As filed with the Securities and Exchange Commission on March 20, 1997

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   ----------

                                    FORM S-8
                             REGISTRATION STATEMENT

                        Under the Securities Act of 1933

                         HENG FAI CHINA INDUSTRIES, INC.
             (Exact name of registrant as specified in its charter)

    Delaware                                                     93-063633    
(State or other                (Primary Standard             (I.R.S. Employer   
jurisdiction of            Industrial Classification        Identification No.)
incorporation or                 Code Number)                                  
 organization)                                           

                             650 West Georgia Street
                           Vancouver, British Columbia
                                 Canada V6B 4N8
                                 (604) 685-8318

                  (Address and Telephone Number of Registrant's
                     Principal Executive Office)(Zip Code)

                       Consulting Agreement by and between
               Thomas E. Waite and Heng Fai China Industries, Inc.
                        (300,000 shares of Common Stock)

                       Consulting Agreement by and between
                  Tom Kosta and Heng Fai China Industries, Inc.
                         (50,000 shares of Common Stock)

                            (full title of the plans)

                           Robert H. Trapp, Secretary
                             650 West Georgia Street
                           Vancouver, British Columbia
                                 Canada V6B 4N8
                                 (604) 685-8318

  (Name, Address & Telephone number, including area code, of agent for service)

                                   ----------

                                   Copies to:

                            Michael H. Freedman, Esq.
                   Silverman, Collura, Chernis & Balzano, P.C.
                       381 Park Avenue South - Suite 1601
                            New York, New York 10016

                                 (212) 779-8600


<PAGE>

                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
                               Proposed         Proposed
Title of          Amount       maximum          maximum              Amount of
securities to     to be        offering price   aggregate           registration
be registered     registered   per share (1)    offering price (1)     fee
--------------------------------------------------------------------------------

Common Stock(1)   350,000      .9063            317,205              $96.12

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


(1) Calculated in accordance  with 457(c) using the average of the bid and asked
price for the Common Stock on February 18, 1997.

                                        2

<PAGE>

          PART 1 - INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

         The  documents  containing   information  specified  in  Part  1  (plan
information and registrant information) will be sent or given to the consultants
as  specified  by Rule  428(b)(1).  Such  documents  need not be filed  with the
Securities and Exchange Commission either as part of this registration statement
or as  prospectuses  or  prospectus  supplements  pursuant  to Rule  424.  These
documents  and the  documents  incorporated  by reference  in this  registration
statement pursuant to Item 3 of Part 2 of this form taken together  constitute a
prospectus that meets the requirements of Section 10(a) of the Securities Act of
1933.

                                        3

<PAGE>

                         HENG FAI CHINA INDUSTRIES, INC.

              Cross-Reference Sheet Showing Location in Prospectus
                  of Information Required by Items of Form S-3

Form S-3 Items and Heading                                Location in Prospectus

1.  Forepart of the Registration Statement
    and Outside Front Cover Page of Prospectus...........       Front cover Page

2.  Inside Front And Outside Back Cover..................Inside Front cover Page

3.  Summary Information, Risk Factors and Ratio
    of Earnings to Fixed Charges.........................            The Company

4.  Use of Proceeds......................................         Not Applicable

5.  Determination of Offering Price......................         Not Applicable

6.  Dilution............................................          Not Applicable

7.  Selling Security Holders.............................   Selling Stockholders

8.  Plan of Distribution.................................   Plan of Distribution

9.  Description of Securities to be Registered  .........         Not Applicable

10. Interest of Named Experts and Counsel................          Legal Matters

11. Material Changes.....................................         Not Applicable

12. Incorporation of Certain Information by
    Reference............................................       Incorporation of
                                                            Certain Documents by
                                                                       Reference

13. Disclosure of Commission Position on
    Indemnification for Securities Act
    Liabilities..........................................     Indemnification of
                                                          Directors and Officers

                                        4

<PAGE>

RE-OFFER PROSPECTUS

                         HENG FAI CHINA INDUSTRIES, INC.
                             650 West Georgia Street
                           Vancouver, British Columbia
                                 Canada V6B 4N8

                                  Common Stock

         This Prospectus  relates to offers and sales by certain key consultants
of Heng Fai China Industries,  Inc., a Delaware corporation  ("Company"),  named
herein ("Selling  Stockholders"),  of shares of the Company's Common Stock, $.01
par value ("Common Stock"), granted or to be granted to them pursuant to written
compensation contracts. The Company has issued 300,000 shares of Common Stock to
Thomas E. Waite pursuant to a consulting agreement dated October 8, 1996 ("Waite
Agreement").  The Company has also entered into an agreement  with Tom Kosta for
the issuance of 50,000 stock options  pursuant to an agreement  dated January 9,
1997  ("Kosta  Agreement")(the  Waite  Agreement  and the  Kosta  Agreement  are
collectively referred to herein as the "Plans"). The shares of Common Stock that
have been or will be acquired by such  persons  pursuant to the Plans are herein
referred to as the "Option and Restricted Shares".

