As filed with the Securities and Exchange Commission on July 28, 1999.
                              Registration No.333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                 --------------

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

                              AUDIO BOOK CLUB, INC.
             (Exact name of registrant as specified in its charter)

             Florida                                      65-0429858
  (State or other jurisdiction              (I.R.S. Employer Identification No.)
of incorporation or organization)

2295 Corporate Blvd., N.W., Suite 222, Boca Raton, Florida                33431
(Address of principal executive offices)                              (Zip Code)

              1997 Stock Option Plan and 1999 Stock Incentive Plan
                            (Full title of the plan)

                   Norton Herrick, Co-Chief Executive Officer
                              Audio Book Club, Inc.
                      2295 Corporate Blvd., N.W., Suite 222
                            Boca Raton, Florida 33431
                     (Name and address of agent for service)

                                 (561) 241-1426
          (Telephone number, including area code, of agent for service)

                                    Copy to:
                             Robert J. Mittman, Esq.
                              Tenzer Greenblatt LLP
                              405 Lexington Avenue
                            New York, New York 10174

<PAGE>

                         CALCULATION OF REGISTRATION FEE

                                        Proposed   Proposed
                                        Maximum    Maximum
                                        Aggregate  Aggregate    Amount of
Title of Securities  Amounts to be      Price Per  Offering     Registra-
to be Registered     Registered(1)      Share(2)   Price (2)    tion Fee
-------------------  -------------      --------   ---------    --------

Common Stock, no     4,500,000 shares   $9.5685    $43,058,447  $11,970.25
par value

     (1) In  addition,  pursuant to Rule 416 under the  Securities  Act of 1933,
     this  Registration  Statement  also  registers an  indeterminate  number of
     shares of common  stock which may be issued  pursuant to the  anti-dilution
     provisions of the stock options  granted by the  Registrant  under its 1997
     Stock Option Plan ("97 Plan") and 1999 Stock Incentive Plan ("99 Plan").

     (2) Calculated  solely for the purpose of determining the  registration fee
     pursuant to Rule 457 under the Securities Act of 1933 and based upon (a) as
     to the 1,974,300  shares of common stock  issuable upon exercise of options
     previously granted under the 97 Plan and the 881,500 shares of Common Stock
     issuable upon exercise of options previously granted under the 99 Plan upon
     the prices at which such options may be exercised,  (b) as to the remaining
     25,700 shares issuable upon exercise of options reserved for issuance under
     the 97 Plan  and (c) as to the  remaining  1,618,500  shares  reserved  for
     issuance upon exercise of options or other stock-based  awards under the 99
     Plan, on the basis of the average of the high and low prices for the common
     stock as quoted on the American Stock Exchange on July 22, 1999.

<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

              Item 1.    Plan Information.*

              Item 2.    Registrant Information and Employee
                         Plan Annual Information.*

     *  Information  required by Part I to be  contained  in the  Section  10(a)
prospectus is omitted from this  Registration  Statement in accordance with Rule
428 under the Securities Act of 1933 and the Note to Part I of Form S-8.


                                       I-1
<PAGE>

                              AUDIO BOOK CLUB, INC.

                        2,567,500 Shares of Common Stock

     This prospectus  relates to an offering by certain selling  shareholders of
an aggregate  of up to 2,567,500  shares of the common stock of Audio Book Club,
Inc.  issuable  upon  exercise  of  options  granted  from  time to time,  since
September  1997,  under  either Audio Book Club's 1997 Stock Option Plan or 1999
Stock  Incentive  Plan as  consideration  for their  employment and for services
rendered  and/or to be rendered to us. All of the  2,567,500 of common stock are
being  offered  for  resale  by  such  selling  shareholders  pursuant  to  this
prospectus.

     The  common  stock  may be  offered  from  time  to  time  by  the  selling
shareholders  through ordinary  brokerage  transactions in the  over-the-counter
markets, in negotiated transactions or otherwise, at market prices prevailing at
the time of sale or at negotiated  prices and in certain other ways as described
in the "Plan of  Distribution."  Audio  Book Club  will not  receive  any of the
proceeds from the sale of common stock by the selling shareholders.

     The common stock is traded on the American  Stock Exchange under the symbol
"KLB".  On July 27, 1999, the closing sale price of the common stock as reported
by the American Stock Exchange was $12.375.

     An investment in the common stock is speculative and involves a high degree
of risk. See "Risk Factors" Beginning on Page 6.

     Neither the  Securities and Exchange  Commission  nor any state  securities
commission has approved or  disapproved  of these  securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is a
criminal offense.

     The date of this Prospectus is July 28, 1999.

<PAGE>

            SPECIAL INFORMATION REGARDING FORWARD LOOKING STATEMENTS

     Certain  statements in this prospectus or in the documents  incorporated by
reference herein constitute  "forward-looking  statements" within the meaning of
the  Private  Securities  Litigation  Reform Act of 1995.  Such  forward-looking
statements  involve  certain known and unknown  risks,  uncertainties  and other
factors which may cause our actual  results,  performance or  achievements to be
materially  different  from any  future  results,  performance  or  achievements
expressed or implied by such forward- looking statements.  Such factors include,
among  others,  the factors set forth  below  under  "Risk  Factors."  The words
"believe," "expect,"  "anticipate,"  "intend" and "plan" and similar expressions
identify forward-looking  statements. We caution you not to place undue reliance
on  these  forward-looking  statements,  which  speak  only as of the  date  the
statement was made. See "Risk Factors."

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The  following  documents  previously  filed by Audio  Book  Club  with the
Securities  and Exchange  Commission  are  incorporated  herein by reference and
shall be deemed a part of this prospectus:

     (a)  Annual  Report on Form 10-KSB for the fiscal year ended  December  31,
          1998;

     (b)  Quarterly  Report on Form 10-QSB for the quarterly  period ended March
          31, 1999;

     (c)  Current Report on Form 8-K for the event dated December 14, 1998;

     (d)  Current Report on Form 8-K for the event dated December 31, 1998;

     (e)  Current  Report on Form 8-K/A  (Amendment  No. 1) for the event  dated
          December 14, 1998;

     (f)  Current  Report on Form 8-K/A  (Amendment  No. 1) for the event  dated
          December 31, 1998;

     (g)  Current  Report on Form 8-K/A  (Amendment  No. 2) for the event  dated
          December 31, 1998;

     (h)  Current  Report on Form 8-K/A  (Amendment  No. 3) for the event  dated
          December 31, 1998;

     (i)  Current Report on Form 8-K for the event dated April 23, 1999;

     (j)  Current Report on Form 8-K for the event dated June 15, 1999;

     (k)  Current Report on Form 8-K for the event dated July 2, 1999;

     (l)  Current  Report on Form 8-K/A  (Amendment  No. 1) for the event  dated
          June 15, 1999;

     (m)  Current  Report on form 8-K/A  (Amendment  No. 2) for the event  dated
          June 15, 1999; and

     (n)  The  description  of our common stock  contained  in our  Registration
          Statement on Form 8-A declared  effective  October 22, 1997,  together
          with any amendment or report filed


                                       1
<PAGE>

          with  the  Securities  and  Exchange  Commission  for the  purpose  of
          updating such description.

     All documents we file pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Securities  Exchange Act of 1934 after the date of this  prospectus and prior to
the  termination of the offering of the securities  hereby shall be deemed to be
incorporated by reference in this prospectus and to be a part hereof on the date
of filing of the documents.  Any statement incorporated in this prospectus shall
be deemed to be modified or  superseded  for purposes of this  prospectus to the
extent  that  a  statement   contained  in  this  prospectus  or  in  any  other
subsequently  filed document which also is, or is deemed to be,  incorporated by
reference in this prospectus modifies or supersedes the statement. Any statement
so  modified  or  superseded  shall  not be  deemed,  except as so  modified  or
superseded,  to  constitute  a part  of  this  prospectus  or  the  registration
statement of which it is a part.

     This prospectus  incorporates  documents by reference with respect to Audio
Book Club that are not presented herein or delivered  herewith.  These documents
are available  without charge to any person,  including any beneficial  owner of
our company's securities,  to whom this prospectus is delivered, upon written or
oral  request to Mr.  John Levy,  Audio Book Club,  Inc.,  20  Community  Place,
Morristown, New Jersey 07960, telephone: (973) 539-9528.

                              AVAILABLE INFORMATION

     Audio  Book  Club  is  subject  to the  informational  requirements  of the
Securities Exchange Act. We file reports, proxy statements and other information
with the Securities and Exchange Commission.  Such reports and other information
can be read and  copied at the public  reference  facilities  maintained  by the
Securities  and Exchange  Commission at Room 1024,  Judiciary  Plaza,  450 Fifth
Street,  N.W.,  Washington,  D.C. 20549, and at its regional  offices:  500 West
Madison  Street,  Suite 1400,  Chicago,  Illinois  60661-2511  and 7 World Trade
Center,  13th Floor,  New York,  New York 10048.  You can obtain  copies of such
materials at prescribed  rates from the Public  Reference Room of the Securities
and Exchange Commission at 450 Fifth Street, N.W.,  Washington,  D.C. 20549. You
may obtain  information on the operation of the Public Reference Room by calling
the Securities and Exchange Commission at 1-800-SEC-0330. Our electronic filings
made through the Securities and Exchange Commission's Electronic Data Gathering,
Analysis and Retrieval System are publicly  available through the Securities and
Exchange Commission's worldwide web site (http://www.sec.gov).


                                       2
<PAGE>

                                   THE COMPANY

     Audio Book Club, Inc. is the nation's largest membership  club-based direct
marketer of  audiobooks.  Our  membership  club is modeled  after the  "negative
option"  formula  developed by the  Book-of-the-Month  Club.  Each member of our
membership club is offered a limited number of audiobooks at a low  introductory
discounted  price and,  in  return,  commits  to  purchase  a minimum  number of
additional audiobooks over a specified period of time at regular club prices.

     Since  commencing  operations  in 1994,  we have  invested  heavily  in our
membership recruitment programs to establish and expand our membership base. The
recruitment programs have consisted primarily of direct targeted mailings of new
member solicitation packages, marketing on the Internet and media advertising.

     We have  aggressively  pursued  marketing  opportunities on the Internet by
entering into advertising  arrangements  with respect to audiobooks with various
Internet  companies  including  Microsoft  Corporation,  for its MSNBC web site,
MSN.com  portal,  hot mail  and  webTV  services  and  link  exchange  property;
Broadcast.com, Inc.; and mail.com. We have established an Internet web site that
offers visitors the opportunity to become club members,  and offers club members
the opportunity to execute transactions  online,  search our database of tens of
thousands of titles and sample  thousands of audiobook  selections.  In December
1998 and June 1999, we also completed the several  acquisitions  discussed below
which has resulted in our Audio Book Club total  membership  file  increasing to
over 1.6  million  and our total  customer  base,  including  our  member  file,
exceeding 2 million names.

     We are seeking to expand our Internet presence and to take advantage of the
high volume of traffic  that the Audio Book Club web site  receives  through the
creation of a media portal web site. We are currently designing our media portal
site to be a  fully-integrated  web site  providing  a variety  of  content  and
e-commerce  opportunities  to visitors and customers alike. The site will enable
users to click  through  to our other web sites,  to join  Audio  Book Club,  to
purchase a variety of products from several  different retail  categories and to
experience the wealth of content that will be featured on the site in both audio
and video formats.

     Our Radio  Group  produces,  broadcasts,  syndicates,  sells  and  licenses
popular  "classic"  and old-time  radio and video  programs,  including  vintage
comedy,  mystery,  detective,  adventure and suspense programs, and produces and
syndicates  three national  old-time radio programs  broadcast on over 500 radio
stations  per week with a cumulative  audience of  approximately  3,000,000  per
week. On many of its radio affiliates, it is the dominant number one listened to
program in its time slot.  Our Radio Group has  compiled a mailing  list of over
450,000 names of buyers and prospective buyers of old-time radio  audiocassettes
and video cassettes.

     Our principal  executive offices are located at 2295 Corporate  Boulevard.,
N.W.,  Suite 222, Boca Raton,  Florida  33431 and our telephone  number is (561)
241-1426.  We also have offices located at 20 Community Place,  Morristown,  New
Jersey   07960.   The   Audio   Book   Club   network   of   websites   includes
www.audiobookclub.com;     www.mediabay.com,     our    media    portal    site;
www.audiobook.com, a retail audiobook site; radiospirits.com, our old-time radio
site; and www.videoyesteryear.com, our old-time video site.


                                       3
<PAGE>

                               RECENT DEVELOPMENTS

     Acquisition of Doubleday's Audiobooks Direct Club

     On June 15, 1999,  our  wholly-owned  subsidiary  acquired  from  Doubleday
Direct, Inc. its business of direct marketing and distribution of audiobooks and
related products through Doubleday's  Audiobooks Direct Club. At the time of the
acquisition, the Audiobooks Direct Club was one of the industry's leading direct
marketers  of  audiobooks  using  a  membership  club  format.  As  part  of the
acquisition,  we acquired Audiobooks Direct Club's total membership file of over
500,000 members as well as some of Doubleday's other assets relating exclusively
to the Audiobooks Direct Club.

     We also entered  into a reciprocal  marketing  arrangement  with  Doubleday
pursuant to which we received the exclusive rights,  with respect to audiobooks,
for three years,  subject to a one-year  extension at no additional cost, and an
additional  three years at market  rates,  to insert our new member  acquisition
materials  into the  member  mailings  of  Doubleday's  consumer  book clubs and
Doubleday  Select's  professional book clubs, as well as distributing our member
solicitation  packages  via direct  mail  campaigns  to the active and  inactive
Doubleday  and  Doubleday  Select  book  club  membership   lists.   Subject  to
exceptions, we will also be Doubleday's exclusive source for audiobooks.

     In addition,  Doubleday agreed not to engage in designated activities which
compete with our Audio Book Club for five years.

     At the time of the acquisition,  together with Doubleday,  we announced the
launch of a co-branded website to be coupled with an online  cross-marketing and
advertising  campaign. We currently anticipate the launch of this site in August
1999.

     Financings

     In June 1999, in connection with our acquisition of Doubleday's  Audiobooks
Direct Club, we, Fleet National Bank and ING (U.S.) Capital  Corporation amended
the terms of our existing  credit  agreement to provide for our  borrowing of an
additional  $6,000,000  as a term  advance  under the  credit  agreement  and an
additional $4,350,000 from Norton Herrick, and modified the interest rate we pay
under the credit  agreement.  At July 6, 1999,  an  aggregate  of $37.5  million
principal amount of indebtedness was outstanding under the credit agreement. The
principal  amount  outstanding  under the term  advance is payable in  quarterly
installments  commencing on March 31, 1999 through December 31, 2003 as follows:
a quarterly payment of $250,000 on March 31, 1999, payments of $330,000 for each
of the next three  quarters,  four  quarterly  payments  of $930,000 in the year
2000,  four  quarterly  payments of $1,550,000 in the year 2001,  four quarterly
payments  of  $2,170,000  in the  year  2002  and  four  quarterly  payments  of
$2,790,000  during  2003.  We have made the required  payments  through June 30,
1999.

     In connection with the additional loan in June 1999, we granted the lenders
three-year  warrants to purchase up to 119,546  shares of our common stock at an
exercise  price  of  $14.25,  subject  to  adjustment.  As of the  date  of this
prospectus,  as a  result  of  anti-dilution  adjustments,  these  warrants  are
currently  exercisable  to  purchase  119,940  shares of our common  stock at an
exercise  price of $14.20 per  share.  As of the date of this  prospectus,  as a
result of anti-dilution adjustments, the warrants we issued


                                       4
<PAGE>

to the lenders in December  1998 in  connection  with the initial loan under the
credit  agreement are currently  exercisable  to purchase  197,448 shares of our
common stock at an exercise price of $9.967 per share.

