Registration No. 333-
       As filed with the Securities and Exchange Commission on May 1, 1998
================================================================================


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                 ICON CMT CORP.
             (Exact Name of Registrant as Specified in its Charter)

            Delaware                                              13-3603128
(State or Other Jurisdiction of                               (I.R.S. Employer
 Incorporation or Organization)                              Identification No.)

 1200 Harbor Blvd., Weehawken, New Jersey                           07087
 (Address of Principal Executive Offices)                         (Zip Code)

                   AMENDED AND RESTATED 1995 STOCK OPTION PLAN
                            (Full Title of the Plan)

                                 Scott A. Baxter
                                    President
                                 Icon CMT Corp.
                 1200 Harbor Blvd., Weehawken, New Jersey 07087
                     (Name and Address of Agent for Service)

                                  201-601-2000
          (Telephone Number, Including Area Code, of Agent for Service)

                                 with a copy to:

                             Michael Weinsier, Esq.
                       Parker Chapin Flattau & Klimpl, LLP
                           1211 Avenue of the Americas
                            New York, New York 10036
                          Telephone No.: (212) 704-6000
                          Facsimile No.: (212) 704-6288

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
======================================================================================================================
                                                       Proposed Maximum
Title of Securities                    Amount to        Offering Price         Proposed Maximum           Amount of
to Be Register                      be Registered(1)       per Share       Aggregate Offering Price   Registration Fee
----------------------------------------------------------------------------------------------------------------------
<S>                                     <C>                 <C>              <C>                     <C>         
Common Stock, par value $.001
per share........................       867,999             $6.02(2)         $ 5,225,353.98(2)       $1,541.48(2)
----------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.001
per share........................       109,091              6.63(2)             723,273.33(2)          213.37(2)
----------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.001
per share........................       130,301             10.00(2)           1,303,010.00(2)          384.39(2)
----------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.001
per share........................       157,250             10.94(2)           1,720,315.00(2)          507.49(2)
----------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.001
per share........................        65,455             14.27(2)             934,042.85(2)          275.54(2)
----------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.001
per share........................       200,000             15.63(2)           3,126,000.00(2)          922.17(2)
----------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.001
per share........................        32,500             18.50(2)             601,250.00(2)          177.37(2)
----------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.001
per share........................       619,222             21.06(3)          13,084,488.38(3)        3,859.92(3)
----------------------------------------------------------------------------------------------------------------------
              TOTAL                   2,181,818                              $26,680,733.54          $7,870.82
======================================================================================================================
</TABLE>

(1)  Pursuant to Rule  416(b),  there shall also be deemed  covered  hereby such
     additional  securities as may result from  anti-dilution  adjustments under
     the Amended and Restated 1995 Stock Option Plan.
(2)  Estimated solely for the purpose of calculating the registration fee on the
     basis of, pursuant to Rule  457(h)(1),  the price at which such options may
     be exercised.
(3)  Estimated solely for the purpose of calculating the registration fee on the
     basis of, pursuant to Rule 457(h),  the average of the bid and asked prices
     per share of the registrant's Common Stock on the Nasdaq National Market on
     April 30, 1998.


<PAGE>



                                    PART II.

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents are incorporated  herein by reference:  (i) the
description   of  the  Company's   Common  Stock   contained  in  the  Company's
Registration  Statement  on Form 8-A (File No.  0-234777),  filed on December 5,
1997  pursuant  to Section  13(a) of the  Securities  Exchange  Act of 1934,  as
amended (the  "Exchange  Act"),  including any amendment or report filed for the
purpose of updating such description; and (ii) the registrant's Annual Report on
Form 10-K for the Year Ended December 31, 1997.

         All  documents  filed  subsequent  to the  date  of  this  registration
statement  pursuant to Sections  13(a),  13(c), 14 or 15(d) of the Exchange Act,
prior to the filing of a post-effective amendment hereto that indicates that all
securities  offered  have  been sold or that  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.

