            Not Applicable
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)

                         Clarendon House, Church Street
                             Hamilton HM CX, Bermuda
                                 (441) 295-1422
                    (Address of Principal Executive Offices)

                             1995 Stock Option Plan
                                       of
                         First South Africa Corp., Ltd.
                            (Full title of the plan)

                           Clive Kabatznik, President
                       First South Africa Management Corp.
                         2665 South Bayshore, Suite 702
                          Coconut Grove, Florida 33133
                     (Name and address of agent for service)

                                 (305) 857-5009
          (Telephone number, including area code, of agent for service)

                                 with a copy to:

                             Henry I. Rothman, Esq.
                       Parker Chapin Flattau & Klimpl, LLP
                           1211 Avenue of the Americas
                            New York, New York 10036

APPROXIMATE  DATE  OF  COMMENCEMENT  OF  PROPOSED  SALE  TO  PUBLIC:  As soon as
practicable after the effective date of this Registration Statement.

--------------------------------------------------------------------------------
                                  CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
                                       PROPOSED       PROPOSED
                                       MAXIMUM        MAXIMUM
TITLE OF            AMOUNT             OFFERING       AGGREGATE     AMOUNT OF
SECURITIES          TO BE              PRICE PER      OFFERING      REGISTRATION
TO BE REGISTERED    REGISTERED(1)      SHARE          PRICE         FEE
--------------------------------------------------------------------------------
Common Stock, par
value $.01 per    225,000 shares        $5.00(2)    $1,125,000.00(2)   $  340.91
share              25,000 shares        $3.75(2)    $   93,750.00(2)   $   28.41
                  100,000 shares        $8.25(2)    $  825,000.00(2)   $  250.00
--------------------------------------------------------------------------------
Total             350,000 shares                    $2,043,750.00      $  619.32
--------------------------------------------------------------------------------
(1)  Pursuant  to Rule  416(b),  there shall also be deemed  covered  hereby all
     additional  securities  resulting from anti-dilution  adjustments under the
     1995 Stock Option Plan.

(2)  Estimated solely for the purpose of calculating the registration fee on the
     basis  of,  pursuant  to Rule  457(h),  the  exercise  price  of  presently
     outstanding options.
PART II.

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.    INCORPORATION OF DOCUMENTS BY REFERENCE.

           The following  documents  heretofore filed by the registrant with the
Securities and Exchange  Commission  (Commission  File No. 0-27494)  pursuant to
Section  13(a) of the  Securities  Exchange  Act of 1934  (the  "1934  Act") are
incorporated herein by reference:

           (a)        The  registrant's  Annual Report on Form 10-K for the year
ended June 30, 1996;

           (b)        The  registrant's  Quarterly  Reports on Form 10-Q for the
quarters ended September 30, 1996, December 31, 1996 and March 31, 1997; and

           (c)        The description of the registrant's Common Stock contained
in the registrant's Registration Statement on Form 8-A filed on January 4, 1996,
including  any  amendment  or report  filed for the  purpose  of  updating  such
descriptions.

           All  documents  filed  subsequent  to the  date of this  Registration
Statement  pursuant  to Section  13(a),  13(c),  14 or 15(d) of the 1934 Act and
prior to the  filing of a  post-effective  amendment  which  indicates  that all
securities  offered  have been sold or which  deregisters  all  securities  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 the filing of
such documents.  Any statement contained in a document incorporated or deemed to
be incorporated herein by reference 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 document which also is or is
deemed to be  incorporated  by  reference  herein  modifies or  supersedes  such
statement.

ITEM 4.    DESCRIPTION OF SECURITIES.

           Not Applicable.

ITEM 5.    INTERESTS OF NAMED EXPERTS AND COUNSEL.

           Not Applicable.
ITEM 6.    INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                      Under  Bermuda  law and  the  registrant's  Memorandum  of
           Association and bye-laws,  the directors,  officers,  liquidators and
           auditors  of  the   registrant   and  their  heirs,   executors   and
           administrators are indemnified and held harmless out of the assets of
           the Company from and against all actions,  costs, charges, losses and
           expenses  which  they  or any of  them,  their  heirs,  executors  or
           administrators,  shall or may incur or sustain by or by reason of any
           act done,  concurred in or omitted in or about the execution of their
           duty, or supposed duty, or in their respective offices or trusts, and
           none of them shall be answerable for the acts, receipts,  neglects or
           defaults of the others of them or for joining in any receipts for the
           sake of  conformity  or for any loss,  misfortune or damage which may
           happen in the execution of their respective  offices or trusts, or in
           relation   thereto,   provided   that  they  are  not   entitled   to
           indemnification  in  respect  of  any  willful  negligence,   willful
           default, fraud or dishonesty which may attach to them.

ITEM 7.    EXEMPTION FROM REGISTRATION CLAIMED.

           Not Applicable.

ITEM 8.        EXHIBITS.

Exhibit
Number         Description

4.01              Memorandum of Association of the  registrant.  Incorporated by
                  reference  to  Registration  Statement  on Form  S-1  filed on
                  November 9, 1995 (File No. 33-99180) as amended.

4.02              Bye-Laws  of the  registrant.  Incorporated  by  reference  to
                  Registration  Statement  on Form S-1 filed on November 9, 1995
                  (File No. 33-99180) as amended.

4.03              Form of  Indenture  dated  April  25,  1997,  executed  by the
                  registrant  and the American Stock Transfer and Trust Company,
                  as Trustee (incorporated by reference to the Company's Current
                  Report on Form 8-K filed on September 10, 1997 (Exhibit 4.1)).