     In June 1999, we borrowed  $4,350,000  from Norton  Herrick by issuing a 9%
convertible  senior  subordinated  promissory  note due December 31, 2004.  In a
separate letter agreement,  we agreed, subject to shareholder approval,  that if
we  refinance  or replace  the note with debt or equity  financing  provided  by
anyone other than Mr. Herrick or a family member or affiliate of Mr. Herrick, we
will issue to Mr. Herrick  warrants to purchase an additional  125,000 shares of
common stock,  which warrants shall also be identical to the warrants  issued to
him in  connection  with the financing  Mr.  Herrick  provided to us in December
1998.  In July 1999,  we repaid the  $4,350,000  note,  plus  accrued and unpaid
interest,  from  the  proceeds  received  from  the  sale of  equity  securities
described below.

     The terms of Mr.  Herrick's  financings  were  approved by the  independent
members of our Board of Directors.

     In June 1999, we sold 50,000 shares of our common stock for gross  proceeds
of $550,000 to three qualified institutional buyers.

     In July 1999, we sold 540,000 shares of our common stock for gross proceeds
of $7,020,000 to three qualified institutional buyers.


                                       5
<PAGE>

                                  RISK FACTORS

     Prospective  investors should consider carefully the following risk factors
before  purchasing  any shares of the common stock offered hereby by the selling
shareholders.

     We have historically experienced significant losses.

     Since our inception, we have incurred significant losses,  including losses
of $6,242,491  during the year ended  December 31, 1996,  $4,920,851  during the
year ended December 31, 1997, $6,985,264 during the year ended December 31, 1998
and $665,000 for the three  months ended March 31, 1999.  We had an  accumulated
deficit of $24,124,000 at March 31, 1999.

     We have outstanding indebtedness which requires us to make timely principal
and interest payments.

     We have  outstanding  indebtedness  which is substantial in relation to our
shareholders'  equity, as well as interest and debt service  requirements  which
are significant compared to our cash flow from operations. As of March 31, 1999,
we  have  approximately  $44  million  of  indebtedness  outstanding,  which  is
substantial in relation to our total  capitalization.  In addition,  after March
31, 1999, we increased our outstanding  borrowings under our credit agreement by
$6 million.  Our  outstanding  indebtedness  requires us to make timely interest
payments and principal payments. If we do not generate sufficient cash flow from
operations or obtain other sources of funds to finance  these  payments,  we may
default  on  our  obligations  under  our  indebtedness.   Moreover,  since  our
borrowings  under the credit  agreement are at variable  interest  rates, we are
subject  to the  risk of  paying  higher  rates on  advances  under  the  credit
agreement.

     A default under our outstanding  indebtedness could have a material adverse
effect on our business, including foreclosure by the lenders on our assets.

     Upon the  occurrence of an event of default  under the credit  agreement or
the  senior   subordinated  note,  our  indebtedness   thereunder  could  become
immediately  due and payable and the lenders under the credit  agreement  and/or
note could foreclose on our assets. All of our assets and the assets and capital
stock of our subsidiaries are pledged to the lenders under the credit agreement,
and assets of Classic Radio Holding Corp. and Classic Radio Acquisition Corp.
are pledged to the lender under the note.

     Our loan  agreements  contain  restrictive  covenants which could limit our
ability to implement our business plan.

     The terms of our loan agreements with our creditors could limit our ability
to implement our business strategy. In addition to substantially  prohibiting us
from incurring additional indebtedness, our loan agreements limit or prohibit us
from:

     o    declaring or paying cash dividends;
     o    merging or consolidating with another corporation;
     o    selling all or substantially all of our assets; or
     o    materially changing the nature of our business.


                                       6
<PAGE>

     Our  business  would  likely  be harmed  if we are  unable to  successfully
integrate our recently acquired business.

     We have expanded our operations  through internal growth and  acquisitions,
which has placed and is expected to  continue to place a  significant  strain on
our management,  administrative,  operational, financial and other resources. We
are dependent upon the services of key personnel acquired in these transactions.
We  cannot  assure  you  that we will be able to  successfully  integrate  these
businesses  into our  operations or that we will be able to retain key personnel
acquired in these transactions.  We will likely be materially adversely affected
if we are unable to  successfully  integrate  acquired  businesses and personnel
into our operations.

     The  amortization  of  the  goodwill  from  our  recent  acquisitions  will
adversely impact our future operating results.

       As a result of our recent  acquisitions,  we are required to amortize the
excess of costs over net assets and other intangibles  acquired, an aggregate of
approximately  $64.1  million,  over  periods of up to 20 years.  Although  this
amortization  does not have an effect on our available funds, it will be treated
as an  operating  expense  that will  reduce our  reported  earnings or increase
reported losses.  Future  acquisitions  could result in additional  amortization
expenses resulting from additional goodwill and other intangibles acquired which
would reduce future earnings or increase future losses, as the case may be.

     We may not be able to meet our  obligations  to  repurchase  shares  of our
common stock if the holders of put rights exercise their rights in the future.

     We may not have the necessary  funds to meet any  obligations to repurchase
stock  pursuant  to  puts  we  have  granted.  In  connection  with  our  recent
acquisitions,  we  granted  the  sellers  the option to sell back to us up to an
aggregate  of  675,000  shares of our  common  stock  issued to the  sellers  in
connection  with the  acquisitions.  Although  the  sellers'  put  options  have
terminated  as to 320,000 of the  shares,  the sellers  outstanding  put options
require us to  purchase  from them  shares of our common  stock,  unless the put
rights are terminated as a result of our common stock satisfying specified price
targets and trading volume requirements, as follows:

          o    25,000 shares at a price of $7.00 per share beginning on December
               31, 2000;

          o    25,000 shares at a price of $12.00 per share beginning on October
               31, 2001;

          o    25,000  shares  at a price  of  $14.00  per  share  beginning  on
               December 31, 2003;

          o    up to 230,000 shares at a price of $15.00 per share  beginning on
               December 31, 2004; and

          o    50,000  shares  at a price  of  $15.00  per  share  beginning  on
               December 31, 2005.

Of these  shares,  125,000  shares are pledged to us until  December 31, 1999 as
collateral to secure the sellers'  indemnification  obligations  in the event we
suffer an indemnifiable loss. If we suffer a loss and retain any of these shares
as  indemnification  for the loss, the put  obligation  will terminate as to the
shares we retain.

     As of the date of this prospectus, the market value of our common stock was
below the  guaranteed  market prices for most of the remaining put  obligations.
The market price of our common


                                       7
<PAGE>

stock may not exceed the guaranteed  market prices at the time that the puts are
exercisable and the puts may not terminate.

     Our member  recruitment  strategy  is subject to many risks  which,  if not
successfully addressed, could result in increased member acquisition costs.

     If our direct mail and other marketing  strategies are not successful,  our
per  member   acquisition  costs  may  increase  and  we  may  not  be  able  to
significantly increase our membership base. The success of direct mail campaigns
is subject to a high degree of risk and uncertainties,  including the ability to
target the type of persons  which we believe are likely to join Audio Book Club.
We use a variety of modeling and list analysis procedures and techniques as part
of our efforts to efficiently  target our direct mail campaigns and we intend to
increase the number of prospective members to which member solicitation packages
will be mailed.

     Because the market for  audiobooks is still evolving and is a niche market,
it is not certain that the market will continue to grow.

     It is possible that the market for  audiobooks  may not continue to grow at
the current rate or growth trends may reverse. The audiobook market has expanded
rapidly,  is  still  evolving  and is  currently  a niche  market.  The  sale of
audiobooks  through  mail  order  clubs is an  emerging  retail  concept.  As is
typically the case for products in an evolving  industry,  the ultimate level of
demand and  market  acceptance  for  audiobooks  is subject to a high  degree of
uncertainty.  A decline in the popularity of audiobooks  could adversely  affect
our business and prospects.

     Failure to respond to factors  affecting our business  could result in lost
sales  opportunities  or excess  inventory  from the  inability to sell selected
titles.

     Our success is largely dependent upon our ability to anticipate and respond
to these and other  factors  affecting the  industry,  such as economic  factors
affecting discretionary consumer spending,  changes in consumer demographics and
the availability of other forms of entertainment.  Failure to respond to factors
affecting the  audiobook  industry in a timely manner could result in lost sales
opportunities  or excess  inventory from the inability to sell selected  titles.
The audiobook market is characterized by continuous  introductions of new titles
and is subject to changing consumer preferences,  which may adversely affect our
ability to plan for catalog offerings, anticipate order lead time and accurately
assess inventory requirements.  While we evaluate many factors to anticipate the
popularity and life cycle of selected  titles,  the ultimate level of demand for
specific  audiobook titles is subject to a high level of uncertainty.  Moreover,
sales of a specific  audiobook title  typically  decline rapidly after the first
few  months  following  release.  Any  unanticipated  decline in  popularity  of
selected  titles  could  result in excess  inventory  or require us to sell this
inventory at a reduced price.

     Interruption of our supply of audiobooks could result in increased  product
costs or loss of sales opportunities.

       Our  failure to obtain  the rights to  audiobook  libraries  or  selected
audiobook titles,  on commercially  reasonable terms, or at all, could result in
increased  product  costs or loss of sales  opportunities.  Many of our  license
agreements with audiobook publishers are short-term,  non-exclusive  agreements,
typically one or two years in length.  A portion of our  agreements  expire over
the next several  months,  unless  renewed.  Our success is  dependent  upon our
ability to renew  existing  license  and  supply  arrangements  with  respect to
audiobook  publishers'  libraries and to enter into additional  arrangements for
the supply of new  audiobook  titles.  In addition,  we  currently  enjoy a cost
advantage


                                       8
<PAGE>

over traditional retailers of audiobooks. If audiobook publishers were to change
their policies, our cost advantage could be adversely impaired.

     Our operations  could be interrupted if our third-party  service  providers
fail to perform their services.

     We engage third-party service providers to perform processing,  billing and
data processing  services,  and warehousing and  distribution  services.  We are
dependent  upon these third  parties to process  and deliver  orders on a timely
basis, and provide friendly,  efficient  customer service and timely process and
collect and accurately  report customer  payments to avoid delays in collection.
Failure by our service  providers to perform their  services in accordance  with
our requirements could result in adverse member perception of Audio Book Club or
delay collections of receivables,  either of which could have a material adverse
effect on Audio Book Club. The  unavailability  or interruption of services from
these providers would result in a material interruption of our operations.

     If we incur system  interruptions  which affect  customers'  and  potential
customers'  ability  to access  our web  sites,  we could be  harmed by  adverse
consumer perception and lost sales opportunities.

     We  anticipate  that new member and other  revenues  will become  partially
dependent on the number of visitors who join as members from and who shop on our
web sites. Accordingly, any system interruptions that result in the inability of
customers or potential  customers to access our web sites could adversely affect
consumer  perception of our membership  clubs and web sites or affect or ability
to conduct business over the Internet.  Our business strategy includes expanding
our  Internet web sites and  increasing  Internet  and online  computer  service
advertising.   Accordingly,   the  satisfactory  performance,   reliability  and
availability  of our  web  sites,  transaction-processing  systems  and  network
infrastructure  are  critical  to our  reputation  and our  ability  to  attract
visitors to our web sites and maintain adequate customer service levels.

     An increased  rate of member loss could  adversely  affect our revenues and
operating results.

     Any significant  increase in member attrition could have a material adverse
effect on our  revenues  and  operating  results.  Although  we provide  various
incentives for members to continue in our club,  once a member has satisfied his
or her commitment to purchase four audiobooks at regular prices,  the member has
no further commitment to our club. We incur significant upfront  expenditures in
connection  with  acquiring  new members,  including the costs  associated  with
member recruitment  advertising and mailings of member welcome packages, as well
as the costs of  supplying  the  audiobooks  ordered  at Audio  Book  Club's low
introductory  price,  which is  significantly  below our cost.  A member may not
honor his or her  commitment or  membership  may be terminated by us for several
reasons,  including  failure  to pay  for  purchases  or  excessive  returns  or
cancelled  orders.  The member  attrition rate for mail order clubs is typically
high and,  we believe  that Audio Book  Club's  member  attrition  rate has been
typical of the negative option mail order industry. We may not be able to recoup
our costs associated with new members.

     Increased  rate of product  returns  would  adversely  affect our operating
results.

     Product  returns which  significantly  exceed our reserves would  adversely
affect our  operating  results.  At the time a member  orders an  audiobook,  we
establish a reserve for future returns based upon historical return rates and an
evaluation of current return trends.  Mail order clubs which offer products on a
negative option basis have  historically  experienced high product return rates.
We have recently


                                       9
<PAGE>

experienced a product return rate of approximately  26%. Our policy is to accept
prompt returns of damaged products and, in order to maintain  favorable customer
relations, we generally accept returns of unopened products.

     Because we sell products on credit,  our  liquidity  and operating  results
could be adversely impacted if we are unable to collect our receivables.

     We are subject to the risks  associated  with  selling  products on credit,
including,  delays in collection  or  uncollectibility  of accounts  receivable.
Delays in collection or  uncollectibility  of accounts  receivable  could have a
material  adverse effect on our liquidity and working capital position and could
require us to  increase  our  allowance  for  doubtful  accounts.  Our  accounts
receivable have historically increased from period to period and are expected to
increase  as a  result  of  the  anticipated  expansion  of  Audio  Book  Club's
membership base. As of March 31, 1999, allowances for sales returns and doubtful
accounts were  $2,539,000,  which we believe is currently  adequate for the size
and nature of our receivables.

     The  Year  2000   problems  may  result  in  decreased   sales  for  us  if
certifications  we received from our service  providers are inaccurate or if our
customers and suppliers do not adequately address their Year 2000 concerns.

     Many currently  installed  computer systems and software products are coded
to accept only two- digit entries in the date code field.  Beginning in the year
2000,  these  date  code  fields  will  need to  accept  four-digit  entries  to
distinguish  21st century  dates from 20th century  dates.  This year 2000 issue
potentially affects all individuals and companies,  including us, our customers,
business  partners,  vendors,  suppliers,  service  providers  and the  banks we
utilize.

     While we believe our systems,  and those of our primary  service  providers
and vendors are year 2000 compliant,  we are continuing our communications  with
our  principal  service  providers and vendors to ensure that they are year 2000
compliant.  We do not  currently  anticipate  that  we  will  incur  significant
operating  expenses or be required to invest in computer system  improvements to
be Year 2000 compliant.

     We are  developing  contingency  plans that identify  alternative  vendors,
suppliers and service  providers in the event our current vendors,  suppliers or
service  providers  suffer  significant  disruption  as a  result  of year  2000
compliance  failures.  If third  parties  with whom we  interact  have year 2000
problems that are not remedied, the following problems could result:

     o    in the case of vendors and suppliers, in disruption of supply;

     o    in the case of service  providers,  in the  receipt of  inaccurate  or
          out-of-date  data,  loss of  customer  orders,  invoices,  billing and
          payment information and disruption in order fulfillment services;

     o    in the case of  banks,  in the  disruption  of cash  flow  potentially
          resulting in liquidity stress; and

     o    in the case of customers, in their inability to place orders.


                                       10
<PAGE>

     Increases in costs of postage and  shipping  could reduce our net income or
increase our net loss if we are unable to pass on the costs to our customers.

     Any unanticipated  increase in postal rates could have an adverse effect on
our operating results to the extent that we are unable to offset these increases
by raising our prices or by implementing  more efficient  mailing,  delivery and
order fulfillment methods.  Postage and shipping are significant expenses in the
operation of our business.  As is customary in the mail order industry,  we pass
on the costs of order  fulfillment  directly  to the member but do not  directly
pass on the costs of member mailings and member solicitation packages.