         Section  145 of the  General  Corporation  Law of the State of Delaware
provides that directors,  officers, employees or agents of Delaware corporations
are entitled,  under certain  circumstances,  to be indemnified against expenses
(including  attorneys'  fees)  and other  liabilities  actually  and  reasonably
incurred  by them in  connection  with any suit  brought  against  them in their
capacity as a director,  officer, employee or agent, if they acted in good faith
and in a manner  they  reasonably  believed  to be in or not opposed to the best
interests  of the  corporation,  and with  respect  to any  criminal  action  or
proceeding,  if they  had no  reasonable  cause to  believe  their  conduct  was
unlawful.  Section 145 also provides  that  directors,  officers,  employees and
agents may also be indemnified  against  expenses  (including  attorneys'  fees)
actually and reasonably  incurred by them in connection  with a derivative  suit
bought against them in their capacity as a director, officer, employee or agent,
as the case may be, if they acted in good faith and in a manner they  reasonably
believed  to be in or not  opposed  to the best  interests  of the  corporation,
except that no indemnification may be made without court approval if such person
was adjudged liable to the corporation.

         Article Eleventh of the Restated Certificate of Incorporation  provides
that the Company  shall  indemnify  any and all  persons to the  fullest  extent
permitted by the General Corporation Law of the State of Delaware.



                                       -2-

<PAGE>



         The Company  maintains a directors  and  officers  liability  insurance
policy with Rock River Insurance  Company.  The policy insures the directors and
officers of the Company  against loss  arising from certain  claims made against
such  directors  or  officers  by reason of certain  wrongful  acts.  The policy
provides for a combined  limit of liability  of  $5,000,000  per policy year for
both  directors'  and  officers'  liability  coverage  at an annual  premium  of
$90,000.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not Applicable.

ITEM 8.  EXHIBITS.

         Exhibit
         Number

         4.1      Restated  Certificate of Incorporation of the Company as filed
                  with  the  Secretary  of  State  of  the  State  of  Delaware.
                  (Incorporated  by  reference  to Exhibit 3.1 to the  Company's
                  Annual Report on Form 10-K for the Fiscal Year Ended  December
                  31, 1997, File No. 0-23477).

         4.2      By-Laws of the Company  (Incorporated  by reference to Exhibit
                  3.2 to the  (Incorporated  by  reference to Exhibit 3.1 to the
                  Company's   Registration  Statement  on  Form  S-1,  File  No.
                  333-38339 (the "Registration Statement")).

         4.3      Amended  and  Restated  1995 Stock  Option Plan of the Company
                  (Incorporated by reference to Exhibit 10.6 to the Registration
                  Statement).

         5.1      Opinion and consent of Parker  Chapin  Flattau & Klimpl,  LLP,
                  counsel to the Company,  as to the legality of the  securities
                  being offered.

         23.1     Consent of Price Waterhouse LLP.

         23.2     Consent of Parker Chapin  Flattau & Klimpl,  LLP (contained in
                  Exhibit 5.1).

         24.1     Power of Attorney  (contained  in the  signature  page to this
                  registration statement).

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 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



                                       -3-

<PAGE>



the aggregate,  represent a fundamental  change in the  information set forth in
the  registration  statement.  Notwithstanding  the  foregoing,  any increase or
decrease  in  volume  of  securities  offered  (if the  total  dollar  value  of
securities offered would not exceed that which was registered) and any deviation
from  the  low or  high  and of the  estimated  maximum  offering  range  may be
reflected in the form of prospectus  filed with the Commission  pursuant to Rule
424(b) if, in the aggregate,  the changes in volume and price  represent no more
than a 20 percent  change in the maximum  aggregate  offering price set forth in
the  "Calculation  of  Registration  Fee"  table in the  effective  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
Exchange Act that are incorporated by reference in the registration statement.

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

         (4)      If the  registrant  is a  foreign  private  issuer,  to file a
post-effective  amendment to the registration statement to include any financial
statements  required  by Rule 3-19 of this  chapter at the start of any  delayed
offering  or  throughout  a  continuous   offering.   Financial  statements  and
information  otherwise  required  by  Section  10(a)(3)  of the Act  need not be
furnished, provided, that the registrant includes in the prospectus, by means of
a  post-effective  amendment,  financial  statements  required  pursuant to this
paragraph  (a)(4)  and other  information  necessary  to  ensure  that all other
information  in the  prospectus  is at  least  as  current  as the date of those
financial   statements.   Notwithstanding   the   foregoing,   with  respect  to
registration  statements  on Form F-3, a  post-effective  amendment  need not be
filed to  include  financial  statements  and  information  required  by Section
10(a)(3) of the Act or Rule 3-19 of this  chapter if such  financial  statements
and information are contained in periodic reports filed with or furnished to the
Commission  by the  registrant  pursuant  to Section 13 or Section  15(d) of the
Exchange Act that are incorporated by reference in the Form F-3.