         The Option and  Restricted  Shares may be offered  hereby  from time to
time by any and all of the  Selling  Stockholders  named  herein,  for their own
benefit.  The  Company  will  receive no portion of the  proceeds  of sales made
hereunder.  All  expenses  of  registration  incurred  in  connection  with this
offering  are being borne by the  Company,  but all  selling and other  expenses
incurred by the Selling Stockholders will be borne by such Selling Stockholders.

         All or a portion of the shares of Common  Stock  offered  hereby may be
offered  for  sale,  from time to time,  on the OTC  Bulletin  Board  ("Bulletin
Board"),  or  otherwise,  at prices  and terms  then  obtainable.  All  brokers'
commissions, concessions or discounts will be paid by the Selling Stockholders.

         The Selling  Stockholders  and any broker  executing  selling orders on
behalf of the Selling  Stockholders may be deemed to be an "underwriter"  within
the meaning of the Securities Act, in which event  commissions  received by such
broker may be deemed to be underwriting commissions under the Securities Act.

         The Common Stock of the Company are listed on the Bulletin  Board under
the symbol  HFCI.  On February  18, 1997,  the last  reported  sale price of the
Company's Common Stock on the Bulletin Board was $.9375.

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

                 The date of this Prospectus is March 20, 1997.

                                        5

<PAGE>

                                TABLE OF CONTENTS

                                                                       Page

Available Information.....................................................7

The Company...............................................................8

Risk Factors.............................................................10

Selling Stockholders.....................................................14

Transfer Agent and Registrar.............................................15

Plan of Distribution.....................................................15

Incorporation of Certain Documents by Reference..........................15

Legal Matters............................................................17

Experts..................................................................17

Indemnification of Directors and Officers................................17

                                        6

<PAGE>

         No  person  is  authorized  to give  any  information  or to  make  any
representation,  other than those  contained in this  Prospectus,  in connection
with the offering  described herein,  and, if given or made, such information or
representations must not be relied upon as having been authorized by the Company
or the Selling  Stockholders.  This  Prospectus  does not constitute an offer to
sell, or a solicitation of an offer to buy, nor shall there be any sale of these
securities  by any person in any  jurisdiction  in which it is unlawful for such
person to make such offer,  solicitation  or sale.  Neither the delivery of this
Prospectus nor any sale made hereunder shall under any  circumstances  create an
implication  that the  information  contained  herein is  correct as of any time
subsequent to the date hereof.

                              AVAILABLE INFORMATION

         The  Company  is  subject  to  the  informational  requirements  of the
Securities  Exchange  Act  of  1934  (the  "Exchange  Act")  and  in  accordance
therewith,  files  reports,  proxy  statements  and other  information  with the
Securities  and Exchange  Commission  (the  "Commission").  Such reports,  proxy
statements and other  information  can be inspected and copied at the Commission
at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W.,  Washington,  D.C. 20549,
and at the Commission's  regional offices at Room 1204, Everett McKinley Dirksen
Building, 219 South Dearborn Street, Chicago,  Illinois 60604; and 7 World Trade
Center,  Suite 1300, New York, New York 10048.  Copies of such material can also
be  obtained  at  prescribed  rates  from the  Public  Reference  Section of the
Commission at its principal office at 450 Fifth Street, N.W.,  Washington,  D.C.
20549.

         This  Prospectus  does not contain all of the  information set forth in
the  Registration  Statements  of which this  Prospectus is a part and which the
Company has filed with the Commission.  For further  information with respect to
the  Company  and  the  securities  offered  hereby,  reference  is  made to the
Registration  Statement,  including the exhibits filed as a part thereof, copies
of which can be inspected  at, or obtained at  prescribed  rates from the Public
Reference  Section of the Commission at the address set forth above.  Additional
updating  information  with respect to the Company may be provided in the future
by means of appendices or supplements to the Prospectus.