     Third parties could obtain access to our member and customer  databases and
other  proprietary  information  because  of  the  limited  protection  for  our
intellectual property.

     Third  parties  may copy or obtain  access  to,  and use,  our  member  and
customer  databases  and other  proprietary  know-how,  ideas and  concepts.  In
addition, the confidentiality agreements with our executive officers, employees,
list  managers  and  appropriate  consultants  and  service  suppliers  may  not
adequately  protect our trade secrets.  In the event  competitors  independently
develop or otherwise obtain access to our know-how,  concepts,  trade secrets or
membership database, we may be adversely affected.

     Fluctuations  in operating  results  could impact the trading  price of our
common stock.

     Because our operating  results vary from period to period,  comparisons  of
quarterly  results  may  not  be  meaningful  and  should  not be  relied  upon.
Fluctuations  in quarterly  operating  results may adversely  affect the trading
price of our common stock if they are below the  expectations of market analysts
and investors.  Our operating results vary as a result of purchasing patterns of
members,  the timing,  cost,  magnitude and success of direct mail campaigns and
other member recruitment advertising, member attrition, timing and popularity of
new audiobook  releases and product  returns.  Unanticipated  events,  including
delays in securing an adequate supply of popular audiobook titles at the time of
peak  sales,  delays  in  direct  mailing  or  significant  decreases  in sales,
particularly  during peak sales periods,  could result in losses during a period
which would not be easily reversed before the following year.

     The loss of our key personnel  would likely disrupt our operations and have
a material adverse effect on our business and prospects.

     Our  success  is largely  dependent  upon the  efforts  of Norton  Herrick,
Chairman of the Board and  Co-Chief  Executive  Officer,  and  Michael  Herrick,
Co-Chief  Executive  Officer  and Vice  Chairman  of the Board.  The loss of the
services  of either of these  officers  or other key  personnel,  despite  their
having entered into  employment  agreements  would likely disrupt our operations
and have a material adverse effect on our business and prospects.

     We could be  harmed  if  affiliates  which  provide  services  to us do not
continue to provide these services.

     Our business could be harmed if affiliates of ours which currently  provide
services to us do not continue to provide these services.  We share office space
with  entities  affiliated  with  our  officers  and  have  relied  on  entities
affiliated  with  Norton  Herrick  for  the  provision  of  travel,  accounting,
administrative  and  general  office  services  and to obtain  general  business
insurance.  Moreover,  Mr.  Herrick  may  have a  conflict  of  interest  in the
allocation of his business time among Audio Book Club and of his other  business
ventures.


                                       11
<PAGE>

     The Herrick family has significant  control over stockholder  matters which
impacts the ability of other stockholders to have a say in our activities.

     As of the date of this  prospectus,  Norton  Herrick,  Michael  Herrick and
Howard  Herrick,  in the  aggregate,  own  approximately  43.9%  of  the  actual
outstanding  common  stock of Audio  Book  Club.  Accordingly,  they are able to
direct our affairs,  including  electing a majority of our directors and causing
an increase in our authorized  capital or the  dissolution,  merger,  or sale of
Audio Book Club or substantially all of our assets.

     Our stock price has been and could continue to be extremely volatile.

     The  market  price  of  our  common  stock  has   experienced   significant
fluctuations since our initial public offering in October 1997. Our common stock
is quoted on the American Stock Exchange,  which market has experienced,  and is
likely to experience in the future,  significant  price and volume  fluctuations
which could adversely affect the market price of the common stock without regard
to the operating performance. In addition, the trading price of the common stock
could be subject to significant fluctuations in response to:

     o    actual or anticipated variations in our quarterly operating results;

     o    announcements by us or other industry participants;

     o    factors affecting the audiobook industry;

     o    changes  in  national  or  regional  economic  conditions,  changes in
          securities  analysts'  estimates  for our  competitors'  or industry's
          future performance; and

     o    general market conditions.

The market  price of our common  stock could also be affected by general  market
price  declines  or  market  volatility  in the  future or  future  declines  or
volatility  in the prices of stocks for  companies  in the  Internet  and online
industries.

     The exercise or conversion of outstanding options,  warrants or convertible
securities by the holders will result in dilution to our  shareholders and could
adversely affect the market price for our common stock and our ability to obtain
additional equity capital.

     To the extent that outstanding options and warrants are exercised, dilution
to the percentage  ownership of our shareholders will occur and any sales in the
public market of our common stock underlying  options and warrants may adversely
affect prevailing market prices for our common stock.  Moreover,  the terms upon
which we will be able to  obtain  additional  equity  capital  may be  adversely
affected since the holders of  outstanding  options and warrants can be expected
to exercise them at a time when we would, in all  likelihood,  be able to obtain
any needed  capital on terms more  favorable  to us than those  provided  in the
outstanding  options and warrants.  As of July 6, 1999,  there were  outstanding
options,  warrants and other convertible  securities to purchase an aggregate of
approximately  6,000,000  shares of our common stock at exercise  prices ranging
from $3.50 to $16.50 per share.


                                       12
<PAGE>

                                 USE OF PROCEEDS

     We will not receive any  proceeds  from any sales of shares of common stock
made from time to time hereunder by the selling shareholders.  We have agreed to
bear certain  expenses in connection  with the  registration of the common stock
being  offered and sold by the selling  shareholders.  We will receive  proceeds
from any exercise by the selling  shareholders for cash of options made prior to
the sale of any of the shares of common stock  underlying  such options  (except
with respect to "cashless  exercises") being offered hereby.  Such proceeds will
be added to our working capital.

                          DESCRIPTION OF CAPITAL STOCK

General

     Audio Book Club is authorized to issue  75,000,000  shares of common stock,
no par value,  and 5,000,000 shares of preferred stock, no par value. As of July
27, 1999, there were 8,418,920 shares of common stock  outstanding and no shares
of preferred stock outstanding.

Common Stock

     The holders of our common  stock are  entitled to one vote per share on all
matters  submitted  to a vote of the  shareholders,  including  the  election of
directors,  and,  subject to preferences that may be applicable to any preferred
stock  outstanding at the time, are entitled to receive  ratably such dividends,
if any, as may be declared  from time to time by the board of  directors  out of
funds legally available therefor.  In the event of liquidation or dissolution of
Audio Book Club,  the holders of common stock are entitled to receive all assets
available for  distribution  to the  shareholders,  subject to any  preferential
rights of any preferred stock then outstanding.  The holders of our common stock
have no preemptive  or other  subscription  rights,  and there are no conversion
rights or  redemption  or sinking  fund  provisions  with  respect to the common
stock.  All  outstanding  shares of common  stock are,  and the shares of common
stock   offered   hereby  upon  issuance  and  sale  will  be,  fully  paid  and
non-assessable.  The rights, preferences and privileges of the holders of common
stock are subject to, and may be adversely affected by, the right of the holders
of any shares of preferred  stock which our board of directors  may designate in
the future.

Preferred Stock

     Authorized but  undesignated  shares of preferred  stock may be issued from
time to time in one or more series upon authorization by our board of directors.
Our  board of  directors,  without  further  approval  of the  shareholders,  is
authorized  to fix the  dividend  rights and terms,  conversion  rights,  voting
rights, redemption rights and terms, liquidation preferences,  and other rights,
preferences,  privileges and restrictions applicable to each series of preferred
stock.  The  issuance  of  preferred  stock,  while  providing   flexibility  in
connection with possible  acquisitions and other corporate purposes could, among
other things,  adversely  affect the voting power of the holders of common stock
and,  under certain  circumstances,  make it more difficult for a third party to
gain  control  of Audio Book Club,  prevent or  substantially  delay a change of
control,  discourage  bids  for our  common  stock  at a  premium  or  otherwise
adversely affect the market price of our common stock.


                                       13
<PAGE>

Classified Board of Directors

     Our  by-laws  divide our board of  directors  into three  classes,  serving
staggered  three-year terms. The staggered terms of the classes of directors may
make it more  difficult  for a third  party to gain  control  of our board or to
acquire  Audio  Book  Club and may  discourage  bids for our  common  stock at a
premium.

Transfer Agent

     The transfer agent and registrar for our common stock is Continental  Stock
Transfer & Trust Company, New York, New York.


                                       14
<PAGE>

           SHAREHOLDERS FOR WHICH SHARES ARE BEING REGISTERED FOR SALE

     The  following  table sets forth  certain  information  with respect to the
certain shareholders for which shares are being registered for sale:

<TABLE>
<CAPTION>
                                          Beneficial
                                          Ownership of
                                          Shares of                                                       % of Shares
Shareholders                              Common                                   Shares                 Beneficially
for Which                                 Stock,                                   Beneficially           Owned
Shares are                                Including         Shares                 Owned Assuming         Assuming
Being             Position                Shares Reg-       Registered for Sale    the Sale of the        the Sale of
Registered for    with the                istered           Following Exercise     Shares                 the Shares
Sale              Company                 for Sale          of Stock Options       Registered             Registered
--------------    --------                -----------       -------------------    ---------------        ------------
<S>               <C>                     <C>                <C>                     <C>                     <C>
Norton Herrick    Co-Chief Executive      3,893,547          1,925,000               2,893,547               28.4%
                  Officer and
                  Director

Howard Herrick    Executive Vice          3,941,100            250,000               3,691,100               42.6
                  President and
                  Director

Michael Herrick   Co-Chief Executive        250,000            250,000                       0                  0
                  Officer and
                  Director

John Levy         Executive Vice             51,000             50,000                   1,000                  *
                  President and Chief
                  Financial Officer

Roy Abrams        Director                   10,000             10,000                       0                  0

Carl Wolf         Director                   95,000             22,500                  72,500                  *

Evan Herrick      Consultant                150,000            150,000                       0                  0

Jesse Faber       President and              60,000             60,000                       0                  0
                  Director
</TABLE>

----------
* Less than one percent.

     All of the shares registered for sale are issuable upon exercise of options
     granted  from time to time,  since  September  1997,  under the 1997  Stock
     Option Plan and 1999 Stock Incentive Plan as  consideration  for the option
     holders' employment and for services rendered and/or to be rendered to us.

     The above table assumes as to each shareholder named in the above table, or
     a selling  shareholder,  the exercise of all of the options granted to such
     selling  shareholder  under the  Company's  1997 Stock Option Plan and 1999
     Stock  Incentive Plan whether or not currently  exercisable and sale of all
     of the shares  issuable upon exercise of such options but no other options,
     warrants or  convertible  securities  held by the selling  shareholder.  We
     cannot  assure you that any options will be exercised or that any shares of
     common  stock  offered by selling  shareholders  hereby  will be sold.  The
     selling  shareholders are not required to exercise any of the options or to
     sell any of the shares of common stock offered by selling shareholders.

     The above table also assumes for  calculating  each  selling  shareholder's
     beneficial and percentage  ownership that options,  warrants or convertible
     securities that are held by such selling  shareholder  (but not held by any
     other selling  shareholder  or person) and are  exercisable  within 60 days
     from the date of this prospectus have been exercised and converted.


                                       15
<PAGE>

     The shares  beneficially  owned by Norton Herrick includes (i) 8,200 shares
     of common stock held  directly by Norton  Herrick,  (ii) 488,460  shares of
     common stock held by Howard  Herrick,  (iii) 488,460 shares of common stock
     owned of record by the M.E.  Herrick  Irrevocable  Trust,  of which Michael
     Herrick is the sole  beneficiary  and Howard  Herrick is the sole  trustee,
     (iv) 1,000,000  shares  issuable upon exercise of options granted under the
     1997 Stock Option Plan,  (v) 150,000  shares of common stock  issuable upon
     exercise of options  granted to Evan  Herrick  under the 1997 Stock  Option
     Plan,  (vi) 1,258,427  shares of common stock issuable upon conversion of a
     promissory note of Audio Book Club and (vii) 500,000 shares of common stock
     issuable upon exercise of a warrant.

     The shares  beneficially  owned by Norton Herrick do not include  2,714,180
     shares held by the Norton Herrick Irrevocable Trust of which Norton Herrick
     is the sole  beneficiary and Howard Herrick is the sole trustee and 775,000
     shares of common stock issuable upon exercise of options  granted under the
     1999 Stock  Incentive  Plan that are not  exercisable  until  October 1999.
     These  775,000  shares  are,  however,  included  in the  table  as  shares
     registered for sale by Norton Herrick.  The Norton Herrick  Irrevocable ABC
     Trust  agreement  provides  that Howard  Herrick shall have sole voting and
     dispositive  power over the shares  held by the trust.  Howard  Herrick has
     irrevocably  granted to Norton Herrick sole dispositive  power with respect
     to the shares of common stock held by Howard  Herrick in his own behalf and
     on behalf of the M.E. Herrick Irrevocable Trust.

     Evan  Herrick has  irrevocably  granted to Norton  Herrick  sole voting and
     dispositive  power with respect to the shares of common stock issuable upon
     exercise of the 150,000 options granted to Evan Herrick. Accordingly, these
     150,000  shares have been  included in the table as shares  registered  for
     sale by each of Norton Herrick and Evan Herrick.


                                       16
<PAGE>

                              PLAN OF DISTRIBUTION

     Our   company  is   registering   the  shares  on  behalf  of  the  selling
shareholders.  As  used  herein,  "selling  shareholders"  includes  donees  and
pledgees selling shares received from a named selling shareholder after the date
of this  prospectus.  We have agreed to bear certain expenses in connection with
the  registration  of the shares  offered and sold by the selling  shareholders.
Brokerage  commissions and similar selling expenses, if any, attributable to the
sale of shares will be borne by the selling shareholders. Sales of shares may be
effected  by  selling  shareholders  from  time to time in one or more  types of
transactions  (which may  include  block  transactions)  on the  American  Stock
Exchange,  in the  over-the-counter  market,  in negotiated  transactions,  or a
combination of such methods of sale, at market prices  prevailing at the time of
sale, or at negotiated prices.  Such transactions may or may not involve brokers
or dealers.

     The selling  shareholders  may effect such  transactions  by selling shares
directly to purchasers or to or through broker-dealers,  which may act as agents
or  principals.  Such  broker-dealers  may receive  compensation  in the form of
discounts,  concessions, or commissions from the selling shareholders and/or the
purchasers of shares for whom such  broker-dealers  may act as agents or to whom
they  sell  as  principal,  or  both  (which  compensation  as  to a  particular
broker-dealer might be in excess of customary commissions).

     The selling shareholders and any broker-dealers that act in connection with
the sale of shares of common stock might be deemed to be  "underwriters"  within
the  meaning of  Section  2(a)(11)  of the  Securities  Act and any  commissions
received by such  broker-dealers and any profit on the resale of the shares sold
by them while acting as principals might be deemed to be underwriting  discounts
or commissions under the Securities Act. Audio Book Club has agreed to indemnify
certain of the  selling  shareholders  against  certain  liabilities,  including
liabilities arising under the Securities Act. The selling shareholders may agree
to  indemnify  any  agent,   dealer  or  broker-dealer   that   participates  in
transactions  involving  sales of the  shares of common  stock  against  certain
liabilities, including liabilities arising under the Securities Act.

     Because selling shareholders may be deemed to be "underwriters"  within the
meaning of Section 2(a)(11) of the Securities Act, the selling shareholders will
be subject to the prospectus delivery  requirements of the Securities Act, which
may include  delivery  through the  facilities  of the American  Stock  Exchange
pursuant to Rule 153 under the Securities Act.

     Selling  shareholders  also may  resell  all or a portion  of the shares of
common  stock in open market  transactions  in reliance  upon Rule 144 under the
Securities Act,  provided they meet the criteria and conform to the requirements
of such rule.