         The  undersigned  registrant  hereby  undertakes  that, for purposes of
determining any liability under the Act, each filing of the registrant's  annual
report  pursuant to Section  13(a) or Section  15(d) of the  Exchange  Act (and,
where  applicable,  each  filing of an employee  benefit  plan's  annual  report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the registration statement 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.


                                       -4-

<PAGE>



         Insofar as indemnification for liabilities arising under the Act may be
permitted to  directors,  officers  and  controlling  persons of the  registrant
pursuant to the foregoing  provisions,  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.







                                       -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 City of New York, State of New York, on the first day of May,
1998.

                                     ICON CMT CORP.

                                     By: /s/ Scott A. Baxter
                                        -----------------------
                                         Scott A. Baxter
                                         President, Chief Executive Officer and
                                           Chairman of the Board of Directors

                                POWER OF ATTORNEY

         The  undersigned  directors  and  officers  of Icon  CMT  Corp.  hereby
constitute and appoint Scott A. Baxter,  Richard B. Brown and Scott Harmolin and
each of them,  with full power to act  without  the other and with full power of
substitution and resubstitution, our true and lawful attorneys-in-fact with full
power to execute in our name and behalf in the  capacities  indicated  below any
and all amendments (including  post-effective amendments and amendments thereto)
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  and hereby ratify and confirm each and every act and thing that such
attorneys-in-fact,  or any of them, or their  substitutes,  shall lawfully do or
cause to be done by virtue thereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

   SIGNATURES                         TITLE                            DATE
   ----------                         -----                            ----

/s/ Scott A. Baxter      President, Chief Executive Officer and      May 1, 1998
-----------------------  Chairman of the Board of Directors
(Scott A. Baxter)        (Principal Executive Officer)


/s/ Richard M. Brown     Vice President-Information Technologies,    May 1, 1998
-----------------------  Secretary and Director
(Richard M. Brown)              


/s/ Scott Harmolin       Senior Vice President, Chief                May 1, 1998
-----------------------  Technology Officer, and Director
(Scott Harmolin)                      


/s/ Kenneth J. Hall      Senior Vice President, Chief Financial      May 1, 1998
-----------------------  Officer and Treasurer (Principal
(Kenneth J. Hall)        Financial Officer)


/s/ William B. Fischer   Vice President and Controller               May 1, 1998
-----------------------  (Principal Accounting Officer)
(William B. Fischer)         


/s/ Samuel A. Plum       Director                                    May 1, 1998
-----------------------  
(Samuel A. Plum)


/s/ Wayne B. Weisman     Director                                    May 1, 1998
-----------------------  
(Wayne B. Weisman)



                                       -6-

<PAGE>



                                  EXHIBIT INDEX

Exhibit
Number                                                                  Page No.
------                                                                  --------


4.1   Form of  Restated  Certificate  of  Incorporation  of the Company as
      filed  with  the  Secretary  of  State  of the  State  of  Delaware.
      (Incorporated  by reference to Exhibit 3.1 to the  Company's  Annual
      Report on Form 10-K for the Fiscal  Year Ended  December  31,  1997,
      File No. 0-23477).

4.2   By-Laws of the Company  (Incorporated by reference to Exhibit 3.2 to
      the Company's Registration Statement on Form S-1, File No. 333-38339
      (the "Registration Statement")).

4.3   Amended  and  Restated   1995  Stock  Option  Plan  of  the  Company
      (Incorporated  by  reference  to  Exhibit  10.6 to the  registration
      statement).

5.1   Opinion and consent of Parker Chapin Flattau & Klimpl,  LLP, counsel
      to the Company, as to the legality of the securities being offered.

