<PAGE>

   As filed with the Securities and Exchange Commission on December 31, 1997

                                                            Registration No 333-
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                               ------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                        Under the Securities Act of 1933

                            AFP IMAGING CORPORATION
             (Exact Name of Registrant as Specified in its Charter)


New York                                                13-5670050
(State or other jurisdiction of                         (I.R.S. Employer
Incorporation or Organization)                          Identification Number)

250 Clearbrook Road, Elmsford, New York                      10523
(Address of principal executive offices)                     (Zip Code)


                        1992 EMPLOYEE STOCK OPTION PLAN
                             1995 STOCK OPTION PLAN
                                      AND
                            CONSULTANT'S OPTION PLAN
                            (Full Title of the Plan)

                             David Vozick, Chairman
                            AFP IMAGING CORPORATION
                               250 Clearbrook Road
                            Elmsford, New York 10523
                                 (914) 592-6100

           (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

A copy of all communications, including communications sent to the agent for
service should be sent to:

                               Jack Becker, Esq.
                            Snow Becker Krauss P.C.
                                605 Third Avenue
                           New York, N.Y. 10158-0125
                                 (212) 687-3860

                         -----------------------------


                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
Title of Each Class        Amount         Proposed Maximum      Proposed Maximum            
 of Securities to          to be              Offering              Aggregate           Amount of
  be Registered          Registered       Price Per Share        Offering Price      Registration Fee
<S>                       <C>             <C>                   <C>                  <C>    
Stock Options             400,000(1)              --                 --                    (2)

Common Stock,
par value
$.01 per share            400,000(3)(4)         $ .75(5)          $300,000               $90.91
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

Title of Each Class        Amount         Proposed Maximum        Proposed Maximum            
 of Securities to          to be              Offering               Aggregate          Amount of
  be Registered          Registered       Price Per Share          Offering Price    Registration Fee
<S>                       <C>             <C>                    <C>                 <C>   
Stock Options            1,100,000(6)               --                      --             (2)

Common Stock,
par value 
$.10 per share           1,100,000(7)(8)       $ 2.03(5)            $2,233,000           $676.67

Stock Options              150,000(9)               --                      --             (2)

Common Stock,
par value
$.01 per share             150,000(10)         $ 2.37                 $355,500           $107.73

Total  ............................................................................      $875.31
</TABLE>

(1)  Represents options granted or to be granted pursuant to the 1992 Employee
     Stock Option Plan (the "1992 Plan") of AFP Imaging Corporation (the
     "Registrant"). Each option entitles the holder thereof to purchase one
     share of the common stock, .01 par value (the "Common Stock"), of the
     Registrant.

(2)  No registration fee is required pursuant to Rule 457(h)(2).

(3)  The amount being registered represents 79,380 shares of Common Stock
     issued to employees of the Registrant as a result of the exercise of
     options granted under the 1992 Plan (of which 59,880 were exercised by
     affiliates of the Company, as defined in Rule 405 under the Securities 
     Act of 1933, as amended) and 320,620 shares of Common Stock purchasable 
     upon exercise of options previously granted or which may become available 
     for regrant pursuant to the 1992 Plan.


(4)  Pursuant to Rule 416, includes an indeterminate number of shares of Common
     Stock which may become issuable pursuant to the anti-dilution provisions of
     the 1992 Plan.

(5)  Calculated solely for the purpose of determining the registration fee
     pursuant to Rule 457(h)(1) based upon the average exercise price.

(6)  Represents options granted or to be granted pursuant to the 1995 Stock
     Option Plan (the "1995 Plan") of the Registrant. Each option entitles the
     holder thereof to purchase one share of the Common Stock of the Registrant.

(7)  The amount being registered represents 20,000 shares of Common Stock issued
     to employees of the Registrant as a result of the exercise of options
     granted under the 1995 Plan (of which none were exercised by Affiliates of
     the Company) and 1,080,000 shares of Common Stock purchasable upon 
     exercise of options previously granted, available for grant and/or which
     may become available for regrant pursuant to the 1995 Plan.

(8)  Pursuant to Rule 416, includes an indeterminate number of shares of Common
     Stock which may become issuable pursuant to the antidilution provisions of
     the 1995 Plan.

(9)  Represents options granted to a certain Director of the Registrant, in his
     capacity as a consultant of the Registrant and not as a Director, outside
     of the 1992 Plan and the 1995 Plan for services to be performed to the
     Registrant (the "Consultant's Options").

(10) Represents shares purchasable upon exercise of the Consultant's Options.

                                      NOTE

                                      -ii-
<PAGE>

     This Registration Statement includes a form of prospectus to be used by
certain persons who may be deemed to be affiliates of the Registrant in
connection with the resale of shares of Common Stock received by such persons
pursuant to the exercise of options granted under the Registrant's 1992 Plan,
under the Registrant's 1995 Plan and under the Stock Option Agreement dated
September 19, 1997 between the Registrant and Robert L. Rosen, which shares are
subject to this Registration Statement.

                                     -iii-

<PAGE>

PROSPECTUS

                            AFP IMAGING CORPORATION

                                1,650,000 SHARES

     This Prospectus has been prepared by AFP Imaging Corporation, a New York
corporation (the "Company"), for use upon resale of shares of the Company's
common stock, par value $.01 per share (the "Common Stock"), by certain officers
and directors of the Company who may be considered "affiliates" (as defined in
Rule 405 under the Securities Act of 1933, as amended (the "Securities Act")) of
the Company (collectively, the "Selling Shareholders") who have acquired or may
acquire Common Stock upon exercise of options ("Options") granted or which may
become available for regrant under the AFP Imaging Corporation 1992 Employee 
Stock Option Plan (the "1992 Plan"), granted or to be granted or which may 
become available for regrant under the AFP Imaging Corporation 1995 Stock Option
Plan (the "1995 Plan"), or granted pursuant to the Stock Option Agreement dated
September 19, 1997 between the Company and Robert L. Rosen (the "Consultant's
Option Plan") to purchase an aggregate of 1,650,000 shares of Common Stock (the
"Shares"). The maximum number of Shares which may be offered or sold hereunder
is subject to adjustment in the event of stock splits or dividends,
recapitalizations and other similar changes affecting the Common Stock. The
Common Stock is listed on the NASDAQ Sma11Cap Market, and it is anticipated that
the Selling Shareholders will offer shares of Common Stock for resale at
prevailing prices on the Nasdaq SmallCap Market (or other market, if the Common
Stock is then trading thereon) on the date of sale. See "Plan of Distribution."
The Company will receive none of the proceeds from the sale of the Common Stock
offered hereby, but it will receive the exercise price upon exercise of Options.

  THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
    EXCHANGE COMMISSION; NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR
      ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
                               CRIMINAL OFFENSE.

     No person is authorized to give any information or to make any
representations other than those contained in this Prospectus in connection with
any offer to sell or sale of the securities to which this Prospectus relates,
and if given or made, such information or representations must not be relied
upon as having been authorized. Neither the delivery of this Prospectus nor any
sale made hereunder shall, under any circumstances, imply that there has been no
change in the facts herein set forth since the date hereof. This Prospectus
does not constitute an offer to sell to or a solicitation of any offer to buy
from any person in any state in which any such offer or solicitation would be
unlawful.

                The date of this Prospectus is December 31, 1997.

<PAGE>

                              AVAILABLE INFORMATION

     The Company is subject to the information requirements of the Securities

Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports and other information with the Securities and Exchange
Commission (the "Commission"). Such reports, proxy statements and other
information filed by the Company may be inspected and copied at the public
reference facilities maintained by the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549 and at the Commission's regional offices located at
Seven World Trade Center, New York, New York 10048, and at Northwestern Atrium
Center, 500 West Madison Street, Chicago, Illinois 60661. Copies of such
material may be obtained, at prescribed rates, by writing to the Commission,
Public Reference Section, 450 Fifth Street, N.W. Washington, D.C. 20549. The
Commission maintains a web site (http://www.sec.gov) that contains reports,
proxy and information statements and other information regarding registrants
that file electronically. The Common Stock is listed on the Nasdaq SmallCap
Market. Copies of reports, proxy statements and other information concerning the
Company may also be inspected at the office of Nasdaq SmallCap Market, 1735 K
Street, N.W., Washington, D.C. 20006.

     A registration statement on Form S-8 with respect to the Shares (the
"Registration Statement") has been filed with the Commission under the
Securities Act. This Prospectus constitutes the Prospectus of the Company that
is filed as part of such Registration Statement with respect to the sale of the
Shares by the Selling Shareholders. As permitted by the rules and regulations of
the Commission, this Prospectus omits certain information contained in the
Registration Statement and reference is hereby made to the Registration
Statement for further information with respect to the Company and the Common
Stock.

                      DOCUMENTS INCORPORATED BY REFERENCE

     The Company hereby incorporates by reference the documents listed below:

     (a) The Company's Annual Report on Form 10-K for the fiscal year ended June
30, 1997 ("Form 10-K");

     (b) The Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1997 ("Form 10-Q").

     All documents subsequently filed by the Company after the date of this
Prospectus pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act
shall be deemed to be incorporated by reference herein and to be a part hereof
from the date of filing of such documents. Any statement contained in a
previously filed document incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Prospectus to the extent that a
statement herein modifies or supersedes such statement; and any statement
contained herein shall be deemed to be modified or superseded to the extent that
a statement in any document subsequently filed, which is incorporated by
reference herein, modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.

     The Company will provide without charge to each person to whom a copy of
this Prospectus is delivered, upon written or oral request of such person, a
copy of any or all of the information that has been incorporated by reference in
this Prospectus (not including exhibits to such information, unless such

exhibits are specifically incorporated by reference into the information which
this Prospectus incorporates). Written requests for copies of such information
should be directed to the Company at 250 Clearbrook Road, Elmsford, New York
10523, Attention: Secretary. Telephone requests may be directed to the Secretary
at (914) 592-6100.

                                  THE COMPANY

                                       2


<PAGE>


     The Company's principal products and services are as follows:

Medical, Dental and Industrial X-Ray Processors & Accessories

     The Company manufactures and distributes a line of free-standing and table
top medical, dental and industrial x-ray film processors. Various models of
these machines are capable of processing or developing up to 400 films per hour.
The exposed film is inserted into equipment and returned to the operator
developed, fixed, washed and dried. The equipment can be located either in a
dark room site or adapted to a daylight self-loading system. These units are
used for diagnostic x-ray imaging and industrial, non-destructive testing
applications. The Company's products are distributed worldwide through an
unaffiliated dealer network.

Digital Dental Imaging Systems

     The Company manufactures and distributes a filmless digital dental
radiography system, based on electronic imaging technology. Such technology
creates dental images on a computer screen that operates in a Windows based
software environment. Currently, these products are being sold in Europe, Latin
America and Asia. The Company will introduce these products into North American
markets in fiscal 1998.

Diagnostic Imagers and Viewers

     The Company manufactures a line of digital and analog multiformat compact
cameras to permanently record and document the images produced during diagnostic
examinations from several different applications. The cameras can produce
anywhere from one to six images on films that can be processed and developed in
Company manufactured film processors. The Company has the distribution rights to
a line of European monitors specifically designed for the high resolution needs
of the medical display market.

X-Ray Systems

     The Company has the distribution rights to a European dental x-ray machine
for the North American market. The x-ray film exposed by each of these units is
then developed in the Company's processors. This x-ray product is also
compatible with the Company's digital x-ray unit.


Graphic Arts Processors

     The Company manufactures and distributes various sized graphic arts
processors which develop different photosensitive materials such as rapid access
film and papers. These processors are intended for use with photo typesetting,
graphics and other pre-printing press applications. Newspapers, publishers and
commercial printers are primarily customers for these products.

     The executive offices of the Company are located at 250 Clearbrook Road,
Elmsford, New York 10523, and the Company's telephone number is (914) 592-6100.

                                USE OF PROCEEDS

     The Company will not receive any of the proceeds from the sale of the
Shares. However, the Company expects to use the proceeds from the exercise of
the Options for working capital and other general corporate purposes.

                              SELLING SHAREHOLDERS

                                       3


<PAGE>

     The shares of Common Stock to which this Prospectus relates are being
registered for reoffers and resales by the Selling Shareholders who have
acquired or may acquire such shares pursuant to the exercise of Options. The
Selling Shareholders named below may resell all, a portion or none of such
shares from time to time.

     The table below sets forth with respect to each Selling Shareholder, based
upon information available to the Company as of December 30, 1997, the number of
shares of Common Stock beneficially owned before and after the sale of the
shares offered hereby; the number of shares to be sold; and the percent of the
outstanding shares of Common Stock owned before and after the sale of the Common
Stock offered hereby.