                                 INDEMNIFICATION

     Our Articles of  Incorporation  and By-Laws provide that we shall indemnify
our  directors  and  officers to the  fullest  extent  permitted  by the Florida
Business  Corporation  Act. The Florida  Business  Corporation Act provides that
none of our  directors  or  officers  shall be  personally  liable  to us or our
shareholders  for  damages for breach of any duty owed to Audio Book Club or our
shareholders,  except for  liability for (i) acts or omissions not in good faith
or which involve intentional  misconduct or a knowing violation of law, (ii) any
unlawful  payment of a dividend or unlawful  stock  repurchase  or redemption in
violation of the Florida  Business  Corporation  Act, (iii) any transaction from
which the director  received an improper personal benefit or (iv) a violation of
a criminal law.

     We  have  entered  into  indemnification  agreements  with  certain  of our
employees,  officers  and  consultants.  Pursuant to the terms of the  indemnity
agreements,  we have agreed to indemnify,  to the fullest extent permitted under
applicable  law,  against any amounts which the employee,  officer or consultant
may become legally obligated to pay in connection with any claim arising from or
out of the  employee,  officer or  consultant  acting,  in  connection  with any
services  performed by or on behalf of us and certain  expenses related thereto.
Provided however, that


                                       17
<PAGE>

the employee,  officer or consultant  shall reimburse us for such amounts if the
such  individual  is  found,  as  finally  judicially  determined  by a court of
competent jurisdiction, not to have been entitled to such indemnification.

     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted for our directors, officers and controlling persons pursuant to
the foregoing provisions, or otherwise, we have been advised that in the opinion
of the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore,  unenforceable.  In
the event that a claim for indemnification  against such liabilities (other than
the payment by our company of expenses  incurred or paid by a director,  officer
or controlling  person of our company 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,  we will,  unless in the
opinion of its counsel  the matter has been  settled by  controlling  precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against  public policy as expressed in the  Securities
Act and will be governed by the final adjudication of such issue.

                                  LEGAL MATTERS

     The  legality of the shares of Common Stock  offered  hereby was passed
upon for our company by Atlas,  Pearlman,  Trop & Borkson, P.A., Ft. Lauderdale,
Florida.

                                     EXPERTS

     The  financial  statements  and the related  financial  statement  schedule
incorporated in this prospectus by reference from Audio Book Club, Inc.'s Annual
Report on Form 10-KSB as of and for the year ended  December  31, 1998 have been
audited  by  Deloitte & Touche  LLP,  independent  auditors,  as stated in their
report, which is incorporated herein by reference, and have been so incorporated
in reliance  upon the report of such firm given upon their  authority as experts
in accounting and auditing.

     The financial  statements of Audio Book Club,  Inc. as of December 31, 1997
and for the year ended  December  31,  1997,  incorporated  by reference in this
prospectus  have  been  audited  by  KPMG  LLP,  independent   certified  public
accountants. Such financial statements have been incorporated herein in reliance
upon the  report of KPMG LLP and upon the  authority  of said firm as experts in
accounting and auditing.

     The financial statements of Radio Spirits, Inc. as of December 31, 1997 and
for the years then ended,  incorporated  in this  prospectus by reference to the
Current  Report on Form  8-K/A of Audio  Book  Club,  Inc.  for the event  dated
December  14, 1998 have been so  incorporated  in reliance on the report of BD&A
Certified  Public  Accountants,  Ltd.,  independent  accountants,  given  on the
authority of said firm as experts in auditing and accounting.

     The audited carve-out financial  statements of The Columbia House Audiobook
Club as of December 19, 1997 and December 20, 1996 and for the years then ended,
incorporated in this prospectus by reference to the Current Report on Form 8-K/A
of Audio Book Club,  Inc.  for the event  dated  December  31, 1998 have been so
incorporated  in reliance on the report of  PricewaterhouseCoopers,  independent
accountants,  given on the  authority  of said firm as experts in  auditing  and
accounting.

     The audited financial  statements of Audio Books Direct as of June 30, 1998
and June 30, 1997 and for the years then ended,  incorporated  by reference from
Audio Book Club, Inc.'s Form 8-K/A dated July 20, 1999 have been audited by KPMG
LLP,  independent  certified public accountants.  Such financial statements have
been  incorporated  herein  in  reliance  upon  the  report  of KPMG  LLP,  also
incorporated  by  reference,  and upon the  authority of said firm as experts in
accounting  and  auditing.  The  report  of KPMG  LLP  includes  an  explanatory
paragraph  stating  that  the  club has been  operated  as an  integral  part of
Doubleday Direct, Inc. and has no separate legal existence.


                                       18
<PAGE>

                         WHERE YOU CAN FIND INFORMATION

     Audio  Book Club has filed  with the SEC,  a  Registration  Statement  with
respect to the securities  offered by this prospectus.  This prospectus does not
contain  all of the  information  set forth in, or annexed as  exhibits  to, the
Registration  Statement,  portions of which have been omitted in accordance with
the rules and  regulations of the SEC. For further  information  with respect to
Audio  Book  Club  and  this  offering,  reference  is made to the  Registration
Statement,  including exhibits filed therewith,  which may be read and copied at
the SEC at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington,  D.C.
20549,  and at its  regional  offices:  500 West  Madison  Street,  Suite  1400,
Chicago, Illinois 60661-2511 and 7 World Trade Center, 13th Floor, New York, New
York 10048.  You can obtain copies of these  materials at prescribed  rates from
the Public Reference Room of the SEC at 450 Fifth Street, N.W., Washington, D.C.
20549. You may obtain  information on the operation of the Public Reference Room
by calling the SEC at  1-800-SEC-0330.  Our electronic  filings made through the
SEC's  electronic  data  gathering,  analysis and retrieval  system are publicly
available through the SEC's worldwide web site (http://www.sec.gov).


                                       19
<PAGE>

     We have not authorized any dealer, sales person or any other person to give
any information or to represent  anything not contained in this prospectus.  You
must not rely on any unauthorized information. This prospectus does not offer to
sell or buy any securities in any jurisdiction where it is unlawful.

================================================================================

                                TABLE OF CONTENTS
                                                               Page
Special Information Regarding
  Forward Looking Information.................................   1
Incorporation of Certain Documents
  by Reference................................................   1
Available Information.........................................   2
The Company...................................................   3
Recent Developments...........................................   4
Risk Factors..................................................   6
Use of Proceeds...............................................  13
Description of Capital Stock..................................  13
Shareholders for Which Shares are
  Being Registered for Sale ..................................  15
Plan of Distribution..........................................  17
Indemnification...............................................  17
Legal Matters.................................................  18
Experts.......................................................  18
Where You Can Find Information................................  19

================================================================================




================================================================================


                                2,567,500 Shares

                                  Common Stock


                              AUDIO BOOK CLUB, INC.


                                  -------------
                                   PROSPECTUS
                                  -------------


                                  July 28, 1999


================================================================================


<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

          Item 3.       Incorporation of Documents by Reference.

     The  following  documents  previously  filed  by the  Registrant  with  the
Securities  and Exchange  Commission  (the  "Commission")  are  incorporated  by
reference in this Registration Statement:

     1.   Annual  Report on Form 10-KSB for the fiscal year ended  December  31,
          1998;

     2.   Current Report on Form 8-K for the event dated December 14, 1998;

     3.   Current  Report on Form 8-K/A  (Amendment  No. 1) for the event  dated
          December 14, 1998;

     4.   Current Report on Form 8-K for the event dated December 31, 1998;

     5.   Current  Report on Form 8-K/A  (Amendment  No. 1) for the event  dated
          December 31, 1998;

     6.   Current  Report on Form 8-K/A  (Amendment  No. 2) for the event  dated
          December 31, 1998;

     7.   Current  Report on Form 8-K/A  (Amendment  No. 3) for the event  dated
          December 31, 1998;

     8.   Current Report on Form 8-K for the event dated April 23, 1999;

     9.   Quarterly Report on Form 10-QSB for the quarter ended March 31, 1999;

     10.  Current Report on Form 8-K for the event dated June 15, 1999;

     11.  Current Report on Form 8-K for the event dated July 2, 1999;

     12.  Current  Report on Form 8-K/A  (Amendment  No. 1) for the event  dated
          June 15, 1999;

     13.  Current  Report on Form 8-K/A  (Amendment  No. 2) for the event  dated
          June 15, 1999; and

     14.  The  description  of  the  Company's  common  stock  contained  in its
          Registration Statement on Form 8-A declared


                                      II-1
<PAGE>

          effective on October 22, 1997,  together  with any amendment or report
          filed with the Securities  and Exchange  Commission for the purpose of
          updating such description.

     All documents  subsequently  filed by the  Registrant  pursuant to Sections
13(a),  13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold,  shall
be deemed to be incorporated by reference in this Registration  Statement and to
be a part  hereof  from the  respective  date of filing of such  documents.  Any
statement  contained in a document  incorporated by reference herein is modified
or superseded for all purposes to the extent that a statement  contained in this
Registration  Statement or in any other  subsequently  filed  document  which is
incorporated by reference modifies or replaces such statement.

     Any  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.

          Not applicable

          Item 6.       Indemnification of Directors and Officers.

     The  Florida   Business   Corporation  Act  (the  "Florida  Act")  contains
provisions entitling the Registrant's  directors and officers to indemnification
from  judgments,   settlements,   penalties,   fines,  and  reasonable  expenses
(including  attorney's  fees) as the result of an action or  proceeding in which
they may be  involved  by reason of having  been a  director  or  officer of the
Registrant.  In its Articles of  Incorporation,  the  Registrant  has included a
provision that limits,  to the fullest extent now or hereafter  permitted by the
Florida Act, the personal  liability of its  directors to the  Registrant or its
shareholders  for  monetary  damages  arising  from a breach of their  fiduciary
duties  as  directors.  Under the  Florida  Act as  currently  in  effect,  this
provision limits a director's  liability  except where such director  breaches a
duty.


                                      II-2
<PAGE>

     The  Registrant's  Articles of  Incorporation  and By-Laws provide that the
Registrant  shall  indemnify,  and upon request shall  advance  expenses to, its
directors and officers to the fullest  extent  permitted by the Florida Act. The
Florida Act  provides  that no director  or officer of the  Registrant  shall be
personally  liable to the Registrant or its  shareholders for damages for breach
of any duty owed to the Registrant or its shareholders, except for liability for
(i) acts or omissions not in good faith or which involve intentional  misconduct
or a knowing  violation  of law,  (ii) any  unlawful  payment of a  dividend  or
unlawful  stock  repurchase or redemption in violation of the Florida Act, (iii)
any transaction from which the director received an improper personal benefit or
(iv) a  violation  of a  criminal  law.  This  provision  does not  prevent  the
Registrant  or  its  shareholders  from  seeking  equitable  remedies,  such  as
injunctive  relief or  rescission.  If  equitable  remedies  are found not to be
available to shareholders in any particular case,  shareholders may not have any
effective  remedy against actions taken by directors that constitute  negligence
or gross negligence.

     The Registrant  has entered into  indemnification  agreements  with certain
employees,  officers  and  consultants.  Pursuant to the terms of the  indemnity
agreements,  the  Registrant  has agreed to  indemnify,  to the  fullest  extent
permitted under applicable law, against any amounts which the employee,  officer
or consultant may become legally  obligated to pay in connection  with any claim
arising from or out of the employee, officer or consultant acting, in connection
with any  services  performed  by or on behalf  of the  Registrant  and  certain
expenses  related  thereto.  Provided  however,  that the  employee,  officer or
consultant  shall  reimburse  the  Registrant  for  such  amounts  if  the  such
individual is found,  as finally  judicially  determined by a court of competent
jurisdiction, not to have been entitled to such indemnification.

     Insofar as indemnification for liabilities arising under the Securities Act
may  be  permitted  to  directors,  officers  and  controlling  persons  of  the
Registrant  pursuant to any charter provision,  by-law,  contract,  arrangement,
statute or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange  Commission (the "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.


                                      II-3
<PAGE>

          Item 8.       Exhibits.

         Exhibit No.                  Description
         -----------                  -----------

         5                   Opinion of Atlas, Pearlman,  Trop & Borkson,
                             P.A.

         23.1                Consent of Deloitte & Touche LLP

         23.2(a)             Consent of KPMG LLP

         23.2(b)             Consent of KPMG LLP

         23.3                Consent    of    BD&A    Certified    Public
                             Accountants, Ltd.

         23.4                Consent of PricewaterhouseCoopers LLP

         23.5                Consent of Atlas, Pearlman,  Trop & Borkson,
                             P.A. (included in Exhibit 5)

         24.1                Power of Attorney  (included on Page II-7 of
                             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
     Securities Act of 1933;

          (ii) To reflect in the  prospectus  any facts or events  arising after
     the  effective  date of the  Registration  Statement  (or the  most  recent
     post-effective amendment thereof) which,  individually or in the aggregate,
     represent  a  fundamental  change  in  the  information  set  forth  in the
     Registration  Statement.  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
     prices  represent no more than 20 percent  change in the maximum  aggregate
     offering price set forth in the "Calculation of Registration  Fee" table in
     the effective registration statement; and


                                      II-4
<PAGE>

          (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
information  required  to be  included in a  post-effective  amendment  by those
paragraphs  is  contained  in periodic  reports  filed with or  furnished to the
Commission by the  Registrant  pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are  incorporated  by  reference  in the  Registration
Statement.

     (2) That, for the purpose of determining any liability under the Securities
Act of 1933,  each  such  post-effective  amendment  shall be deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

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

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

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers and controlling  persons of the
Registrant pursuant to the foregoing  provisions,  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 such Act and will be governed by the final  adjudication
of such issue.



                                      II-5
<PAGE>

                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Boca Raton,  State of  Florida,  on this 27th day of
July 1999.

                                   AUDIO BOOK CLUB, INC.


                                   By: /s/ Norton Herrick
                                      ------------------------------------------
                                      Norton Herrick, Co-Chief Executive Officer

     Each person whose signature appears below authorizes each of Norton Herrick
and Michael Herrick,  or either of them as his true and lawful  attorney-in-fact
with full  power of  substitution  to  execute in the name and on behalf of each
such person, individually and in each capacity stated below, and to file any and
all  amendments  to  this   Registration   Statement,   including  any  and  all
post-effective amendments thereto.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement was signed by the following person in the capacities and
on the dates stated.