4.04              Form  of   Debenture   (incorporated   by   reference  to  the
                  registrant's Current Report on Form 8-K filed on September 10,
                  1997 (Exhibit 4.2)).

4.05              Form of Placement  Warrant  (incorporated  by reference to the
                  registrant's Current Report on Form 8-K filed on September 10,
                  1997 (Exhibit 4.3)).
4.06              Form of Stock Option  Agreement  (incorporated by reference to
                  the registrant's  Registration Statement on Form S-1 (File No.
                  333-33561) filed on August 13, 1997 (Exhibit 4.7)).

*4.07             1995 Stock Option Plan.

*5.01             Opinion of Conyers  Dill & Pearman,  as to the legality of the
                  Common Stock being offered.

*23.01            Consent of Price Waterhouse.

*23.02            Consent of Conyers Dill & Pearman (contained in Exhibit 5.01).

*24.01            Power of attorney of certain  officers  and  directors  of the
                  registrant (contained in the signature page).

--------------
*  Filed herewith.

ITEM 9.    UNDERTAKINGS.

           The undersigned registrant hereby undertakes:

           (1) To file,  during  any  period in which  offers or sales are being
made, 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;

                      (ii) To  reflect  in the  prospectus  any  facts or events
arising  after the  effective  date of the  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 the
registration statement;

                      (iii) To include any material  information with respect to
the plan of distribution not previously disclosed in the registration  statement
or any material change to such information in the registration statement;

provided,  however,  that  paragraphs  (1)(i)  and  (1)(ii)  do not apply if the
registration statement is on Form S-3, Form S-8, and 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 15(d) of the
Securities  Exchange  Act of 1934  that are  incorporated  by  reference  in the
registration statement.
(2) That,  for the purpose of  determining  any  liability  under the
Securities Act of 1933, 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  which remain unsold at the
termination of the offering.

           The undersigned  registrant  hereby  undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  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.

           Insofar  as  indemnification   for  liabilities   arising  under  the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the registrant pursuant to the foregoing provisions described in Item
6 above,  or otherwise,  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 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 Act and
will be governed by the final adjudication of such issue.
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 City of Coconut Grove, State of Florida,  on the 19th day of
September, 1997.

                                                  FIRST SOUTH AFRICA CORP., LTD.

                                                   By: /s/ Clive Kabatznik
                                                      -----------------------
                                                          Clive Kabatznik
                                                          President

           KNOW ALL MEN BY THESE  PRESENTS,  that each  person  whose  signature
below  constitutes and appoints each of Michael Levy and Clive Kabatznik his/her
true and lawful attorney-in-fact and agent, each with full power of substitution
and resubstitution, for him/her and in his/her name, place and stead, in any and
all  capacities,  to  sign  any  and all  amendments  (including  post-effective
amendments)  to this  Registration  Statement,  and to file the  same,  with all
exhibits  thereto  and  other  documents  in  connection  therewith,   with  the
Securities and Exchange Commission, granting unto each said attorney-in-fact and
agent,  full power and  authority to do and perform each and every act and thing
requisite  or necessary  to be done in and about the  premises,  as fully to all
intents and  purposes as he might or could do in person,  hereby  ratifying  and
confirming all that said  attorney-in-fact  and agent or either of them or their
or his substitute or substitutes,  may lawfully do or cause to be done by virtue
hereof.

           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 19th day of September, 1997.

                 SIGNATURE                                 TITLE

By: /s/ Michael Levy                    Chairman of the Board
   ---------------------------
        Michael Levy

By:  /s/ Clive Kabatznik                President, Vice Chairman, Chief
   ---------------------------          Executive Officer, Chief Financial
        Clive Kabatznik                 Officer, Director and Controller

By: /s/ Charles S. Goodwin              Director
   ---------------------------
        Charles S. Goodwin

By: /s/ John Mackey                     Director
   ---------------------------
        John Mackey

By: /s/ Cornelius J. Roodt              Director
   ---------------------------
        Cornelius J. Roodt
EXHIBIT INDEX

Exhibit
Number                        Description
------                        -----------

4.01              Memorandum of Association of the  registrant.  Incorporated by
                  reference  to  Registration  Statement  on Form  S-1  filed on
                  November 9, 1995 (File No. 33-99180) as amended.

4.02              By-Laws  of  the  registrant.  Incorporated  by  reference  to
                  Registration  Statement  on Form S-1 filed on November 9, 1995
                  (File No. 33-99180) as amended.

4.03              Form of  Indenture  dated  April  25,  1997,  executed  by the
                  registrant  and the American Stock Transfer and Trust Company,
                  as Trustee (incorporated by reference to the Company's Current
                  Report on Form 8-K filed on September 10, 1997 (Exhibit 4.1)).

4.04              Form  of   Debenture   (incorporated   by   reference  to  the
                  registrant's Current Report on Form 8-K filed on September 10,
                  1997 (Exhibit 4.2)).

4.05              Form of Placement  Warrant  (incorporated  by reference to the
                  registrant's Current Report on Form 8-K filed on September 10,
                  1997 (Exhibit 4.3)).

4.06              Form of Stock Option  Agreement  (incorporated by reference to
                  the registrant's  Registration Statement on Form S-1 (File No.
                  333-33561) filed on August 13, 1997 (Exhibit 4.7)).

*4.07             1995 Stock Option Plan.

*5.01             Opinion of Conyers  Dill & Pearman,  as to the legality of the
                  Common Stock being offered.

*23.01            Consent of Price Waterhouse.

*23.02            Consent of Conyers Dill & Pearman (contained in Exhibit 5.01).

*24.01            Power of  attorney  of  certain  directors  of the  registrant
                  (contained in the signature page).

--------------
*  Filed herewith