<TABLE>
<CAPTION>

Name of             Number of            Number of            Number of                 Percentage of Shares of Common
Beneficial          Shares of Common     Shares to be         Shares Owned                    Stock Owned
Owner               Stock Owned          Sold                 After Offering
                                                                                        Before Offering    After Offering
                                                                                        (1)(2)            (1)(2)
<S>                <C>                   <C>                 <C>                        <C>               <C>    

David Vozick         1,861,963(3)(5)        300,000              1,561,963                   19.2%             16.1%
(Chairman,
Secretary and
Treasurer)

Donald Rabinovitch   1,693,863(4)(5)        300,000              1,393,863                   17.5%             14.4%
(President and 

Director)

Robert L. Rosen        646,895(6)           150,000                496,895                    6.7%              5.1% 
(Director)

Robert Blatt             703,963               0                   703,963                    7.3%              7.3% 
(Director)

Jack Becker             41,022(7)             9,000                 32,022                      *                *
(Director)

Elise Nissen            50,000(8)            50,000                   0                         1%               -    
(Chief Financial
Officer)

Shamus Carrall          35,000(9)            35,000                   0                         *                -
(Chief Operating
Officer)
</TABLE>

* Represents less than 1% of the shares of Cornrnon Stock Outstanding

(1)  Unless otherwise noted, the Company believes that all persons named in the
     table have sole voting and investment power with respect to all Common
     Stock beneficially owned by them. A person is deemed to be the beneficial
     owner of securities that can be acquired by such person within 60 days from
     the date hereof upon the exercise of options. Each beneficial owner's
     percentage ownership is determined by assuming that options are held by
     such person (but not those held by any other person) and which are
     exercisable within 60 days from the date hereof have been exercised.

(2)  Based on 9,767,950 shares of Common Stock outstanding as of December 30, 
     1997.

(3)  Include shares held in trust for Mr. Vozick's three children.

(4)  Includes 231,000 shares owned by Mr. Rabinovitch's three children.


                                       4
<PAGE>


(5)  In the case of both Messrs. Vozick and Rabinovitch, the amount includes
     275,060 stock options issued to each of them of which all are currently
     exercisable and 24,940 stock options previously exercised by each. It also
     includes 150,000 shares of Common Stock owned of record by Mr. Vozick's
     family foundation and 140,000 shares of Common Stock owned of record by Mr.
     Rabinovitch's family foundation. Messrs. Vozick and Rabinovitch disclaim
     beneficial ownership with respect to the shares owned by their respective

     family foundations.

(6)  Includes stock options to acquire 150,000 shares of the Company, all of
     which are currently exercisable. Such options were issued in consideration
     for consulting services to be provided at a future date.

(7)  Includes 9,000 stock options issued which are currently exercisable and
     25,000 shares held by Snow Becker Krauss P.C., counsel to the Company, of
     which Mr. Becker is a principal.

(8)  Includes 10,000 shares of Common Stock received upon the exercise of stock
     options previously exercised and 40,000 stock options which are all 
     currently exercisable.

(9) Consists of 35,000 stock options which are all currently exercisable.

                              PLAN OF DISTRIBUTION

     The Shares may be sold or transferred for value by the Selling
Shareholders, or by pledgees, donees, transferees or other successors in
interest to the Selling Shareholders, in one or more transactions on the NASDAQ
SmallCap Market (or any successor stock exchange), in negotiated transactions or
in a combination of such methods of sale, at market prices prevailing at the
time of sale, at prices related to such prevailing market prices or at prices
otherwise negotiated. The Selling Shareholders may effect such transactions by
selling the Shares to or through brokers-dealers, and such broker-dealers may
receive compensation in the form of underwriting discounts, concessions or
commissions from the Selling Shareholders and/or the purchasers of the
Securities for whom such broker-dealers may act as agent (which compensation may
be less than or in excess of customary commissions). The Selling Shareholders
and any broker-dealers that participate in the distribution of the Shares may
be deemed to be "underwriters" within the meaning of Section 2(11) of the
Securities Act, and any commissions received by them and any profit on the
resale of the Shares sold by them may be deemed to be underwriting discounts and
commissions under the Securities Act. All selling and other expenses incurred by
individual Selling Shareholders will be borne by such Selling Shareholders.

     Upon the Company's being notified by a Selling Shareholder that any
material arrangement has been entered into with a broker or dealer for the sale
of Shares through a secondary distribution, or a purchase by a broker or dealer,
a supplemented Prospectus will be filed, if required, pursuant to Rule 424(b)
under the Securities Act, disclosing (a) the name of each of such Selling
Shareholder and the participating broker-dealers, (b) the number of Shares
involved, (c) the price at which such Shares are being sold, (d) the
commissions paid or the discounts or concessions allowed to such
broker-dealers, (e) where applicable, that such broker-dealers did not conduct
any investigation to verify the information set out or incorporated by reference
in the Prospectus, as supplemented, and (f) other facts material to the
transaction.

     In addition to any such number of Shares sold hereunder, a Selling
Shareholder may, at the same time, sell any shares of Common Stock, including
the Shares, owned by him in compliance with all of the requirements of Rule 144
under the Securities Act, regardless of whether such shares are covered by this
Prospectus.


     There is no assurance that any of the Selling Shareholders will sell any or
all of the Shares offered hereby.

     The Company will pay all expenses in connection with this offering, other
than commissions and discounts of underwriters, dealers or agents.

                                       5


<PAGE>

                                  LEGAL MATTERS

     The validity of the shares of Common Stock offered hereby has been passed
upon for the Company by Snow Becker Krauss P.C., 605 Third Avenue, New York, New
York 10158. Snow Becker Krauss P.C. owns 25,000 shares of Common Stock (the "SBK
Shares"). In addition, Jack Becker, a member of Snow Becker Krauss P.C. and a
director of the Company, beneficially owns, directly and indirectly, an
aggregate of 41,022 shares of Common Stock, which amount includes the SBK
Shares.

                                    EXPERTS

     The audited financial statements and schedules incorporated by reference in
this Prospectus and elsewhere in the registration statement have been audited by
Arthur Andersen LLP, independent public accountants, as indicated in their
reports with respect thereto, and are incorporated by reference herein by
reliance upon the authority of said firm as experts in giving said reports.

     COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, offficers or persons controlling the Company
pursuant to the foregoing provisions, the Company has been informed that in the
opinion of the Securities and Exchamge Commission such indemnification is
against public policy as expressed in the Securities Act and is therefore
unenforceable.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents By Reference.

     The following documents filed with the Securities and Exchange Commission
(the "Commission") by AFP Imaging Corporation, a New York corporation (the
"Registrant"), pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), are incorporated by reference in this registration statement.

     (1) The Registrant's Annual Report on Form 10-K for the fiscal year ended
June 30, 1997.

     (2) The Registrant's Quarterly Report on Form 10-Q for the quarter ended

September 30, 1997.