Signature                                   Title                    Date
---------                                   -----                    ----

/s/ Norton Herrick
-----------------------------     Director, Chairman of  the       July 27, 1999
Norton Herrick                    Board and Co-Chief Executive
                                  Officer (Principal Executive
                                  Officer)
/s/ Michael Herrick
-----------------------------     Director and Co-Chief            July 27, 1999
Michael Herrick                   Executive Officer

/s/ Howard Herrick
-----------------------------     Director and Executive Vice      July 27, 1999
Howard Herrick                    President

/s/ Jesse Faber
-----------------------------     President and Director           July 27, 1999
Jesse Faber

/s/ John Levy
-----------------------------     Executive Vice President and     July 27, 1999
John Levy                         Chief Financial Officer
                                  (Principal Financial and
                                  Accounting Officer)

-----------------------------     Director                         July 27, 1999
Carl Wolf


-----------------------------     Director                         July 27, 1999
Roy Abrams


                                      II-6
<PAGE>

                                  Exhibit Index

     Exhibit No.                      Description                           Page
     -----------                      -----------                           ----

         5              Opinion of Atlas, Pearlman, Trop & Borkson, P.A.

       23.1             Consent of Deloitte & Touche LLP

      23.2(a)           Consent of KPMG LLP

      23.2(b)           Consent of KPMG LLP

       23.3             Consent of BD&A certified Public Accountants, Ltd.

       23.4             Consent of PricewaterhouseCoopers LLP

       23.5             Consent of Atlas, Pearlman, Trop & Borkson, P.A.
                        (included in Exhibit 5)

       24.1             Power of Attorney (included on page II-7 of the
                        Registration Statement)
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 84307}]
{"company-data": {"conformed-name": "AUDIO BOOK CLUB INC", "cik": "0001040973", "assigned-sic": "5961", "irs-number": "650429858", "state-of-incorporation": "FL", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-83935", "film-number": "99672103"}, "business-address": {"street1": "2295 CORPORATE BLVD STE 222", "city": "BOCA RATON", "state": "FL", "zip": "33431", "phone": "5612411426"}, "mail-address": {"street1": "2295 CORPORATE BLVD 222", "city": "BOCA RATON", "state": "FL", "zip": "33431"}}
As filed with the Securities and Exchange Commission on July 28, 1999.
                              Registration No.333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                 --------------

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

                              AUDIO BOOK CLUB, INC.
             (Exact name of registrant as specified in its charter)

             Florida                                      65-0429858
  (State or other jurisdiction              (I.R.S. Employer Identification No.)
of incorporation or organization)

2295 Corporate Blvd., N.W., Suite 222, Boca Raton, Florida                33431
(Address of principal executive offices)                              (Zip Code)

              1997 Stock Option Plan and 1999 Stock Incentive Plan
                            (Full title of the plan)

                   Norton Herrick, Co-Chief Executive Officer
                              Audio Book Club, Inc.
                      2295 Corporate Blvd., N.W., Suite 222
                            Boca Raton, Florida 33431
                     (Name and address of agent for service)

                                 (561) 241-1426
          (Telephone number, including area code, of agent for service)

                                    Copy to:
                             Robert J. Mittman, Esq.
                              Tenzer Greenblatt LLP
                              405 Lexington Avenue
                            New York, New York 10174
CALCULATION OF REGISTRATION FEE

                                        Proposed   Proposed
                                        Maximum    Maximum
                                        Aggregate  Aggregate    Amount of
Title of Securities  Amounts to be      Price Per  Offering     Registra-
to be Registered     Registered(1)      Share(2)   Price (2)    tion Fee
-------------------  -------------      --------   ---------    --------

Common Stock, no     4,500,000 shares   $9.5685    $43,058,447  $11,970.25
par value

     (1) In  addition,  pursuant to Rule 416 under the  Securities  Act of 1933,
     this  Registration  Statement  also  registers an  indeterminate  number of
     shares of common  stock which may be issued  pursuant to the  anti-dilution
     provisions of the stock options  granted by the  Registrant  under its 1997
     Stock Option Plan ("97 Plan") and 1999 Stock Incentive Plan ("99 Plan").

     (2) Calculated  solely for the purpose of determining the  registration fee
     pursuant to Rule 457 under the Securities Act of 1933 and based upon (a) as
     to the 1,974,300  shares of common stock  issuable upon exercise of options
     previously granted under the 97 Plan and the 881,500 shares of Common Stock
     issuable upon exercise of options previously granted under the 99 Plan upon
     the prices at which such options may be exercised,  (b) as to the remaining
     25,700 shares issuable upon exercise of options reserved for issuance under
     the 97 Plan  and (c) as to the  remaining  1,618,500  shares  reserved  for
     issuance upon exercise of options or other stock-based  awards under the 99
     Plan, on the basis of the average of the high and low prices for the common
     stock as quoted on the American Stock Exchange on July 22, 1999.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

              Item 1.    Plan Information.*

              Item 2.    Registrant Information and Employee
                         Plan Annual Information.*

     *  Information  required by Part I to be  contained  in the  Section  10(a)
prospectus is omitted from this  Registration  Statement in accordance with Rule
428 under the Securities Act of 1933 and the Note to Part I of Form S-8.

                                       I-1
AUDIO BOOK CLUB, INC.

                        2,567,500 Shares of Common Stock

     This prospectus  relates to an offering by certain selling  shareholders of
an aggregate  of up to 2,567,500  shares of the common stock of Audio Book Club,
Inc.  issuable  upon  exercise  of  options  granted  from  time to time,  since
September  1997,  under  either Audio Book Club's 1997 Stock Option Plan or 1999
Stock  Incentive  Plan as  consideration  for their  employment and for services
rendered  and/or to be rendered to us. All of the  2,567,500 of common stock are
being  offered  for  resale  by  such  selling  shareholders  pursuant  to  this
prospectus.

     The  common  stock  may be  offered  from  time  to  time  by  the  selling
shareholders  through ordinary  brokerage  transactions in the  over-the-counter
markets, in negotiated transactions or otherwise, at market prices prevailing at
the time of sale or at negotiated  prices and in certain other ways as described
in the "Plan of  Distribution."  Audio  Book Club  will not  receive  any of the
proceeds from the sale of common stock by the selling shareholders.

     The common stock is traded on the American  Stock Exchange under the symbol
"KLB".  On July 27, 1999, the closing sale price of the common stock as reported
by the American Stock Exchange was $12.375.

     An investment in the common stock is speculative and involves a high degree
of risk. See "Risk Factors" Beginning on Page 6.

     Neither the  Securities and Exchange  Commission  nor any state  securities
commission has approved or  disapproved  of these  securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is a
criminal offense.

     The date of this Prospectus is July 28, 1999.
SPECIAL INFORMATION REGARDING FORWARD LOOKING STATEMENTS

     Certain  statements in this prospectus or in the documents  incorporated by
reference herein constitute  "forward-looking  statements" within the meaning of
the  Private  Securities  Litigation  Reform Act of 1995.  Such  forward-looking
statements  involve  certain known and unknown  risks,  uncertainties  and other
factors which may cause our actual  results,  performance or  achievements to be
materially  different  from any  future  results,  performance  or  achievements
expressed or implied by such forward- looking statements.  Such factors include,
among  others,  the factors set forth  below  under  "Risk  Factors."  The words
"believe," "expect,"  "anticipate,"  "intend" and "plan" and similar expressions
identify forward-looking  statements. We caution you not to place undue reliance
on  these  forward-looking  statements,  which  speak  only as of the  date  the
statement was made. See "Risk Factors."

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The  following  documents  previously  filed by Audio  Book  Club  with the
Securities  and Exchange  Commission  are  incorporated  herein by reference and
shall be deemed a part of this prospectus:

     (a)  Annual  Report on Form 10-KSB for the fiscal year ended  December  31,
          1998;

     (b)  Quarterly  Report on Form 10-QSB for the quarterly  period ended March
          31, 1999;

     (c)  Current Report on Form 8-K for the event dated December 14, 1998;

     (d)  Current Report on Form 8-K for the event dated December 31, 1998;

     (e)  Current  Report on Form 8-K/A  (Amendment  No. 1) for the event  dated
          December 14, 1998;

     (f)  Current  Report on Form 8-K/A  (Amendment  No. 1) for the event  dated
          December 31, 1998;

     (g)  Current  Report on Form 8-K/A  (Amendment  No. 2) for the event  dated
          December 31, 1998;

     (h)  Current  Report on Form 8-K/A  (Amendment  No. 3) for the event  dated
          December 31, 1998;

     (i)  Current Report on Form 8-K for the event dated April 23, 1999;

     (j)  Current Report on Form 8-K for the event dated June 15, 1999;

     (k)  Current Report on Form 8-K for the event dated July 2, 1999;

     (l)  Current  Report on Form 8-K/A  (Amendment  No. 1) for the event  dated
          June 15, 1999;

     (m)  Current  Report on form 8-K/A  (Amendment  No. 2) for the event  dated
          June 15, 1999; and

     (n)  The  description  of our common stock  contained  in our  Registration
          Statement on Form 8-A declared  effective  October 22, 1997,  together
          with any amendment or report filed

                                       1
with  the  Securities  and  Exchange  Commission  for the  purpose  of
          updating such description.

     All documents we file pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Securities  Exchange Act of 1934 after the date of this  prospectus and prior to
the  termination of the offering of the securities  hereby shall be deemed to be
incorporated by reference in this prospectus and to be a part hereof on the date
of filing of the documents.  Any statement incorporated in this prospectus shall
be deemed to be modified or  superseded  for purposes of this  prospectus to the
extent  that  a  statement   contained  in  this  prospectus  or  in  any  other
subsequently  filed document which also is, or is deemed to be,  incorporated by
reference in this prospectus modifies or supersedes the statement. Any statement
so  modified  or  superseded  shall  not be  deemed,  except as so  modified  or
superseded,  to  constitute  a part  of  this  prospectus  or  the  registration
statement of which it is a part.

     This prospectus  incorporates  documents by reference with respect to Audio
Book Club that are not presented herein or delivered  herewith.  These documents
are available  without charge to any person,  including any beneficial  owner of
our company's securities,  to whom this prospectus is delivered, upon written or
oral  request to Mr.  John Levy,  Audio Book Club,  Inc.,  20  Community  Place,
Morristown, New Jersey 07960, telephone: (973) 539-9528.

                              AVAILABLE INFORMATION

     Audio  Book  Club  is  subject  to the  informational  requirements  of the
Securities Exchange Act. We file reports, proxy statements and other information
with the Securities and Exchange Commission.  Such reports and other information
can be read and  copied at the public  reference  facilities  maintained  by the
Securities  and Exchange  Commission at Room 1024,  Judiciary  Plaza,  450 Fifth
Street,  N.W.,  Washington,  D.C. 20549, and at its regional  offices:  500 West
Madison  Street,  Suite 1400,  Chicago,  Illinois  60661-2511  and 7 World Trade
Center,  13th Floor,  New York,  New York 10048.  You can obtain  copies of such
materials at prescribed  rates from the Public  Reference Room of the Securities
and Exchange Commission at 450 Fifth Street, N.W.,  Washington,  D.C. 20549. You
may obtain  information on the operation of the Public Reference Room by calling
the Securities and Exchange Commission at 1-800-SEC-0330. Our electronic filings
made through the Securities and Exchange Commission's Electronic Data Gathering,
Analysis and Retrieval System are publicly  available through the Securities and
Exchange Commission's worldwide web site (http://www.sec.gov).

                                       2
THE COMPANY

     Audio Book Club, Inc. is the nation's largest membership  club-based direct
marketer of  audiobooks.  Our  membership  club is modeled  after the  "negative
option"  formula  developed by the  Book-of-the-Month  Club.  Each member of our
membership club is offered a limited number of audiobooks at a low  introductory
discounted  price and,  in  return,  commits  to  purchase  a minimum  number of
additional audiobooks over a specified period of time at regular club prices.

     Since  commencing  operations  in 1994,  we have  invested  heavily  in our
membership recruitment programs to establish and expand our membership base. The
recruitment programs have consisted primarily of direct targeted mailings of new
member solicitation packages, marketing on the Internet and media advertising.

     We have  aggressively  pursued  marketing  opportunities on the Internet by
entering into advertising  arrangements  with respect to audiobooks with various
Internet  companies  including  Microsoft  Corporation,  for its MSNBC web site,
MSN.com  portal,  hot mail  and  webTV  services  and  link  exchange  property;
Broadcast.com, Inc.; and mail.com. We have established an Internet web site that
offers visitors the opportunity to become club members,  and offers club members
the opportunity to execute transactions  online,  search our database of tens of
thousands of titles and sample  thousands of audiobook  selections.  In December
1998 and June 1999, we also completed the several  acquisitions  discussed below
which has resulted in our Audio Book Club total  membership  file  increasing to
over 1.6  million  and our total  customer  base,  including  our  member  file,
exceeding 2 million names.

     We are seeking to expand our Internet presence and to take advantage of the
high volume of traffic  that the Audio Book Club web site  receives  through the
creation of a media portal web site. We are currently designing our media portal
site to be a  fully-integrated  web site  providing  a variety  of  content  and
e-commerce  opportunities  to visitors and customers alike. The site will enable
users to click  through  to our other web sites,  to join  Audio  Book Club,  to
purchase a variety of products from several  different retail  categories and to
experience the wealth of content that will be featured on the site in both audio
and video formats.

     Our Radio  Group  produces,  broadcasts,  syndicates,  sells  and  licenses
popular  "classic"  and old-time  radio and video  programs,  including  vintage
comedy,  mystery,  detective,  adventure and suspense programs, and produces and
syndicates  three national  old-time radio programs  broadcast on over 500 radio
stations  per week with a cumulative  audience of  approximately  3,000,000  per
week. On many of its radio affiliates, it is the dominant number one listened to
program in its time slot.  Our Radio Group has  compiled a mailing  list of over
450,000 names of buyers and prospective buyers of old-time radio  audiocassettes
and video cassettes.

     Our principal  executive offices are located at 2295 Corporate  Boulevard.,
N.W.,  Suite 222, Boca Raton,  Florida  33431 and our telephone  number is (561)
241-1426.  We also have offices located at 20 Community Place,  Morristown,  New
Jersey   07960.   The   Audio   Book   Club   network   of   websites   includes
www.audiobookclub.com;     www.mediabay.com,     our    media    portal    site;
www.audiobook.com, a retail audiobook site; radiospirits.com, our old-time radio
site; and www.videoyesteryear.com, our old-time video site.

                                       3
RECENT DEVELOPMENTS

     Acquisition of Doubleday's Audiobooks Direct Club

     On June 15, 1999,  our  wholly-owned  subsidiary  acquired  from  Doubleday
Direct, Inc. its business of direct marketing and distribution of audiobooks and
related products through Doubleday's  Audiobooks Direct Club. At the time of the
acquisition, the Audiobooks Direct Club was one of the industry's leading direct
marketers  of  audiobooks  using  a  membership  club  format.  As  part  of the
acquisition,  we acquired Audiobooks Direct Club's total membership file of over
500,000 members as well as some of Doubleday's other assets relating exclusively
to the Audiobooks Direct Club.

     We also entered  into a reciprocal  marketing  arrangement  with  Doubleday
pursuant to which we received the exclusive rights,  with respect to audiobooks,
for three years,  subject to a one-year  extension at no additional cost, and an
additional  three years at market  rates,  to insert our new member  acquisition
materials  into the  member  mailings  of  Doubleday's  consumer  book clubs and
Doubleday  Select's  professional book clubs, as well as distributing our member
solicitation  packages  via direct  mail  campaigns  to the active and  inactive
Doubleday  and  Doubleday  Select  book  club  membership   lists.   Subject  to
exceptions, we will also be Doubleday's exclusive source for audiobooks.

     In addition,  Doubleday agreed not to engage in designated activities which
compete with our Audio Book Club for five years.

     At the time of the acquisition,  together with Doubleday,  we announced the
launch of a co-branded website to be coupled with an online  cross-marketing and
advertising  campaign. We currently anticipate the launch of this site in August
1999.

     Financings

     In June 1999, in connection with our acquisition of Doubleday's  Audiobooks
Direct Club, we, Fleet National Bank and ING (U.S.) Capital  Corporation amended
the terms of our existing  credit  agreement to provide for our  borrowing of an
additional  $6,000,000  as a term  advance  under the  credit  agreement  and an
additional $4,350,000 from Norton Herrick, and modified the interest rate we pay
under the credit  agreement.  At July 6, 1999,  an  aggregate  of $37.5  million
principal amount of indebtedness was outstanding under the credit agreement. The
principal  amount  outstanding  under the term  advance is payable in  quarterly
installments  commencing on March 31, 1999 through December 31, 2003 as follows:
a quarterly payment of $250,000 on March 31, 1999, payments of $330,000 for each
of the next three  quarters,  four  quarterly  payments  of $930,000 in the year
2000,  four  quarterly  payments of $1,550,000 in the year 2001,  four quarterly
payments  of  $2,170,000  in the  year  2002  and  four  quarterly  payments  of
$2,790,000  during  2003.  We have made the required  payments  through June 30,
1999.