23.1  Consent of Price Waterhouse LLP.

23.2  Consent of Parker Chapin Flattau & Klimpl, LLP (contained in Exhibit
      5.1).

24.1  Power  of  Attorney   (contained  in  the  signature  page  to  this
      registration statement).




                                       -7-
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT ON FORM S-8", "secsgml_size_bytes": 21436}]
{"company-data": {"conformed-name": "ICON CMT CORP", "cik": "0001037330", "assigned-sic": "7373", "irs-number": "133603128", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-51611", "film-number": "98608502"}, "business-address": {"street1": "1200 HARBOR BLVD LINCOLN HARBOR", "street2": "201-601-2000", "city": "WEEKAWKEN", "state": "NJ", "zip": "07087"}}
Registration No. 333-
       As filed with the Securities and Exchange Commission on May 1, 1998
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                 ICON CMT CORP.
             (Exact Name of Registrant as Specified in its Charter)

            Delaware                                              13-3603128
(State or Other Jurisdiction of                               (I.R.S. Employer
 Incorporation or Organization)                              Identification No.)

 1200 Harbor Blvd., Weehawken, New Jersey                           07087
 (Address of Principal Executive Offices)                         (Zip Code)

                   AMENDED AND RESTATED 1995 STOCK OPTION PLAN
                            (Full Title of the Plan)

                                 Scott A. Baxter
                                    President
                                 Icon CMT Corp.
                 1200 Harbor Blvd., Weehawken, New Jersey 07087
                     (Name and Address of Agent for Service)

                                  201-601-2000
          (Telephone Number, Including Area Code, of Agent for Service)

                                 with a copy to:

                             Michael Weinsier, Esq.
                       Parker Chapin Flattau & Klimpl, LLP
                           1211 Avenue of the Americas
                            New York, New York 10036
                          Telephone No.: (212) 704-6000
                          Facsimile No.: (212) 704-6288

                         CALCULATION OF REGISTRATION FEE
======================================================================================================================
                                                       Proposed Maximum
Title of Securities                    Amount to        Offering Price         Proposed Maximum           Amount of
to Be Register                      be Registered(1)       per Share       Aggregate Offering Price   Registration Fee
----------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.001
per share........................       867,999             $6.02(2)         $ 5,225,353.98(2)       $1,541.48(2)
----------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.001
per share........................       109,091              6.63(2)             723,273.33(2)          213.37(2)
----------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.001
per share........................       130,301             10.00(2)           1,303,010.00(2)          384.39(2)
----------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.001
per share........................       157,250             10.94(2)           1,720,315.00(2)          507.49(2)
----------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.001
per share........................        65,455             14.27(2)             934,042.85(2)          275.54(2)
----------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.001
per share........................       200,000             15.63(2)           3,126,000.00(2)          922.17(2)
----------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.001
per share........................        32,500             18.50(2)             601,250.00(2)          177.37(2)
----------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.001
per share........................       619,222             21.06(3)          13,084,488.38(3)        3,859.92(3)
----------------------------------------------------------------------------------------------------------------------
              TOTAL                   2,181,818                              $26,680,733.54          $7,870.82
======================================================================================================================
(1)  Pursuant to Rule  416(b),  there shall also be deemed  covered  hereby such
     additional  securities as may result from  anti-dilution  adjustments under
     the Amended and Restated 1995 Stock Option Plan.
(2)  Estimated solely for the purpose of calculating the registration fee on the
     basis of, pursuant to Rule  457(h)(1),  the price at which such options may
     be exercised.
(3)  Estimated solely for the purpose of calculating the registration fee on the
     basis of, pursuant to Rule 457(h),  the average of the bid and asked prices
     per share of the registrant's Common Stock on the Nasdaq National Market on
     April 30, 1998.
PART II.

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents are incorporated  herein by reference:  (i) the
description   of  the  Company's   Common  Stock   contained  in  the  Company's
Registration  Statement  on Form 8-A (File No.  0-234777),  filed on December 5,
1997  pursuant  to Section  13(a) of the  Securities  Exchange  Act of 1934,  as
amended (the  "Exchange  Act"),  including any amendment or report filed for the
purpose of updating such description; and (ii) the registrant's Annual Report on
Form 10-K for the Year Ended December 31, 1997.

         All  documents  filed  subsequent  to the  date  of  this  registration
statement  pursuant to Sections  13(a),  13(c), 14 or 15(d) of the Exchange Act,
prior to the filing of a post-effective amendment hereto that indicates that all
securities  offered  have  been sold or that  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.