     All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, 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 herein and to be a part hereof from the date of
filing of such documents. Any statement contained in a document incorporated or
deemed to be incorporated by reference herein 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 incorporated or deemed to be incorporated by reference herein 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.

     Not applicable.

<PAGE>

Item 5. Interests of Named Experts and Counsel

     Snow Becker Krauss P.C., counsel to the Registrant, owns 25,000 shares of
Common Stock (the "SBK Shares"). In addition, Jack Becker, a member of Snow
Becker Krauss P.C. and a Director of the Registrant, owns, directly or
indirectly, an aggregate of 41,022 shares of Common Stock, which amount includes
the SBK Shares.

Item 6. Indemnification of Directors and Officers.

     Under the New York Business Corporation Law (the "NYBCL"), a corporation
may indemnify any person made, or threatened to be made, a party to any action
or proceeding, except for shareholder derivative suits, by reason of the fact
that he or she was a director or officer of the corporation, provided such
director or officer acted in good faith for a purpose which he or she reasonably
believed to be in the best interests of the corporation and, in criminal
proceedings, had no reasonable cause to believe his or her conduct was unlawful.
Indemnification may be provided against judgments, fines, amounts paid in
settlement and reasonable expenses, including attorney's fees actually and
necessarily incurred as a result of such action, proceeding or appeal therefrom.
New York law also provides that expenses incurred in defending a civil or
criminal action may be paid by the corporation in advance of the final
disposition of such proceedings upon receipt of an undertaking by or on behalf
of such director or officer to repay such amount if it is ultimately determined
that such person was not entitled to such indemnification.

     In the case of shareholder derivative suits, the corporation may indemnify
any person by reason of the fact that he or she was a director or officer of the
corporation if he or she acted in good faith for a purpose which he or she
reasonably believed to be in the best interest of the corporation, except that
no indemnification may be made in respect of (i) a threatened action, or a
pending action which is settled or otherwise disposed of, or (ii) any claim,

issue or matter as to which such person has been adjudged to be liable to the
corporation, unless and only to the extent that the court in which the action
was brought, or, if no action was brought, any court of competent jurisdiction,
determines upon application that, in view of all the circumstances of the case,
the person is fairly and reasonably entitled to indemnity for such portion of
the settlement amount and expenses as the court deems proper.

     The indemnification and advancement of the expenses described above under
the NYBCL is not exclusive of other indemnification rights to which a director
or officer may be entitled, whether contained in the certificate of
incorporation or by-laws or when authorized by (i) such certificate of
incorporation or by-laws, (ii) a resolution of shareholders, (iii) a resolution
of directors, or (iv) an agreement providing for such indemnification, provided
that no indemnification may be made to or on behalf of any director or officer
if a judgment or other final adjudication adverse to the director or officer
establishes that his or her acts were committed in bad faith or were the result
of active and deliberate dishonesty and were material to the cause of action so
adjudicated, or that he or she personally gained in fact a financial profit or
other advantage to which he or she was not legally entitled.

     Any person who has been successful on the merits or otherwise in the
defense of a civil or criminal action or proceeding will be entitled to
indemnification. Except as provided in the preceding sentence, unless ordered by
a court pursuant to the NYBCL, any indemnification under the NYBCL pursuant to
the above paragraphs may be made only if authorized in the specific case and
after a finding that the director or officer met the requisite standard of
conduct (i) by the disinterested directors if a quorum is available or (ii) in
the event a quorum of disinterested directors is not available, if so directed
by either (A) the board upon the written opinion of independent legal counsel or
(B) by the shareholders.

     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 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 SECURITIES ACT
AND IS, THEREFORE, UNENFORCEABLE.

Item 7. Exemption From Registration Claimed.


<PAGE>

     Not applicable.

Item 8. Exhibits.

Exhibit No.              Description of Exhibit                        
-----------              ----------------------                        
                                                                       
4.1                1992 Employee Stock Option Plan.                    
                                                                       
4.2                1995 Stock Option Plan.                             
                                                                       

4.3                Stock Option Agreement between the Registrant
                   and Robert L. Rosen.                                
                                                                       
5.1                Opinion of Snow Becker Krauss P.C.                  
                                                                       
23.1               Consent of Snow Becker Krauss P.C. (included in
                   Exhibit 5.1 hereto).                                
                                                                       
23.2               Consent of Arthur Andersen LLP.                     
                                                                               
Item 9. Undertakings.

     (a) 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, represents 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;

          (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; and

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

     (b) 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 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15 (d) of the
Securities Exchange Act of 1934) 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.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or controlling persons of
the Registrant pursuant to any arrangement, provision 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
Securities Act of 1933 and is, therefore, unenforceable. In the event that claim

<PAGE>

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 of 1933 and will be governed by the final adjudication of such issue.


<PAGE>

                                   SIGNATURES


     In accordance with the requirements of the Securities Act of 1933, as
amended, 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 Elmsford, State of New York, on this 31st day of
December 1997.



                                       AFP IMAGING CORPORATION

                                       By: /s/ David Vozick
                                           ----------------------------------
                                           David Vozick
                                           Chairman of the Board of Directors



                               POWERS OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints David Vozick and Jack Becker and each of
them as his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) and supplements to this Registration Statement, and to file the same
with the Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection therewith, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them or their
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.


     Pursuant to the requirements of the Securities Act of 1933, as amended, 
this registration statement has been signed below by the following persons, in
the capacities indicated, on December 31, 1997:


/s/ David Vozick                                 /s/ Jack Becker             
--------------------------------------           --------------------------- 
David Vozick, Chairman of the Board of           Jack Becker, Director       
Directors, Secretary and Treasurer                                              
                                                                                

/s/ Donald Rabinovitch                           /s/ Robert Blatt            
--------------------------------------           --------------------------- 
Donald Rabinovitch,                              Robert Blatt, Director      
President and Director
(Principal Executive Officer)


/s/ Elise Nissen
--------------------------------------
Elise Nissen,
Chief Financial Officer
(Principal Financial and
Accounting Officer)


<PAGE>


                                  EXHIBIT INDEX
                                  -------------

Exhibit No.             Description of Exhibit                     Page Number
-----------             ----------------------                     -----------

4.1               1992 Employee Stock Option Plan.

4.2               1995 Stock Option Plan.