     In connection with the additional loan in June 1999, we granted the lenders
three-year  warrants to purchase up to 119,546  shares of our common stock at an
exercise  price  of  $14.25,  subject  to  adjustment.  As of the  date  of this
prospectus,  as a  result  of  anti-dilution  adjustments,  these  warrants  are
currently  exercisable  to  purchase  119,940  shares of our common  stock at an
exercise  price of $14.20 per  share.  As of the date of this  prospectus,  as a
result of anti-dilution adjustments, the warrants we issued

                                       4
to the lenders in December  1998 in  connection  with the initial loan under the
credit  agreement are currently  exercisable  to purchase  197,448 shares of our
common stock at an exercise price of $9.967 per share.

     In June 1999, we borrowed  $4,350,000  from Norton  Herrick by issuing a 9%
convertible  senior  subordinated  promissory  note due December 31, 2004.  In a
separate letter agreement,  we agreed, subject to shareholder approval,  that if
we  refinance  or replace  the note with debt or equity  financing  provided  by
anyone other than Mr. Herrick or a family member or affiliate of Mr. Herrick, we
will issue to Mr. Herrick  warrants to purchase an additional  125,000 shares of
common stock,  which warrants shall also be identical to the warrants  issued to
him in  connection  with the financing  Mr.  Herrick  provided to us in December
1998.  In July 1999,  we repaid the  $4,350,000  note,  plus  accrued and unpaid
interest,  from  the  proceeds  received  from  the  sale of  equity  securities
described below.

     The terms of Mr.  Herrick's  financings  were  approved by the  independent
members of our Board of Directors.

     In June 1999, we sold 50,000 shares of our common stock for gross  proceeds
of $550,000 to three qualified institutional buyers.

     In July 1999, we sold 540,000 shares of our common stock for gross proceeds
of $7,020,000 to three qualified institutional buyers.

                                       5
RISK FACTORS

     Prospective  investors should consider carefully the following risk factors
before  purchasing  any shares of the common stock offered hereby by the selling
shareholders.

     We have historically experienced significant losses.

     Since our inception, we have incurred significant losses,  including losses
of $6,242,491  during the year ended  December 31, 1996,  $4,920,851  during the
year ended December 31, 1997, $6,985,264 during the year ended December 31, 1998
and $665,000 for the three  months ended March 31, 1999.  We had an  accumulated
deficit of $24,124,000 at March 31, 1999.

     We have outstanding indebtedness which requires us to make timely principal
and interest payments.

     We have  outstanding  indebtedness  which is substantial in relation to our
shareholders'  equity, as well as interest and debt service  requirements  which
are significant compared to our cash flow from operations. As of March 31, 1999,
we  have  approximately  $44  million  of  indebtedness  outstanding,  which  is
substantial in relation to our total  capitalization.  In addition,  after March
31, 1999, we increased our outstanding  borrowings under our credit agreement by
$6 million.  Our  outstanding  indebtedness  requires us to make timely interest
payments and principal payments. If we do not generate sufficient cash flow from
operations or obtain other sources of funds to finance  these  payments,  we may
default  on  our  obligations  under  our  indebtedness.   Moreover,  since  our
borrowings  under the credit  agreement are at variable  interest  rates, we are
subject  to the  risk of  paying  higher  rates on  advances  under  the  credit
agreement.

     A default under our outstanding  indebtedness could have a material adverse
effect on our business, including foreclosure by the lenders on our assets.

     Upon the  occurrence of an event of default  under the credit  agreement or
the  senior   subordinated  note,  our  indebtedness   thereunder  could  become
immediately  due and payable and the lenders under the credit  agreement  and/or
note could foreclose on our assets. All of our assets and the assets and capital
stock of our subsidiaries are pledged to the lenders under the credit agreement,
and assets of Classic Radio Holding Corp. and Classic Radio Acquisition Corp.
are pledged to the lender under the note.

     Our loan  agreements  contain  restrictive  covenants which could limit our
ability to implement our business plan.

     The terms of our loan agreements with our creditors could limit our ability
to implement our business strategy. In addition to substantially  prohibiting us
from incurring additional indebtedness, our loan agreements limit or prohibit us
from:

     o    declaring or paying cash dividends;
     o    merging or consolidating with another corporation;
     o    selling all or substantially all of our assets; or
     o    materially changing the nature of our business.

                                       6
Our  business  would  likely  be harmed  if we are  unable to  successfully
integrate our recently acquired business.

     We have expanded our operations  through internal growth and  acquisitions,
which has placed and is expected to  continue to place a  significant  strain on
our management,  administrative,  operational, financial and other resources. We
are dependent upon the services of key personnel acquired in these transactions.
We  cannot  assure  you  that we will be able to  successfully  integrate  these
businesses  into our  operations or that we will be able to retain key personnel
acquired in these transactions.  We will likely be materially adversely affected
if we are unable to  successfully  integrate  acquired  businesses and personnel
into our operations.

     The  amortization  of  the  goodwill  from  our  recent  acquisitions  will
adversely impact our future operating results.

       As a result of our recent  acquisitions,  we are required to amortize the
excess of costs over net assets and other intangibles  acquired, an aggregate of
approximately  $64.1  million,  over  periods of up to 20 years.  Although  this
amortization  does not have an effect on our available funds, it will be treated
as an  operating  expense  that will  reduce our  reported  earnings or increase
reported losses.  Future  acquisitions  could result in additional  amortization
expenses resulting from additional goodwill and other intangibles acquired which
would reduce future earnings or increase future losses, as the case may be.

     We may not be able to meet our  obligations  to  repurchase  shares  of our
common stock if the holders of put rights exercise their rights in the future.

     We may not have the necessary  funds to meet any  obligations to repurchase
stock  pursuant  to  puts  we  have  granted.  In  connection  with  our  recent
acquisitions,  we  granted  the  sellers  the option to sell back to us up to an
aggregate  of  675,000  shares of our  common  stock  issued to the  sellers  in
connection  with the  acquisitions.  Although  the  sellers'  put  options  have
terminated  as to 320,000 of the  shares,  the sellers  outstanding  put options
require us to  purchase  from them  shares of our common  stock,  unless the put
rights are terminated as a result of our common stock satisfying specified price
targets and trading volume requirements, as follows:

          o    25,000 shares at a price of $7.00 per share beginning on December
               31, 2000;

          o    25,000 shares at a price of $12.00 per share beginning on October
               31, 2001;

          o    25,000  shares  at a price  of  $14.00  per  share  beginning  on
               December 31, 2003;

          o    up to 230,000 shares at a price of $15.00 per share  beginning on
               December 31, 2004; and

          o    50,000  shares  at a price  of  $15.00  per  share  beginning  on
               December 31, 2005.

Of these  shares,  125,000  shares are pledged to us until  December 31, 1999 as
collateral to secure the sellers'  indemnification  obligations  in the event we
suffer an indemnifiable loss. If we suffer a loss and retain any of these shares
as  indemnification  for the loss, the put  obligation  will terminate as to the
shares we retain.

     As of the date of this prospectus, the market value of our common stock was
below the  guaranteed  market prices for most of the remaining put  obligations.
The market price of our common

                                       7
stock may not exceed the guaranteed  market prices at the time that the puts are
exercisable and the puts may not terminate.

     Our member  recruitment  strategy  is subject to many risks  which,  if not
successfully addressed, could result in increased member acquisition costs.

     If our direct mail and other marketing  strategies are not successful,  our
per  member   acquisition  costs  may  increase  and  we  may  not  be  able  to
significantly increase our membership base. The success of direct mail campaigns
is subject to a high degree of risk and uncertainties,  including the ability to
target the type of persons  which we believe are likely to join Audio Book Club.
We use a variety of modeling and list analysis procedures and techniques as part
of our efforts to efficiently  target our direct mail campaigns and we intend to
increase the number of prospective members to which member solicitation packages
will be mailed.

     Because the market for  audiobooks is still evolving and is a niche market,
it is not certain that the market will continue to grow.

     It is possible that the market for  audiobooks  may not continue to grow at
the current rate or growth trends may reverse. The audiobook market has expanded
rapidly,  is  still  evolving  and is  currently  a niche  market.  The  sale of
audiobooks  through  mail  order  clubs is an  emerging  retail  concept.  As is
typically the case for products in an evolving  industry,  the ultimate level of
demand and  market  acceptance  for  audiobooks  is subject to a high  degree of
uncertainty.  A decline in the popularity of audiobooks  could adversely  affect
our business and prospects.

     Failure to respond to factors  affecting our business  could result in lost
sales  opportunities  or excess  inventory  from the  inability to sell selected
titles.

     Our success is largely dependent upon our ability to anticipate and respond
to these and other  factors  affecting the  industry,  such as economic  factors
affecting discretionary consumer spending,  changes in consumer demographics and
the availability of other forms of entertainment.  Failure to respond to factors
affecting the  audiobook  industry in a timely manner could result in lost sales
opportunities  or excess  inventory from the inability to sell selected  titles.
The audiobook market is characterized by continuous  introductions of new titles
and is subject to changing consumer preferences,  which may adversely affect our
ability to plan for catalog offerings, anticipate order lead time and accurately
assess inventory requirements.  While we evaluate many factors to anticipate the
popularity and life cycle of selected  titles,  the ultimate level of demand for
specific  audiobook titles is subject to a high level of uncertainty.  Moreover,
sales of a specific  audiobook title  typically  decline rapidly after the first
few  months  following  release.  Any  unanticipated  decline in  popularity  of
selected  titles  could  result in excess  inventory  or require us to sell this
inventory at a reduced price.

     Interruption of our supply of audiobooks could result in increased  product
costs or loss of sales opportunities.

       Our  failure to obtain  the rights to  audiobook  libraries  or  selected
audiobook titles,  on commercially  reasonable terms, or at all, could result in
increased  product  costs or loss of sales  opportunities.  Many of our  license
agreements with audiobook publishers are short-term,  non-exclusive  agreements,
typically one or two years in length.  A portion of our  agreements  expire over
the next several  months,  unless  renewed.  Our success is  dependent  upon our
ability to renew  existing  license  and  supply  arrangements  with  respect to
audiobook  publishers'  libraries and to enter into additional  arrangements for
the supply of new  audiobook  titles.  In addition,  we  currently  enjoy a cost
advantage

                                       8
over traditional retailers of audiobooks. If audiobook publishers were to change
their policies, our cost advantage could be adversely impaired.

     Our operations  could be interrupted if our third-party  service  providers
fail to perform their services.

     We engage third-party service providers to perform processing,  billing and
data processing  services,  and warehousing and  distribution  services.  We are
dependent  upon these third  parties to process  and deliver  orders on a timely
basis, and provide friendly,  efficient  customer service and timely process and
collect and accurately  report customer  payments to avoid delays in collection.
Failure by our service  providers to perform their  services in accordance  with
our requirements could result in adverse member perception of Audio Book Club or
delay collections of receivables,  either of which could have a material adverse
effect on Audio Book Club. The  unavailability  or interruption of services from
these providers would result in a material interruption of our operations.

     If we incur system  interruptions  which affect  customers'  and  potential
customers'  ability  to access  our web  sites,  we could be  harmed by  adverse
consumer perception and lost sales opportunities.

     We  anticipate  that new member and other  revenues  will become  partially
dependent on the number of visitors who join as members from and who shop on our
web sites. Accordingly, any system interruptions that result in the inability of
customers or potential  customers to access our web sites could adversely affect
consumer  perception of our membership  clubs and web sites or affect or ability
to conduct business over the Internet.  Our business strategy includes expanding
our  Internet web sites and  increasing  Internet  and online  computer  service
advertising.   Accordingly,   the  satisfactory  performance,   reliability  and
availability  of our  web  sites,  transaction-processing  systems  and  network
infrastructure  are  critical  to our  reputation  and our  ability  to  attract
visitors to our web sites and maintain adequate customer service levels.

     An increased  rate of member loss could  adversely  affect our revenues and
operating results.

     Any significant  increase in member attrition could have a material adverse
effect on our  revenues  and  operating  results.  Although  we provide  various
incentives for members to continue in our club,  once a member has satisfied his
or her commitment to purchase four audiobooks at regular prices,  the member has
no further commitment to our club. We incur significant upfront  expenditures in
connection  with  acquiring  new members,  including the costs  associated  with
member recruitment  advertising and mailings of member welcome packages, as well
as the costs of  supplying  the  audiobooks  ordered  at Audio  Book  Club's low
introductory  price,  which is  significantly  below our cost.  A member may not
honor his or her  commitment or  membership  may be terminated by us for several
reasons,  including  failure  to pay  for  purchases  or  excessive  returns  or
cancelled  orders.  The member  attrition rate for mail order clubs is typically
high and,  we believe  that Audio Book  Club's  member  attrition  rate has been
typical of the negative option mail order industry. We may not be able to recoup
our costs associated with new members.

     Increased  rate of product  returns  would  adversely  affect our operating
results.

     Product  returns which  significantly  exceed our reserves would  adversely
affect our  operating  results.  At the time a member  orders an  audiobook,  we
establish a reserve for future returns based upon historical return rates and an
evaluation of current return trends.  Mail order clubs which offer products on a
negative option basis have  historically  experienced high product return rates.
We have recently

                                       9
experienced a product return rate of approximately  26%. Our policy is to accept
prompt returns of damaged products and, in order to maintain  favorable customer
relations, we generally accept returns of unopened products.

     Because we sell products on credit,  our  liquidity  and operating  results
could be adversely impacted if we are unable to collect our receivables.

     We are subject to the risks  associated  with  selling  products on credit,
including,  delays in collection  or  uncollectibility  of accounts  receivable.
Delays in collection or  uncollectibility  of accounts  receivable  could have a
material  adverse effect on our liquidity and working capital position and could
require us to  increase  our  allowance  for  doubtful  accounts.  Our  accounts
receivable have historically increased from period to period and are expected to
increase  as a  result  of  the  anticipated  expansion  of  Audio  Book  Club's
membership base. As of March 31, 1999, allowances for sales returns and doubtful
accounts were  $2,539,000,  which we believe is currently  adequate for the size
and nature of our receivables.

     The  Year  2000   problems  may  result  in  decreased   sales  for  us  if
certifications  we received from our service  providers are inaccurate or if our
customers and suppliers do not adequately address their Year 2000 concerns.

     Many currently  installed  computer systems and software products are coded
to accept only two- digit entries in the date code field.  Beginning in the year
2000,  these  date  code  fields  will  need to  accept  four-digit  entries  to
distinguish  21st century  dates from 20th century  dates.  This year 2000 issue
potentially affects all individuals and companies,  including us, our customers,
business  partners,  vendors,  suppliers,  service  providers  and the  banks we
utilize.

     While we believe our systems,  and those of our primary  service  providers
and vendors are year 2000 compliant,  we are continuing our communications  with
our  principal  service  providers and vendors to ensure that they are year 2000
compliant.  We do not  currently  anticipate  that  we  will  incur  significant
operating  expenses or be required to invest in computer system  improvements to
be Year 2000 compliant.

     We are  developing  contingency  plans that identify  alternative  vendors,
suppliers and service  providers in the event our current vendors,  suppliers or
service  providers  suffer  significant  disruption  as a  result  of year  2000
compliance  failures.  If third  parties  with whom we  interact  have year 2000
problems that are not remedied, the following problems could result:

     o    in the case of vendors and suppliers, in disruption of supply;

     o    in the case of service  providers,  in the  receipt of  inaccurate  or
          out-of-date  data,  loss of  customer  orders,  invoices,  billing and
          payment information and disruption in order fulfillment services;

     o    in the case of  banks,  in the  disruption  of cash  flow  potentially
          resulting in liquidity stress; and

     o    in the case of customers, in their inability to place orders.

                                       10
Increases in costs of postage and  shipping  could reduce our net income or
increase our net loss if we are unable to pass on the costs to our customers.