         Section  145 of the  General  Corporation  Law of the State of Delaware
provides that directors,  officers, employees or agents of Delaware corporations
are entitled,  under certain  circumstances,  to be indemnified against expenses
(including  attorneys'  fees)  and other  liabilities  actually  and  reasonably
incurred  by them in  connection  with any suit  brought  against  them in their
capacity as a director,  officer, employee or agent, if they acted in good faith
and in a manner  they  reasonably  believed  to be in or not opposed to the best
interests  of the  corporation,  and with  respect  to any  criminal  action  or
proceeding,  if they  had no  reasonable  cause to  believe  their  conduct  was
unlawful.  Section 145 also provides  that  directors,  officers,  employees and
agents may also be indemnified  against  expenses  (including  attorneys'  fees)
actually and reasonably  incurred by them in connection  with a derivative  suit
bought against them in their capacity as a director, officer, employee or agent,
as the case may be, if they acted in good faith and in a manner they  reasonably
believed  to be in or not  opposed  to the best  interests  of the  corporation,
except that no indemnification may be made without court approval if such person
was adjudged liable to the corporation.

         Article Eleventh of the Restated Certificate of Incorporation  provides
that the Company  shall  indemnify  any and all  persons to the  fullest  extent
permitted by the General Corporation Law of the State of Delaware.

                                       -2-
The Company  maintains a directors  and  officers  liability  insurance
policy with Rock River Insurance  Company.  The policy insures the directors and
officers of the Company  against loss  arising from certain  claims made against
such  directors  or  officers  by reason of certain  wrongful  acts.  The policy
provides for a combined  limit of liability  of  $5,000,000  per policy year for
both  directors'  and  officers'  liability  coverage  at an annual  premium  of
$90,000.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not Applicable.

ITEM 8.  EXHIBITS.

         Exhibit
         Number

         4.1      Restated  Certificate of Incorporation of the Company as filed
                  with  the  Secretary  of  State  of  the  State  of  Delaware.
                  (Incorporated  by  reference  to Exhibit 3.1 to the  Company's
                  Annual Report on Form 10-K for the Fiscal Year Ended  December
                  31, 1997, File No. 0-23477).

         4.2      By-Laws of the Company  (Incorporated  by reference to Exhibit
                  3.2 to the  (Incorporated  by  reference to Exhibit 3.1 to the
                  Company's   Registration  Statement  on  Form  S-1,  File  No.
                  333-38339 (the "Registration Statement")).

         4.3      Amended  and  Restated  1995 Stock  Option Plan of the Company
                  (Incorporated by reference to Exhibit 10.6 to the Registration
                  Statement).

         5.1      Opinion and consent of Parker  Chapin  Flattau & Klimpl,  LLP,
                  counsel to the Company,  as to the legality of the  securities
                  being offered.

         23.1     Consent of Price Waterhouse LLP.

         23.2     Consent of Parker Chapin  Flattau & Klimpl,  LLP (contained in
                  Exhibit 5.1).

         24.1     Power of Attorney  (contained  in the  signature  page to this
                  registration statement).

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 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

                                       -3-
the aggregate,  represent a fundamental  change in the  information set forth in
the  registration  statement.  Notwithstanding  the  foregoing,  any increase or
decrease  in  volume  of  securities  offered  (if the  total  dollar  value  of
securities offered would not exceed that which was registered) and any deviation
from  the  low or  high  and of the  estimated  maximum  offering  range  may be
reflected in the form of prospectus  filed with the Commission  pursuant to Rule
424(b) if, in the aggregate,  the changes in volume and price  represent no more
than a 20 percent  change in the maximum  aggregate  offering price set forth in
the  "Calculation  of  Registration  Fee"  table in the  effective  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
Exchange Act that are incorporated by reference in the registration statement.

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

         (4)      If the  registrant  is a  foreign  private  issuer,  to file a
post-effective  amendment to the registration statement to include any financial
statements  required  by Rule 3-19 of this  chapter at the start of any  delayed
offering  or  throughout  a  continuous   offering.   Financial  statements  and
information  otherwise  required  by  Section  10(a)(3)  of the Act  need not be
furnished, provided, that the registrant includes in the prospectus, by means of
a  post-effective  amendment,  financial  statements  required  pursuant to this
paragraph  (a)(4)  and other  information  necessary  to  ensure  that all other
information  in the  prospectus  is at  least  as  current  as the date of those
financial   statements.   Notwithstanding   the   foregoing,   with  respect  to
registration  statements  on Form F-3, a  post-effective  amendment  need not be
filed to  include  financial  statements  and  information  required  by Section
10(a)(3) of the Act or Rule 3-19 of this  chapter if such  financial  statements
and information are contained in periodic reports filed with or furnished to the
Commission  by the  registrant  pursuant  to Section 13 or Section  15(d) of the
Exchange Act that are incorporated by reference in the Form F-3.