4.3               Stock Option Agreement between the Registrant
                  and Robert L. Rosen.

5.1               Opinion of Snow Becker Krauss P.C.

23.1              Consent of Snow Becker Krauss P.C. (included
                  in Exhibit 5.1 hereto).

23.2              Consent of Arthur Andersen LLP.
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 39983}]
{"company-data": {"conformed-name": "AFP IMAGING CORP", "cik": "0000319126", "assigned-sic": "3861", "irs-number": "132956272", "state-of-incorporation": "NY", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-43601", "film-number": "97747710"}, "business-address": {"street1": "250 CLEARBROOK RD", "city": "ELMSFORD", "state": "NY", "zip": "10523", "phone": "9145926100"}, "mail-address": {"street1": "250 CLEARBROOK RD", "city": "ELMSFORD", "state": "NY", "zip": "10523"}, "former-company": {"former-conformed-name": "AUTOMATIC FILM PROCESSOR CORP", "date-changed": "19821122"}}
As filed with the Securities and Exchange Commission on December 31, 1997

                                                            Registration No 333-
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                               ------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                        Under the Securities Act of 1933

                            AFP IMAGING CORPORATION
             (Exact Name of Registrant as Specified in its Charter)

New York                                                13-5670050
(State or other jurisdiction of                         (I.R.S. Employer
Incorporation or Organization)                          Identification Number)

250 Clearbrook Road, Elmsford, New York                      10523
(Address of principal executive offices)                     (Zip Code)

                        1992 EMPLOYEE STOCK OPTION PLAN
                             1995 STOCK OPTION PLAN
                                      AND
                            CONSULTANT'S OPTION PLAN
                            (Full Title of the Plan)

                             David Vozick, Chairman
                            AFP IMAGING CORPORATION
                               250 Clearbrook Road
                            Elmsford, New York 10523
                                 (914) 592-6100

           (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

A copy of all communications, including communications sent to the agent for
service should be sent to:

                               Jack Becker, Esq.
                            Snow Becker Krauss P.C.
                                605 Third Avenue
                           New York, N.Y. 10158-0125
                                 (212) 687-3860

                         -----------------------------

                        CALCULATION OF REGISTRATION FEE
Title of Each Class        Amount         Proposed Maximum      Proposed Maximum            
 of Securities to          to be              Offering              Aggregate           Amount of
  be Registered          Registered       Price Per Share        Offering Price      Registration Fee
Stock Options             400,000(1)              --                 --                    (2)

Common Stock,
par value
$.01 per share            400,000(3)(4)         $ .75(5)          $300,000               $90.91
Title of Each Class        Amount         Proposed Maximum        Proposed Maximum            
 of Securities to          to be              Offering               Aggregate          Amount of
  be Registered          Registered       Price Per Share          Offering Price    Registration Fee
Stock Options            1,100,000(6)               --                      --             (2)

Common Stock,
par value 
$.10 per share           1,100,000(7)(8)       $ 2.03(5)            $2,233,000           $676.67

Stock Options              150,000(9)               --                      --             (2)

Common Stock,
par value
$.01 per share             150,000(10)         $ 2.37                 $355,500           $107.73

Total  ............................................................................      $875.31
(1)  Represents options granted or to be granted pursuant to the 1992 Employee
     Stock Option Plan (the "1992 Plan") of AFP Imaging Corporation (the
     "Registrant"). Each option entitles the holder thereof to purchase one
     share of the common stock, .01 par value (the "Common Stock"), of the
     Registrant.

(2)  No registration fee is required pursuant to Rule 457(h)(2).

(3)  The amount being registered represents 79,380 shares of Common Stock
     issued to employees of the Registrant as a result of the exercise of
     options granted under the 1992 Plan (of which 59,880 were exercised by
     affiliates of the Company, as defined in Rule 405 under the Securities 
     Act of 1933, as amended) and 320,620 shares of Common Stock purchasable 
     upon exercise of options previously granted or which may become available 
     for regrant pursuant to the 1992 Plan.

(4)  Pursuant to Rule 416, includes an indeterminate number of shares of Common
     Stock which may become issuable pursuant to the anti-dilution provisions of
     the 1992 Plan.

(5)  Calculated solely for the purpose of determining the registration fee
     pursuant to Rule 457(h)(1) based upon the average exercise price.

(6)  Represents options granted or to be granted pursuant to the 1995 Stock
     Option Plan (the "1995 Plan") of the Registrant. Each option entitles the
     holder thereof to purchase one share of the Common Stock of the Registrant.

(7)  The amount being registered represents 20,000 shares of Common Stock issued
     to employees of the Registrant as a result of the exercise of options
     granted under the 1995 Plan (of which none were exercised by Affiliates of
     the Company) and 1,080,000 shares of Common Stock purchasable upon 
     exercise of options previously granted, available for grant and/or which
     may become available for regrant pursuant to the 1995 Plan.

(8)  Pursuant to Rule 416, includes an indeterminate number of shares of Common
     Stock which may become issuable pursuant to the antidilution provisions of
     the 1995 Plan.

(9)  Represents options granted to a certain Director of the Registrant, in his
     capacity as a consultant of the Registrant and not as a Director, outside
     of the 1992 Plan and the 1995 Plan for services to be performed to the
     Registrant (the "Consultant's Options").

(10) Represents shares purchasable upon exercise of the Consultant's Options.

                                      NOTE

                                      -ii-
This Registration Statement includes a form of prospectus to be used by
certain persons who may be deemed to be affiliates of the Registrant in
connection with the resale of shares of Common Stock received by such persons
pursuant to the exercise of options granted under the Registrant's 1992 Plan,
under the Registrant's 1995 Plan and under the Stock Option Agreement dated
September 19, 1997 between the Registrant and Robert L. Rosen, which shares are
subject to this Registration Statement.

                                     -iii-
PROSPECTUS

                            AFP IMAGING CORPORATION

                                1,650,000 SHARES

     This Prospectus has been prepared by AFP Imaging Corporation, a New York
corporation (the "Company"), for use upon resale of shares of the Company's
common stock, par value $.01 per share (the "Common Stock"), by certain officers
and directors of the Company who may be considered "affiliates" (as defined in
Rule 405 under the Securities Act of 1933, as amended (the "Securities Act")) of
the Company (collectively, the "Selling Shareholders") who have acquired or may
acquire Common Stock upon exercise of options ("Options") granted or which may
become available for regrant under the AFP Imaging Corporation 1992 Employee 
Stock Option Plan (the "1992 Plan"), granted or to be granted or which may 
become available for regrant under the AFP Imaging Corporation 1995 Stock Option
Plan (the "1995 Plan"), or granted pursuant to the Stock Option Agreement dated
September 19, 1997 between the Company and Robert L. Rosen (the "Consultant's
Option Plan") to purchase an aggregate of 1,650,000 shares of Common Stock (the
"Shares"). The maximum number of Shares which may be offered or sold hereunder
is subject to adjustment in the event of stock splits or dividends,
recapitalizations and other similar changes affecting the Common Stock. The
Common Stock is listed on the NASDAQ Sma11Cap Market, and it is anticipated that
the Selling Shareholders will offer shares of Common Stock for resale at
prevailing prices on the Nasdaq SmallCap Market (or other market, if the Common
Stock is then trading thereon) on the date of sale. See "Plan of Distribution."
The Company will receive none of the proceeds from the sale of the Common Stock
offered hereby, but it will receive the exercise price upon exercise of Options.

  THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
    EXCHANGE COMMISSION; NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR
      ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
                               CRIMINAL OFFENSE.

     No person is authorized to give any information or to make any
representations other than those contained in this Prospectus in connection with
any offer to sell or sale of the securities to which this Prospectus relates,
and if given or made, such information or representations must not be relied
upon as having been authorized. Neither the delivery of this Prospectus nor any
sale made hereunder shall, under any circumstances, imply that there has been no
change in the facts herein set forth since the date hereof. This Prospectus
does not constitute an offer to sell to or a solicitation of any offer to buy
from any person in any state in which any such offer or solicitation would be
unlawful.

                The date of this Prospectus is December 31, 1997.
AVAILABLE INFORMATION

     The Company is subject to the information requirements of the Securities

Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports and other information with the Securities and Exchange
Commission (the "Commission"). Such reports, proxy statements and other
information filed by the Company may be inspected and copied at the public
reference facilities maintained by the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549 and at the Commission's regional offices located at
Seven World Trade Center, New York, New York 10048, and at Northwestern Atrium
Center, 500 West Madison Street, Chicago, Illinois 60661. Copies of such
material may be obtained, at prescribed rates, by writing to the Commission,
Public Reference Section, 450 Fifth Street, N.W. Washington, D.C. 20549. The
Commission maintains a web site (http://www.sec.gov) that contains reports,
proxy and information statements and other information regarding registrants
that file electronically. The Common Stock is listed on the Nasdaq SmallCap
Market. Copies of reports, proxy statements and other information concerning the
Company may also be inspected at the office of Nasdaq SmallCap Market, 1735 K
Street, N.W., Washington, D.C. 20006.

     A registration statement on Form S-8 with respect to the Shares (the
"Registration Statement") has been filed with the Commission under the
Securities Act. This Prospectus constitutes the Prospectus of the Company that
is filed as part of such Registration Statement with respect to the sale of the
Shares by the Selling Shareholders. As permitted by the rules and regulations of
the Commission, this Prospectus omits certain information contained in the
Registration Statement and reference is hereby made to the Registration
Statement for further information with respect to the Company and the Common
Stock.

                      DOCUMENTS INCORPORATED BY REFERENCE

     The Company hereby incorporates by reference the documents listed below:

     (a) The Company's Annual Report on Form 10-K for the fiscal year ended June
30, 1997 ("Form 10-K");

     (b) The Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1997 ("Form 10-Q").

     All documents subsequently filed by the Company after the date of this
Prospectus pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act
shall be deemed to be incorporated by reference herein and to be a part hereof
from the date of filing of such documents. Any statement contained in a
previously filed document incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Prospectus to the extent that a
statement herein modifies or supersedes such statement; and any statement
contained herein shall be deemed to be modified or superseded to the extent that
a statement in any document subsequently filed, which is incorporated by
reference herein, modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.

     The Company will provide without charge to each person to whom a copy of
this Prospectus is delivered, upon written or oral request of such person, a
copy of any or all of the information that has been incorporated by reference in
this Prospectus (not including exhibits to such information, unless such

exhibits are specifically incorporated by reference into the information which
this Prospectus incorporates). Written requests for copies of such information
should be directed to the Company at 250 Clearbrook Road, Elmsford, New York
10523, Attention: Secretary. Telephone requests may be directed to the Secretary
at (914) 592-6100.

                                  THE COMPANY

                                       2
The Company's principal products and services are as follows:

Medical, Dental and Industrial X-Ray Processors & Accessories

     The Company manufactures and distributes a line of free-standing and table
top medical, dental and industrial x-ray film processors. Various models of
these machines are capable of processing or developing up to 400 films per hour.
The exposed film is inserted into equipment and returned to the operator
developed, fixed, washed and dried. The equipment can be located either in a
dark room site or adapted to a daylight self-loading system. These units are
used for diagnostic x-ray imaging and industrial, non-destructive testing
applications. The Company's products are distributed worldwide through an
unaffiliated dealer network.

Digital Dental Imaging Systems

     The Company manufactures and distributes a filmless digital dental
radiography system, based on electronic imaging technology. Such technology
creates dental images on a computer screen that operates in a Windows based
software environment. Currently, these products are being sold in Europe, Latin
America and Asia. The Company will introduce these products into North American
markets in fiscal 1998.

Diagnostic Imagers and Viewers

     The Company manufactures a line of digital and analog multiformat compact
cameras to permanently record and document the images produced during diagnostic
examinations from several different applications. The cameras can produce
anywhere from one to six images on films that can be processed and developed in
Company manufactured film processors. The Company has the distribution rights to
a line of European monitors specifically designed for the high resolution needs
of the medical display market.

X-Ray Systems

     The Company has the distribution rights to a European dental x-ray machine
for the North American market. The x-ray film exposed by each of these units is
then developed in the Company's processors. This x-ray product is also
compatible with the Company's digital x-ray unit.

Graphic Arts Processors

     The Company manufactures and distributes various sized graphic arts
processors which develop different photosensitive materials such as rapid access
film and papers. These processors are intended for use with photo typesetting,
graphics and other pre-printing press applications. Newspapers, publishers and
commercial printers are primarily customers for these products.

     The executive offices of the Company are located at 250 Clearbrook Road,
Elmsford, New York 10523, and the Company's telephone number is (914) 592-6100.

                                USE OF PROCEEDS

     The Company will not receive any of the proceeds from the sale of the
Shares. However, the Company expects to use the proceeds from the exercise of
the Options for working capital and other general corporate purposes.

                              SELLING SHAREHOLDERS

                                       3
The shares of Common Stock to which this Prospectus relates are being
registered for reoffers and resales by the Selling Shareholders who have
acquired or may acquire such shares pursuant to the exercise of Options. The
Selling Shareholders named below may resell all, a portion or none of such
shares from time to time.