     Any unanticipated  increase in postal rates could have an adverse effect on
our operating results to the extent that we are unable to offset these increases
by raising our prices or by implementing  more efficient  mailing,  delivery and
order fulfillment methods.  Postage and shipping are significant expenses in the
operation of our business.  As is customary in the mail order industry,  we pass
on the costs of order  fulfillment  directly  to the member but do not  directly
pass on the costs of member mailings and member solicitation packages.

     Third parties could obtain access to our member and customer  databases and
other  proprietary  information  because  of  the  limited  protection  for  our
intellectual property.

     Third  parties  may copy or obtain  access  to,  and use,  our  member  and
customer  databases  and other  proprietary  know-how,  ideas and  concepts.  In
addition, the confidentiality agreements with our executive officers, employees,
list  managers  and  appropriate  consultants  and  service  suppliers  may  not
adequately  protect our trade secrets.  In the event  competitors  independently
develop or otherwise obtain access to our know-how,  concepts,  trade secrets or
membership database, we may be adversely affected.

     Fluctuations  in operating  results  could impact the trading  price of our
common stock.

     Because our operating  results vary from period to period,  comparisons  of
quarterly  results  may  not  be  meaningful  and  should  not be  relied  upon.
Fluctuations  in quarterly  operating  results may adversely  affect the trading
price of our common stock if they are below the  expectations of market analysts
and investors.  Our operating results vary as a result of purchasing patterns of
members,  the timing,  cost,  magnitude and success of direct mail campaigns and
other member recruitment advertising, member attrition, timing and popularity of
new audiobook  releases and product  returns.  Unanticipated  events,  including
delays in securing an adequate supply of popular audiobook titles at the time of
peak  sales,  delays  in  direct  mailing  or  significant  decreases  in sales,
particularly  during peak sales periods,  could result in losses during a period
which would not be easily reversed before the following year.

     The loss of our key personnel  would likely disrupt our operations and have
a material adverse effect on our business and prospects.

     Our  success  is largely  dependent  upon the  efforts  of Norton  Herrick,
Chairman of the Board and  Co-Chief  Executive  Officer,  and  Michael  Herrick,
Co-Chief  Executive  Officer  and Vice  Chairman  of the Board.  The loss of the
services  of either of these  officers  or other key  personnel,  despite  their
having entered into  employment  agreements  would likely disrupt our operations
and have a material adverse effect on our business and prospects.

     We could be  harmed  if  affiliates  which  provide  services  to us do not
continue to provide these services.

     Our business could be harmed if affiliates of ours which currently  provide
services to us do not continue to provide these services.  We share office space
with  entities  affiliated  with  our  officers  and  have  relied  on  entities
affiliated  with  Norton  Herrick  for  the  provision  of  travel,  accounting,
administrative  and  general  office  services  and to obtain  general  business
insurance.  Moreover,  Mr.  Herrick  may  have a  conflict  of  interest  in the
allocation of his business time among Audio Book Club and of his other  business
ventures.

                                       11
The Herrick family has significant  control over stockholder  matters which
impacts the ability of other stockholders to have a say in our activities.

     As of the date of this  prospectus,  Norton  Herrick,  Michael  Herrick and
Howard  Herrick,  in the  aggregate,  own  approximately  43.9%  of  the  actual
outstanding  common  stock of Audio  Book  Club.  Accordingly,  they are able to
direct our affairs,  including  electing a majority of our directors and causing
an increase in our authorized  capital or the  dissolution,  merger,  or sale of
Audio Book Club or substantially all of our assets.

     Our stock price has been and could continue to be extremely volatile.

     The  market  price  of  our  common  stock  has   experienced   significant
fluctuations since our initial public offering in October 1997. Our common stock
is quoted on the American Stock Exchange,  which market has experienced,  and is
likely to experience in the future,  significant  price and volume  fluctuations
which could adversely affect the market price of the common stock without regard
to the operating performance. In addition, the trading price of the common stock
could be subject to significant fluctuations in response to:

     o    actual or anticipated variations in our quarterly operating results;

     o    announcements by us or other industry participants;

     o    factors affecting the audiobook industry;

     o    changes  in  national  or  regional  economic  conditions,  changes in
          securities  analysts'  estimates  for our  competitors'  or industry's
          future performance; and

     o    general market conditions.

The market  price of our common  stock could also be affected by general  market
price  declines  or  market  volatility  in the  future or  future  declines  or
volatility  in the prices of stocks for  companies  in the  Internet  and online
industries.

     The exercise or conversion of outstanding options,  warrants or convertible
securities by the holders will result in dilution to our  shareholders and could
adversely affect the market price for our common stock and our ability to obtain
additional equity capital.

     To the extent that outstanding options and warrants are exercised, dilution
to the percentage  ownership of our shareholders will occur and any sales in the
public market of our common stock underlying  options and warrants may adversely
affect prevailing market prices for our common stock.  Moreover,  the terms upon
which we will be able to  obtain  additional  equity  capital  may be  adversely
affected since the holders of  outstanding  options and warrants can be expected
to exercise them at a time when we would, in all  likelihood,  be able to obtain
any needed  capital on terms more  favorable  to us than those  provided  in the
outstanding  options and warrants.  As of July 6, 1999,  there were  outstanding
options,  warrants and other convertible  securities to purchase an aggregate of
approximately  6,000,000  shares of our common stock at exercise  prices ranging
from $3.50 to $16.50 per share.

                                       12
USE OF PROCEEDS

     We will not receive any  proceeds  from any sales of shares of common stock
made from time to time hereunder by the selling shareholders.  We have agreed to
bear certain  expenses in connection  with the  registration of the common stock
being  offered and sold by the selling  shareholders.  We will receive  proceeds
from any exercise by the selling  shareholders for cash of options made prior to
the sale of any of the shares of common stock  underlying  such options  (except
with respect to "cashless  exercises") being offered hereby.  Such proceeds will
be added to our working capital.

                          DESCRIPTION OF CAPITAL STOCK

General

     Audio Book Club is authorized to issue  75,000,000  shares of common stock,
no par value,  and 5,000,000 shares of preferred stock, no par value. As of July
27, 1999, there were 8,418,920 shares of common stock  outstanding and no shares
of preferred stock outstanding.

Common Stock

     The holders of our common  stock are  entitled to one vote per share on all
matters  submitted  to a vote of the  shareholders,  including  the  election of
directors,  and,  subject to preferences that may be applicable to any preferred
stock  outstanding at the time, are entitled to receive  ratably such dividends,
if any, as may be declared  from time to time by the board of  directors  out of
funds legally available therefor.  In the event of liquidation or dissolution of
Audio Book Club,  the holders of common stock are entitled to receive all assets
available for  distribution  to the  shareholders,  subject to any  preferential
rights of any preferred stock then outstanding.  The holders of our common stock
have no preemptive  or other  subscription  rights,  and there are no conversion
rights or  redemption  or sinking  fund  provisions  with  respect to the common
stock.  All  outstanding  shares of common  stock are,  and the shares of common
stock   offered   hereby  upon  issuance  and  sale  will  be,  fully  paid  and
non-assessable.  The rights, preferences and privileges of the holders of common
stock are subject to, and may be adversely affected by, the right of the holders
of any shares of preferred  stock which our board of directors  may designate in
the future.

Preferred Stock

     Authorized but  undesignated  shares of preferred  stock may be issued from
time to time in one or more series upon authorization by our board of directors.
Our  board of  directors,  without  further  approval  of the  shareholders,  is
authorized  to fix the  dividend  rights and terms,  conversion  rights,  voting
rights, redemption rights and terms, liquidation preferences,  and other rights,
preferences,  privileges and restrictions applicable to each series of preferred
stock.  The  issuance  of  preferred  stock,  while  providing   flexibility  in
connection with possible  acquisitions and other corporate purposes could, among
other things,  adversely  affect the voting power of the holders of common stock
and,  under certain  circumstances,  make it more difficult for a third party to
gain  control  of Audio Book Club,  prevent or  substantially  delay a change of
control,  discourage  bids  for our  common  stock  at a  premium  or  otherwise
adversely affect the market price of our common stock.

                                       13
Classified Board of Directors

     Our  by-laws  divide our board of  directors  into three  classes,  serving
staggered  three-year terms. The staggered terms of the classes of directors may
make it more  difficult  for a third  party to gain  control  of our board or to
acquire  Audio  Book  Club and may  discourage  bids for our  common  stock at a
premium.

Transfer Agent

     The transfer agent and registrar for our common stock is Continental  Stock
Transfer & Trust Company, New York, New York.

                                       14
SHAREHOLDERS FOR WHICH SHARES ARE BEING REGISTERED FOR SALE

     The  following  table sets forth  certain  information  with respect to the
certain shareholders for which shares are being registered for sale:
Beneficial
                                          Ownership of
                                          Shares of                                                       % of Shares
Shareholders                              Common                                   Shares                 Beneficially
for Which                                 Stock,                                   Beneficially           Owned
Shares are                                Including         Shares                 Owned Assuming         Assuming
Being             Position                Shares Reg-       Registered for Sale    the Sale of the        the Sale of
Registered for    with the                istered           Following Exercise     Shares                 the Shares
Sale              Company                 for Sale          of Stock Options       Registered             Registered
--------------    --------                -----------       -------------------    ---------------        ------------
Norton Herrick    Co-Chief Executive      3,893,547          1,925,000               2,893,547               28.4%
                  Officer and
                  Director

Howard Herrick    Executive Vice          3,941,100            250,000               3,691,100               42.6
                  President and
                  Director

Michael Herrick   Co-Chief Executive        250,000            250,000                       0                  0
                  Officer and
                  Director

John Levy         Executive Vice             51,000             50,000                   1,000                  *
                  President and Chief
                  Financial Officer

Roy Abrams        Director                   10,000             10,000                       0                  0

Carl Wolf         Director                   95,000             22,500                  72,500                  *

Evan Herrick      Consultant                150,000            150,000                       0                  0

Jesse Faber       President and              60,000             60,000                       0                  0
                  Director
----------
* Less than one percent.

     All of the shares registered for sale are issuable upon exercise of options
     granted  from time to time,  since  September  1997,  under the 1997  Stock
     Option Plan and 1999 Stock Incentive Plan as  consideration  for the option
     holders' employment and for services rendered and/or to be rendered to us.

     The above table assumes as to each shareholder named in the above table, or
     a selling  shareholder,  the exercise of all of the options granted to such
     selling  shareholder  under the  Company's  1997 Stock Option Plan and 1999
     Stock  Incentive Plan whether or not currently  exercisable and sale of all
     of the shares  issuable upon exercise of such options but no other options,
     warrants or  convertible  securities  held by the selling  shareholder.  We
     cannot  assure you that any options will be exercised or that any shares of
     common  stock  offered by selling  shareholders  hereby  will be sold.  The
     selling  shareholders are not required to exercise any of the options or to
     sell any of the shares of common stock offered by selling shareholders.

     The above table also assumes for  calculating  each  selling  shareholder's
     beneficial and percentage  ownership that options,  warrants or convertible
     securities that are held by such selling  shareholder  (but not held by any
     other selling  shareholder  or person) and are  exercisable  within 60 days
     from the date of this prospectus have been exercised and converted.

                                       15
The shares  beneficially  owned by Norton Herrick includes (i) 8,200 shares
     of common stock held  directly by Norton  Herrick,  (ii) 488,460  shares of
     common stock held by Howard  Herrick,  (iii) 488,460 shares of common stock
     owned of record by the M.E.  Herrick  Irrevocable  Trust,  of which Michael
     Herrick is the sole  beneficiary  and Howard  Herrick is the sole  trustee,
     (iv) 1,000,000  shares  issuable upon exercise of options granted under the
     1997 Stock Option Plan,  (v) 150,000  shares of common stock  issuable upon
     exercise of options  granted to Evan  Herrick  under the 1997 Stock  Option
     Plan,  (vi) 1,258,427  shares of common stock issuable upon conversion of a
     promissory note of Audio Book Club and (vii) 500,000 shares of common stock
     issuable upon exercise of a warrant.

     The shares  beneficially  owned by Norton Herrick do not include  2,714,180
     shares held by the Norton Herrick Irrevocable Trust of which Norton Herrick
     is the sole  beneficiary and Howard Herrick is the sole trustee and 775,000
     shares of common stock issuable upon exercise of options  granted under the
     1999 Stock  Incentive  Plan that are not  exercisable  until  October 1999.
     These  775,000  shares  are,  however,  included  in the  table  as  shares
     registered for sale by Norton Herrick.  The Norton Herrick  Irrevocable ABC
     Trust  agreement  provides  that Howard  Herrick shall have sole voting and
     dispositive  power over the shares  held by the trust.  Howard  Herrick has
     irrevocably  granted to Norton Herrick sole dispositive  power with respect
     to the shares of common stock held by Howard  Herrick in his own behalf and
     on behalf of the M.E. Herrick Irrevocable Trust.

     Evan  Herrick has  irrevocably  granted to Norton  Herrick  sole voting and
     dispositive  power with respect to the shares of common stock issuable upon
     exercise of the 150,000 options granted to Evan Herrick. Accordingly, these
     150,000  shares have been  included in the table as shares  registered  for
     sale by each of Norton Herrick and Evan Herrick.

                                       16
PLAN OF DISTRIBUTION

     Our   company  is   registering   the  shares  on  behalf  of  the  selling
shareholders.  As  used  herein,  "selling  shareholders"  includes  donees  and
pledgees selling shares received from a named selling shareholder after the date
of this  prospectus.  We have agreed to bear certain expenses in connection with
the  registration  of the shares  offered and sold by the selling  shareholders.
Brokerage  commissions and similar selling expenses, if any, attributable to the
sale of shares will be borne by the selling shareholders. Sales of shares may be
effected  by  selling  shareholders  from  time to time in one or more  types of
transactions  (which may  include  block  transactions)  on the  American  Stock
Exchange,  in the  over-the-counter  market,  in negotiated  transactions,  or a
combination of such methods of sale, at market prices  prevailing at the time of
sale, or at negotiated prices.  Such transactions may or may not involve brokers
or dealers.

     The selling  shareholders  may effect such  transactions  by selling shares
directly to purchasers or to or through broker-dealers,  which may act as agents
or  principals.  Such  broker-dealers  may receive  compensation  in the form of
discounts,  concessions, or commissions from the selling shareholders and/or the
purchasers of shares for whom such  broker-dealers  may act as agents or to whom
they  sell  as  principal,  or  both  (which  compensation  as  to a  particular
broker-dealer might be in excess of customary commissions).

     The selling shareholders and any broker-dealers that act in connection with
the sale of shares of common stock might be deemed to be  "underwriters"  within
the  meaning of  Section  2(a)(11)  of the  Securities  Act and any  commissions
received by such  broker-dealers and any profit on the resale of the shares sold
by them while acting as principals might be deemed to be underwriting  discounts
or commissions under the Securities Act. Audio Book Club has agreed to indemnify
certain of the  selling  shareholders  against  certain  liabilities,  including
liabilities arising under the Securities Act. The selling shareholders may agree
to  indemnify  any  agent,   dealer  or  broker-dealer   that   participates  in
transactions  involving  sales of the  shares of common  stock  against  certain
liabilities, including liabilities arising under the Securities Act.

     Because selling shareholders may be deemed to be "underwriters"  within the
meaning of Section 2(a)(11) of the Securities Act, the selling shareholders will
be subject to the prospectus delivery  requirements of the Securities Act, which
may include  delivery  through the  facilities  of the American  Stock  Exchange
pursuant to Rule 153 under the Securities Act.

     Selling  shareholders  also may  resell  all or a portion  of the shares of
common  stock in open market  transactions  in reliance  upon Rule 144 under the
Securities Act,  provided they meet the criteria and conform to the requirements
of such rule.