         The  undersigned  registrant  hereby  undertakes  that, for purposes of
determining any liability under the Act, each filing of the registrant's  annual
report  pursuant to Section  13(a) or Section  15(d) of the  Exchange  Act (and,
where  applicable,  each  filing of an employee  benefit  plan's  annual  report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the registration statement 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.

                                       -4-
Insofar as indemnification for liabilities arising under the Act may be
permitted to  directors,  officers  and  controlling  persons of the  registrant
pursuant to the foregoing  provisions,  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.

                                       -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 City of New York, State of New York, on the first day of May,
1998.

                                     ICON CMT CORP.

                                     By: /s/ Scott A. Baxter
                                        -----------------------
                                         Scott A. Baxter
                                         President, Chief Executive Officer and
                                           Chairman of the Board of Directors

                                POWER OF ATTORNEY

         The  undersigned  directors  and  officers  of Icon  CMT  Corp.  hereby
constitute and appoint Scott A. Baxter,  Richard B. Brown and Scott Harmolin and
each of them,  with full power to act  without  the other and with full power of
substitution and resubstitution, our true and lawful attorneys-in-fact with full
power to execute in our name and behalf in the  capacities  indicated  below any
and all amendments (including  post-effective amendments and amendments thereto)
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  and hereby ratify and confirm each and every act and thing that such
attorneys-in-fact,  or any of them, or their  substitutes,  shall lawfully do or
cause to be done by virtue thereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

   SIGNATURES                         TITLE                            DATE
   ----------                         -----                            ----

/s/ Scott A. Baxter      President, Chief Executive Officer and      May 1, 1998
-----------------------  Chairman of the Board of Directors
(Scott A. Baxter)        (Principal Executive Officer)

/s/ Richard M. Brown     Vice President-Information Technologies,    May 1, 1998
-----------------------  Secretary and Director
(Richard M. Brown)              

/s/ Scott Harmolin       Senior Vice President, Chief                May 1, 1998
-----------------------  Technology Officer, and Director
(Scott Harmolin)                      

/s/ Kenneth J. Hall      Senior Vice President, Chief Financial      May 1, 1998
-----------------------  Officer and Treasurer (Principal
(Kenneth J. Hall)        Financial Officer)

/s/ William B. Fischer   Vice President and Controller               May 1, 1998
-----------------------  (Principal Accounting Officer)
(William B. Fischer)         

/s/ Samuel A. Plum       Director                                    May 1, 1998
-----------------------  
(Samuel A. Plum)

/s/ Wayne B. Weisman     Director                                    May 1, 1998
-----------------------  
(Wayne B. Weisman)

                                       -6-
EXHIBIT INDEX

Exhibit
Number                                                                  Page No.
------                                                                  --------

4.1   Form of  Restated  Certificate  of  Incorporation  of the Company as
      filed  with  the  Secretary  of  State  of the  State  of  Delaware.
      (Incorporated  by reference to Exhibit 3.1 to the  Company's  Annual
      Report on Form 10-K for the Fiscal  Year Ended  December  31,  1997,
      File No. 0-23477).

4.2   By-Laws of the Company  (Incorporated by reference to Exhibit 3.2 to
      the Company's Registration Statement on Form S-1, File No. 333-38339
      (the "Registration Statement")).

4.3   Amended  and  Restated   1995  Stock  Option  Plan  of  the  Company
      (Incorporated  by  reference  to  Exhibit  10.6 to the  registration
      statement).

5.1   Opinion and consent of Parker Chapin Flattau & Klimpl,  LLP, counsel
      to the Company, as to the legality of the securities being offered.

23.1  Consent of Price Waterhouse LLP.

23.2  Consent of Parker Chapin Flattau & Klimpl, LLP (contained in Exhibit
      5.1).

24.1  Power  of  Attorney   (contained  in  the  signature  page  to  this
      registration statement).

                                       -7-