     The table below sets forth with respect to each Selling Shareholder, based
upon information available to the Company as of December 30, 1997, the number of
shares of Common Stock beneficially owned before and after the sale of the
shares offered hereby; the number of shares to be sold; and the percent of the
outstanding shares of Common Stock owned before and after the sale of the Common
Stock offered hereby.
Name of             Number of            Number of            Number of                 Percentage of Shares of Common
Beneficial          Shares of Common     Shares to be         Shares Owned                    Stock Owned
Owner               Stock Owned          Sold                 After Offering
                                                                                        Before Offering    After Offering
                                                                                        (1)(2)            (1)(2)
David Vozick         1,861,963(3)(5)        300,000              1,561,963                   19.2%             16.1%
(Chairman,
Secretary and
Treasurer)

Donald Rabinovitch   1,693,863(4)(5)        300,000              1,393,863                   17.5%             14.4%
(President and 

Director)

Robert L. Rosen        646,895(6)           150,000                496,895                    6.7%              5.1% 
(Director)

Robert Blatt             703,963               0                   703,963                    7.3%              7.3% 
(Director)

Jack Becker             41,022(7)             9,000                 32,022                      *                *
(Director)

Elise Nissen            50,000(8)            50,000                   0                         1%               -    
(Chief Financial
Officer)

Shamus Carrall          35,000(9)            35,000                   0                         *                -
(Chief Operating
Officer)
* Represents less than 1% of the shares of Cornrnon Stock Outstanding

(1)  Unless otherwise noted, the Company believes that all persons named in the
     table have sole voting and investment power with respect to all Common
     Stock beneficially owned by them. A person is deemed to be the beneficial
     owner of securities that can be acquired by such person within 60 days from
     the date hereof upon the exercise of options. Each beneficial owner's
     percentage ownership is determined by assuming that options are held by
     such person (but not those held by any other person) and which are
     exercisable within 60 days from the date hereof have been exercised.

(2)  Based on 9,767,950 shares of Common Stock outstanding as of December 30, 
     1997.

(3)  Include shares held in trust for Mr. Vozick's three children.

(4)  Includes 231,000 shares owned by Mr. Rabinovitch's three children.

                                       4
(5)  In the case of both Messrs. Vozick and Rabinovitch, the amount includes
     275,060 stock options issued to each of them of which all are currently
     exercisable and 24,940 stock options previously exercised by each. It also
     includes 150,000 shares of Common Stock owned of record by Mr. Vozick's
     family foundation and 140,000 shares of Common Stock owned of record by Mr.
     Rabinovitch's family foundation. Messrs. Vozick and Rabinovitch disclaim
     beneficial ownership with respect to the shares owned by their respective

     family foundations.

(6)  Includes stock options to acquire 150,000 shares of the Company, all of
     which are currently exercisable. Such options were issued in consideration
     for consulting services to be provided at a future date.

(7)  Includes 9,000 stock options issued which are currently exercisable and
     25,000 shares held by Snow Becker Krauss P.C., counsel to the Company, of
     which Mr. Becker is a principal.

(8)  Includes 10,000 shares of Common Stock received upon the exercise of stock
     options previously exercised and 40,000 stock options which are all 
     currently exercisable.

(9) Consists of 35,000 stock options which are all currently exercisable.

                              PLAN OF DISTRIBUTION

     The Shares may be sold or transferred for value by the Selling
Shareholders, or by pledgees, donees, transferees or other successors in
interest to the Selling Shareholders, in one or more transactions on the NASDAQ
SmallCap Market (or any successor stock exchange), in negotiated transactions or
in a combination of such methods of sale, at market prices prevailing at the
time of sale, at prices related to such prevailing market prices or at prices
otherwise negotiated. The Selling Shareholders may effect such transactions by
selling the Shares to or through brokers-dealers, and such broker-dealers may
receive compensation in the form of underwriting discounts, concessions or
commissions from the Selling Shareholders and/or the purchasers of the
Securities for whom such broker-dealers may act as agent (which compensation may
be less than or in excess of customary commissions). The Selling Shareholders
and any broker-dealers that participate in the distribution of the Shares may
be deemed to be "underwriters" within the meaning of Section 2(11) of the
Securities Act, and any commissions received by them and any profit on the
resale of the Shares sold by them may be deemed to be underwriting discounts and
commissions under the Securities Act. All selling and other expenses incurred by
individual Selling Shareholders will be borne by such Selling Shareholders.

     Upon the Company's being notified by a Selling Shareholder that any
material arrangement has been entered into with a broker or dealer for the sale
of Shares through a secondary distribution, or a purchase by a broker or dealer,
a supplemented Prospectus will be filed, if required, pursuant to Rule 424(b)
under the Securities Act, disclosing (a) the name of each of such Selling
Shareholder and the participating broker-dealers, (b) the number of Shares
involved, (c) the price at which such Shares are being sold, (d) the
commissions paid or the discounts or concessions allowed to such
broker-dealers, (e) where applicable, that such broker-dealers did not conduct
any investigation to verify the information set out or incorporated by reference
in the Prospectus, as supplemented, and (f) other facts material to the
transaction.

     In addition to any such number of Shares sold hereunder, a Selling
Shareholder may, at the same time, sell any shares of Common Stock, including
the Shares, owned by him in compliance with all of the requirements of Rule 144
under the Securities Act, regardless of whether such shares are covered by this
Prospectus.

     There is no assurance that any of the Selling Shareholders will sell any or
all of the Shares offered hereby.

     The Company will pay all expenses in connection with this offering, other
than commissions and discounts of underwriters, dealers or agents.

                                       5
LEGAL MATTERS

     The validity of the shares of Common Stock offered hereby has been passed
upon for the Company by Snow Becker Krauss P.C., 605 Third Avenue, New York, New
York 10158. Snow Becker Krauss P.C. owns 25,000 shares of Common Stock (the "SBK
Shares"). In addition, Jack Becker, a member of Snow Becker Krauss P.C. and a
director of the Company, beneficially owns, directly and indirectly, an
aggregate of 41,022 shares of Common Stock, which amount includes the SBK
Shares.

                                    EXPERTS

     The audited financial statements and schedules incorporated by reference in
this Prospectus and elsewhere in the registration statement have been audited by
Arthur Andersen LLP, independent public accountants, as indicated in their
reports with respect thereto, and are incorporated by reference herein by
reliance upon the authority of said firm as experts in giving said reports.

     COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, offficers or persons controlling the Company
pursuant to the foregoing provisions, the Company has been informed that in the
opinion of the Securities and Exchamge Commission such indemnification is
against public policy as expressed in the Securities Act and is therefore
unenforceable.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents By Reference.

     The following documents filed with the Securities and Exchange Commission
(the "Commission") by AFP Imaging Corporation, a New York corporation (the
"Registrant"), pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), are incorporated by reference in this registration statement.