                                 INDEMNIFICATION

     Our Articles of  Incorporation  and By-Laws provide that we shall indemnify
our  directors  and  officers to the  fullest  extent  permitted  by the Florida
Business  Corporation  Act. The Florida  Business  Corporation Act provides that
none of our  directors  or  officers  shall be  personally  liable  to us or our
shareholders  for  damages for breach of any duty owed to Audio Book Club or our
shareholders,  except for  liability for (i) acts or omissions not in good faith
or which involve intentional  misconduct or a knowing violation of law, (ii) any
unlawful  payment of a dividend or unlawful  stock  repurchase  or redemption in
violation of the Florida  Business  Corporation  Act, (iii) any transaction from
which the director  received an improper personal benefit or (iv) a violation of
a criminal law.

     We  have  entered  into  indemnification  agreements  with  certain  of our
employees,  officers  and  consultants.  Pursuant to the terms of the  indemnity
agreements,  we have agreed to indemnify,  to the fullest extent permitted under
applicable  law,  against any amounts which the employee,  officer or consultant
may become legally obligated to pay in connection with any claim arising from or
out of the  employee,  officer or  consultant  acting,  in  connection  with any
services  performed by or on behalf of us and certain  expenses related thereto.
Provided however, that

                                       17
the employee,  officer or consultant  shall reimburse us for such amounts if the
such  individual  is  found,  as  finally  judicially  determined  by a court of
competent jurisdiction, not to have been entitled to such indemnification.

     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted for our directors, officers and controlling persons pursuant to
the foregoing provisions, or otherwise, we have been advised that in the opinion
of the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore,  unenforceable.  In
the event that a claim for indemnification  against such liabilities (other than
the payment by our company of expenses  incurred or paid by a director,  officer
or controlling  person of our company 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,  we will,  unless in the
opinion of its counsel  the matter has been  settled by  controlling  precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against  public policy as expressed in the  Securities
Act and will be governed by the final adjudication of such issue.

                                  LEGAL MATTERS

     The  legality of the shares of Common Stock  offered  hereby was passed
upon for our company by Atlas,  Pearlman,  Trop & Borkson, P.A., Ft. Lauderdale,
Florida.

                                     EXPERTS

     The  financial  statements  and the related  financial  statement  schedule
incorporated in this prospectus by reference from Audio Book Club, Inc.'s Annual
Report on Form 10-KSB as of and for the year ended  December  31, 1998 have been
audited  by  Deloitte & Touche  LLP,  independent  auditors,  as stated in their
report, which is incorporated herein by reference, and have been so incorporated
in reliance  upon the report of such firm given upon their  authority as experts
in accounting and auditing.

     The financial  statements of Audio Book Club,  Inc. as of December 31, 1997
and for the year ended  December  31,  1997,  incorporated  by reference in this
prospectus  have  been  audited  by  KPMG  LLP,  independent   certified  public
accountants. Such financial statements have been incorporated herein in reliance
upon the  report of KPMG LLP and upon the  authority  of said firm as experts in
accounting and auditing.

     The financial statements of Radio Spirits, Inc. as of December 31, 1997 and
for the years then ended,  incorporated  in this  prospectus by reference to the
Current  Report on Form  8-K/A of Audio  Book  Club,  Inc.  for the event  dated
December  14, 1998 have been so  incorporated  in reliance on the report of BD&A
Certified  Public  Accountants,  Ltd.,  independent  accountants,  given  on the
authority of said firm as experts in auditing and accounting.

     The audited carve-out financial  statements of The Columbia House Audiobook
Club as of December 19, 1997 and December 20, 1996 and for the years then ended,
incorporated in this prospectus by reference to the Current Report on Form 8-K/A
of Audio Book Club,  Inc.  for the event  dated  December  31, 1998 have been so
incorporated  in reliance on the report of  PricewaterhouseCoopers,  independent
accountants,  given on the  authority  of said firm as experts in  auditing  and
accounting.

     The audited financial  statements of Audio Books Direct as of June 30, 1998
and June 30, 1997 and for the years then ended,  incorporated  by reference from
Audio Book Club, Inc.'s Form 8-K/A dated July 20, 1999 have been audited by KPMG
LLP,  independent  certified public accountants.  Such financial statements have
been  incorporated  herein  in  reliance  upon  the  report  of KPMG  LLP,  also
incorporated  by  reference,  and upon the  authority of said firm as experts in
accounting  and  auditing.  The  report  of KPMG  LLP  includes  an  explanatory
paragraph  stating  that  the  club has been  operated  as an  integral  part of
Doubleday Direct, Inc. and has no separate legal existence.

                                       18
WHERE YOU CAN FIND INFORMATION

     Audio  Book Club has filed  with the SEC,  a  Registration  Statement  with
respect to the securities  offered by this prospectus.  This prospectus does not
contain  all of the  information  set forth in, or annexed as  exhibits  to, the
Registration  Statement,  portions of which have been omitted in accordance with
the rules and  regulations of the SEC. For further  information  with respect to
Audio  Book  Club  and  this  offering,  reference  is made to the  Registration
Statement,  including exhibits filed therewith,  which may be read and copied at
the SEC at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington,  D.C.
20549,  and at its  regional  offices:  500 West  Madison  Street,  Suite  1400,
Chicago, Illinois 60661-2511 and 7 World Trade Center, 13th Floor, New York, New
York 10048.  You can obtain copies of these  materials at prescribed  rates from
the Public Reference Room of the SEC at 450 Fifth Street, N.W., Washington, D.C.
20549. You may obtain  information on the operation of the Public Reference Room
by calling the SEC at  1-800-SEC-0330.  Our electronic  filings made through the
SEC's  electronic  data  gathering,  analysis and retrieval  system are publicly
available through the SEC's worldwide web site (http://www.sec.gov).

                                       19
We have not authorized any dealer, sales person or any other person to give
any information or to represent  anything not contained in this prospectus.  You
must not rely on any unauthorized information. This prospectus does not offer to
sell or buy any securities in any jurisdiction where it is unlawful.

================================================================================

                                TABLE OF CONTENTS
                                                               Page
Special Information Regarding
  Forward Looking Information.................................   1
Incorporation of Certain Documents
  by Reference................................................   1
Available Information.........................................   2
The Company...................................................   3
Recent Developments...........................................   4
Risk Factors..................................................   6
Use of Proceeds...............................................  13
Description of Capital Stock..................................  13
Shareholders for Which Shares are
  Being Registered for Sale ..................................  15
Plan of Distribution..........................................  17
Indemnification...............................................  17
Legal Matters.................................................  18
Experts.......................................................  18
Where You Can Find Information................................  19

================================================================================

================================================================================

                                2,567,500 Shares

                                  Common Stock

                              AUDIO BOOK CLUB, INC.

                                  -------------
                                   PROSPECTUS
                                  -------------

                                  July 28, 1999

================================================================================
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

          Item 3.       Incorporation of Documents by Reference.

     The  following  documents  previously  filed  by the  Registrant  with  the
Securities  and Exchange  Commission  (the  "Commission")  are  incorporated  by
reference in this Registration Statement:

     1.   Annual  Report on Form 10-KSB for the fiscal year ended  December  31,
          1998;

     2.   Current Report on Form 8-K for the event dated December 14, 1998;

     3.   Current  Report on Form 8-K/A  (Amendment  No. 1) for the event  dated
          December 14, 1998;

     4.   Current Report on Form 8-K for the event dated December 31, 1998;

     5.   Current  Report on Form 8-K/A  (Amendment  No. 1) for the event  dated
          December 31, 1998;

     6.   Current  Report on Form 8-K/A  (Amendment  No. 2) for the event  dated
          December 31, 1998;

     7.   Current  Report on Form 8-K/A  (Amendment  No. 3) for the event  dated
          December 31, 1998;

     8.   Current Report on Form 8-K for the event dated April 23, 1999;

     9.   Quarterly Report on Form 10-QSB for the quarter ended March 31, 1999;

     10.  Current Report on Form 8-K for the event dated June 15, 1999;

     11.  Current Report on Form 8-K for the event dated July 2, 1999;

     12.  Current  Report on Form 8-K/A  (Amendment  No. 1) for the event  dated
          June 15, 1999;

     13.  Current  Report on Form 8-K/A  (Amendment  No. 2) for the event  dated
          June 15, 1999; and

     14.  The  description  of  the  Company's  common  stock  contained  in its
          Registration Statement on Form 8-A declared

                                      II-1
effective on October 22, 1997,  together  with any amendment or report
          filed with the Securities  and Exchange  Commission for the purpose of
          updating such description.

     All documents  subsequently  filed by the  Registrant  pursuant to Sections
13(a),  13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold,  shall
be deemed to be incorporated by reference in this Registration  Statement and to
be a part  hereof  from the  respective  date of filing of such  documents.  Any
statement  contained in a document  incorporated by reference herein is modified
or superseded for all purposes to the extent that a statement  contained in this
Registration  Statement or in any other  subsequently  filed  document  which is
incorporated by reference modifies or replaces such statement.

     Any  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.

          Not applicable

          Item 6.       Indemnification of Directors and Officers.

     The  Florida   Business   Corporation  Act  (the  "Florida  Act")  contains
provisions entitling the Registrant's  directors and officers to indemnification
from  judgments,   settlements,   penalties,   fines,  and  reasonable  expenses
(including  attorney's  fees) as the result of an action or  proceeding in which
they may be  involved  by reason of having  been a  director  or  officer of the
Registrant.  In its Articles of  Incorporation,  the  Registrant  has included a
provision that limits,  to the fullest extent now or hereafter  permitted by the
Florida Act, the personal  liability of its  directors to the  Registrant or its
shareholders  for  monetary  damages  arising  from a breach of their  fiduciary
duties  as  directors.  Under the  Florida  Act as  currently  in  effect,  this
provision limits a director's  liability  except where such director  breaches a
duty.

                                      II-2
The  Registrant's  Articles of  Incorporation  and By-Laws provide that the
Registrant  shall  indemnify,  and upon request shall  advance  expenses to, its
directors and officers to the fullest  extent  permitted by the Florida Act. The
Florida Act  provides  that no director  or officer of the  Registrant  shall be
personally  liable to the Registrant or its  shareholders for damages for breach
of any duty owed to the Registrant or its shareholders, except for liability for
(i) acts or omissions not in good faith or which involve intentional  misconduct
or a knowing  violation  of law,  (ii) any  unlawful  payment of a  dividend  or
unlawful  stock  repurchase or redemption in violation of the Florida Act, (iii)
any transaction from which the director received an improper personal benefit or
(iv) a  violation  of a  criminal  law.  This  provision  does not  prevent  the
Registrant  or  its  shareholders  from  seeking  equitable  remedies,  such  as
injunctive  relief or  rescission.  If  equitable  remedies  are found not to be
available to shareholders in any particular case,  shareholders may not have any
effective  remedy against actions taken by directors that constitute  negligence
or gross negligence.

     The Registrant  has entered into  indemnification  agreements  with certain
employees,  officers  and  consultants.  Pursuant to the terms of the  indemnity
agreements,  the  Registrant  has agreed to  indemnify,  to the  fullest  extent
permitted under applicable law, against any amounts which the employee,  officer
or consultant may become legally  obligated to pay in connection  with any claim
arising from or out of the employee, officer or consultant acting, in connection
with any  services  performed  by or on behalf  of the  Registrant  and  certain
expenses  related  thereto.  Provided  however,  that the  employee,  officer or
consultant  shall  reimburse  the  Registrant  for  such  amounts  if  the  such
individual is found,  as finally  judicially  determined by a court of competent
jurisdiction, not to have been entitled to such indemnification.

     Insofar as indemnification for liabilities arising under the Securities Act
may  be  permitted  to  directors,  officers  and  controlling  persons  of  the
Registrant  pursuant to any charter provision,  by-law,  contract,  arrangement,
statute or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange  Commission (the "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.

                                      II-3
Item 8.       Exhibits.

         Exhibit No.                  Description
         -----------                  -----------

         5                   Opinion of Atlas, Pearlman,  Trop & Borkson,
                             P.A.

         23.1                Consent of Deloitte & Touche LLP

         23.2(a)             Consent of KPMG LLP

         23.2(b)             Consent of KPMG LLP

         23.3                Consent    of    BD&A    Certified    Public
                             Accountants, Ltd.

         23.4                Consent of PricewaterhouseCoopers LLP

         23.5                Consent of Atlas, Pearlman,  Trop & Borkson,
                             P.A. (included in Exhibit 5)

         24.1                Power of Attorney  (included on Page II-7 of
                             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
     Securities Act of 1933;

          (ii) To reflect in the  prospectus  any facts or events  arising after
     the  effective  date of the  Registration  Statement  (or the  most  recent
     post-effective amendment thereof) which,  individually or in the aggregate,
     represent  a  fundamental  change  in  the  information  set  forth  in the
     Registration  Statement.  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
     prices  represent no more than 20 percent  change in the maximum  aggregate
     offering price set forth in the "Calculation of Registration  Fee" table in
     the effective registration statement; and

                                      II-4
(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
information  required  to be  included in a  post-effective  amendment  by those
paragraphs  is  contained  in periodic  reports  filed with or  furnished to the
Commission by the  Registrant  pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are  incorporated  by  reference  in the  Registration
Statement.

     (2) That, for the purpose of determining any liability under the Securities
Act of 1933,  each  such  post-effective  amendment  shall be deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

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

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

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers and controlling  persons of the
Registrant pursuant to the foregoing  provisions,  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 such Act and will be governed by the final  adjudication
of such issue.

                                      II-5
SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Boca Raton,  State of  Florida,  on this 27th day of
July 1999.

                                   AUDIO BOOK CLUB, INC.

                                   By: /s/ Norton Herrick
                                      ------------------------------------------
                                      Norton Herrick, Co-Chief Executive Officer

     Each person whose signature appears below authorizes each of Norton Herrick
and Michael Herrick,  or either of them as his true and lawful  attorney-in-fact
with full  power of  substitution  to  execute in the name and on behalf of each
such person, individually and in each capacity stated below, and to file any and
all  amendments  to  this   Registration   Statement,   including  any  and  all
post-effective amendments thereto.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement was signed by the following person in the capacities and
on the dates stated.

Signature                                   Title                    Date
---------                                   -----                    ----

/s/ Norton Herrick
-----------------------------     Director, Chairman of  the       July 27, 1999
Norton Herrick                    Board and Co-Chief Executive
                                  Officer (Principal Executive
                                  Officer)
/s/ Michael Herrick
-----------------------------     Director and Co-Chief            July 27, 1999
Michael Herrick                   Executive Officer

/s/ Howard Herrick
-----------------------------     Director and Executive Vice      July 27, 1999
Howard Herrick                    President

/s/ Jesse Faber
-----------------------------     President and Director           July 27, 1999
Jesse Faber

/s/ John Levy
-----------------------------     Executive Vice President and     July 27, 1999
John Levy                         Chief Financial Officer
                                  (Principal Financial and
                                  Accounting Officer)

-----------------------------     Director                         July 27, 1999
Carl Wolf

-----------------------------     Director                         July 27, 1999
Roy Abrams

                                      II-6
Exhibit Index

     Exhibit No.                      Description                           Page
     -----------                      -----------                           ----

         5              Opinion of Atlas, Pearlman, Trop & Borkson, P.A.

       23.1             Consent of Deloitte & Touche LLP

      23.2(a)           Consent of KPMG LLP

      23.2(b)           Consent of KPMG LLP

       23.3             Consent of BD&A certified Public Accountants, Ltd.

       23.4             Consent of PricewaterhouseCoopers LLP

       23.5             Consent of Atlas, Pearlman, Trop & Borkson, P.A.
                        (included in Exhibit 5)

       24.1             Power of Attorney (included on page II-7 of the
                        Registration Statement)