     (1) The Registrant's Annual Report on Form 10-K for the fiscal year ended
June 30, 1997.

     (2) The Registrant's Quarterly Report on Form 10-Q for the quarter ended

September 30, 1997.

     All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, 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 herein and to be a part hereof from the date of
filing of such documents. Any statement contained in a document incorporated or
deemed to be incorporated by reference herein 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 incorporated or deemed to be incorporated by reference herein 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.

     Not applicable.
Item 5. Interests of Named Experts and Counsel

     Snow Becker Krauss P.C., counsel to the Registrant, owns 25,000 shares of
Common Stock (the "SBK Shares"). In addition, Jack Becker, a member of Snow
Becker Krauss P.C. and a Director of the Registrant, owns, directly or
indirectly, an aggregate of 41,022 shares of Common Stock, which amount includes
the SBK Shares.

Item 6. Indemnification of Directors and Officers.

     Under the New York Business Corporation Law (the "NYBCL"), a corporation
may indemnify any person made, or threatened to be made, a party to any action
or proceeding, except for shareholder derivative suits, by reason of the fact
that he or she was a director or officer of the corporation, provided such
director or officer acted in good faith for a purpose which he or she reasonably
believed to be in the best interests of the corporation and, in criminal
proceedings, had no reasonable cause to believe his or her conduct was unlawful.
Indemnification may be provided against judgments, fines, amounts paid in
settlement and reasonable expenses, including attorney's fees actually and
necessarily incurred as a result of such action, proceeding or appeal therefrom.
New York law also provides that expenses incurred in defending a civil or
criminal action may be paid by the corporation in advance of the final
disposition of such proceedings upon receipt of an undertaking by or on behalf
of such director or officer to repay such amount if it is ultimately determined
that such person was not entitled to such indemnification.

     In the case of shareholder derivative suits, the corporation may indemnify
any person by reason of the fact that he or she was a director or officer of the
corporation if he or she acted in good faith for a purpose which he or she
reasonably believed to be in the best interest of the corporation, except that
no indemnification may be made in respect of (i) a threatened action, or a
pending action which is settled or otherwise disposed of, or (ii) any claim,

issue or matter as to which such person has been adjudged to be liable to the
corporation, unless and only to the extent that the court in which the action
was brought, or, if no action was brought, any court of competent jurisdiction,
determines upon application that, in view of all the circumstances of the case,
the person is fairly and reasonably entitled to indemnity for such portion of
the settlement amount and expenses as the court deems proper.

     The indemnification and advancement of the expenses described above under
the NYBCL is not exclusive of other indemnification rights to which a director
or officer may be entitled, whether contained in the certificate of
incorporation or by-laws or when authorized by (i) such certificate of
incorporation or by-laws, (ii) a resolution of shareholders, (iii) a resolution
of directors, or (iv) an agreement providing for such indemnification, provided
that no indemnification may be made to or on behalf of any director or officer
if a judgment or other final adjudication adverse to the director or officer
establishes that his or her acts were committed in bad faith or were the result
of active and deliberate dishonesty and were material to the cause of action so
adjudicated, or that he or she personally gained in fact a financial profit or
other advantage to which he or she was not legally entitled.

     Any person who has been successful on the merits or otherwise in the
defense of a civil or criminal action or proceeding will be entitled to
indemnification. Except as provided in the preceding sentence, unless ordered by
a court pursuant to the NYBCL, any indemnification under the NYBCL pursuant to
the above paragraphs may be made only if authorized in the specific case and
after a finding that the director or officer met the requisite standard of
conduct (i) by the disinterested directors if a quorum is available or (ii) in
the event a quorum of disinterested directors is not available, if so directed
by either (A) the board upon the written opinion of independent legal counsel or
(B) by the shareholders.

     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 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 SECURITIES ACT
AND IS, THEREFORE, UNENFORCEABLE.

Item 7. Exemption From Registration Claimed.
Not applicable.

Item 8. Exhibits.

Exhibit No.              Description of Exhibit                        
-----------              ----------------------                        
                                                                       
4.1                1992 Employee Stock Option Plan.                    
                                                                       
4.2                1995 Stock Option Plan.                             
                                                                       

4.3                Stock Option Agreement between the Registrant
                   and Robert L. Rosen.                                
                                                                       
5.1                Opinion of Snow Becker Krauss P.C.                  
                                                                       
23.1               Consent of Snow Becker Krauss P.C. (included in
                   Exhibit 5.1 hereto).                                
                                                                       
23.2               Consent of Arthur Andersen LLP.                     
                                                                               
Item 9. Undertakings.

     (a) 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, represents 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;

          (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; and

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

     (b) 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 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15 (d) of the
Securities Exchange Act of 1934) 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.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or controlling persons of
the Registrant pursuant to any arrangement, provision 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
Securities Act of 1933 and is, therefore, unenforceable. In the event that 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 of 1933 and will be governed by the final adjudication of such issue.
SIGNATURES

     In accordance with the requirements of the Securities Act of 1933, as
amended, 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 Elmsford, State of New York, on this 31st day of
December 1997.

                                       AFP IMAGING CORPORATION

                                       By: /s/ David Vozick
                                           ----------------------------------
                                           David Vozick
                                           Chairman of the Board of Directors

                               POWERS OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints David Vozick and Jack Becker and each of
them as his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) and supplements to this Registration Statement, and to file the same
with the Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection therewith, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them or their
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended, 
this registration statement has been signed below by the following persons, in
the capacities indicated, on December 31, 1997:

/s/ David Vozick                                 /s/ Jack Becker             
--------------------------------------           --------------------------- 
David Vozick, Chairman of the Board of           Jack Becker, Director       
Directors, Secretary and Treasurer                                              
                                                                                

/s/ Donald Rabinovitch                           /s/ Robert Blatt            
--------------------------------------           --------------------------- 
Donald Rabinovitch,                              Robert Blatt, Director      
President and Director
(Principal Executive Officer)

/s/ Elise Nissen
--------------------------------------
Elise Nissen,
Chief Financial Officer
(Principal Financial and
Accounting Officer)
EXHIBIT INDEX
                                  -------------

Exhibit No.             Description of Exhibit                     Page Number
-----------             ----------------------                     -----------

4.1               1992 Employee Stock Option Plan.

4.2               1995 Stock Option Plan.

4.3               Stock Option Agreement between the Registrant
                  and Robert L. Rosen.

5.1               Opinion of Snow Becker Krauss P.C.

23.1              Consent of Snow Becker Krauss P.C. (included
                  in Exhibit 5.1 hereto).

23.2              Consent of Arthur Andersen LLP.