         The Company hereby  undertakes to provide without charge to each person
to whom a copy of this Prospectus is delivered,  upon written or oral request of
such person,  a copy of any and all of the  information  that has been or may be
incorporated  herein by reference  (other than exhibits to such documents unless
such exhibits are  specifically  incorporated by reference into such documents).
Requests should be directed to Heng Fai China Industries, Inc., 650 West Georgia
Street, Vancouver, British Columbia, Canada V6B 4N8 (604) 685-8318.

                                        7

<PAGE>

                                   THE COMPANY

         Heng  Fai  China  Industries,   Inc.  (the  "Company")  was  originally
organized on March 24, 1958 as Time Saver Markets,  Inc. pursuant to the laws of
the State of California. On October 29, 1973, Alpine International  Corporation,
a private  Oregon  corporation,  merged with and into Time Saver  Markets,  Inc.
Subsequent thereto,  Time Saver Markets,  Inc. changed its name to Alpine Merger
Corporation  ("Alpine-California")  after having entered into a merger agreement
with   a   Delaware   corporation   named   Alpine   International   Corporation
("Alpine-Delaware")  which  was  formed  for the  purpose  of  facilitating  the
reincorporation of  Alpine-California  in the State of Delaware through a merger
with and into Alpine-Delaware.  Subsequently,  in November 1994, Alpine-Delaware
changed  its name to Heng  Fai  China  Industries,  Inc.  Alpine-California  and
Alpine-Delaware may be collectively referred to hereinafter as "Alpine."

         Alpine conducted no significant  operations between April 1992, when it
emerged form reorganization  under Chapter 11 of Title II of the U.S. Bankruptcy
Code, and June 1994,  when it acquired  Vancouver Hong Kong  Properties  Limited
("Vancouver  Hong Kong")  which owns an apartment  building in North  Vancouver,
British Columbia.

         In January 1995, the Company acquired its wholly-owned subsidiary, Heng
Fai China & Asia Industries  Limited  ("Asia"),  a company  incorporated in Hong
Kong, along with Asia's two wholly-owned subsidiaries, Heng Fai China Industries
Limited ("China") and Heng Fai Light Products Limited ("Light"). China and Light
were  incorporated in Hong Kong and the Peoples'  Republic of China (the "PRC"),
respectively. China and Light, through China's wholly-owned subsidiary, Cangzhou
Min You Cement Company, Ltd. (formerly Cangzhou Citizen Cement Product Co., Ltd.
and referred to hereinafter as "Min You") obtained  options to acquire direct or
joint venture  operating lease interests for three cement factories in the Hebei
province of the PRC: (i) the Hebei  Cangzhou City Chemical  Corporation  Factory
(the  "Cangzhou  Factory");  (ii) the Qingxian  Cement  Factory  (the  "Qingxian
Factory"); and (iii) the Hebei Cangzhou Area Construction Materials Factory (the
"Hebei Factory").

         On April 17, 1995,  Min You  exercised its option to lease a production
line at the Cangzhou  Factory.  From April through June 1995,  Min You suspended
its operations at the Cangzhou Factory to facilitate the Company's expansion and
modernization  of such  factory as required  pursuant to the  provisions  of the
agreement  governing  the Company's  exercise of its options.  Operations at the
factory  resumed at the end of June 1995 upon  completion  of the  expansion and
modernization of such factory.  As of December 31, 1995, neither the Company nor
its  subsidiaries  had  exercised  the options to acquire the  interests  in the
Qingzian Factory or the Hebei Factory, which options expired unexercised.

         In September  1996, the Company  formed  Worldwide  Container  Company,
Ltd., a wholly-owned  subsidiary,  to facilitate the acquisition of 70% of Wuhan
Container Company,  Ltd. ("Wuhan") in exchange for approximately  727,000 shares
of the Company's Common Stock,  valued at $5.50 per share.  Wuhan is a PRC state
company engaged in the design,  manufacture,  lease and repair of containers and
related steel structure products.

                                        8

<PAGE>

         The  Company's  business  focuses  primarily on the  operations  of the
Cangzhou  Factory,  Wuhan and the  Company's  apartment  building in  Vancouver,
British Columbia.  The Company's  principal executive offices are located at 650
West  Georgia  Street,  Vancouver,  British  Columbia,  Canada  V6B  4N8 and the
telephone number of the principal executive offices is (604) 685-8318.

                                        9

<PAGE>

                                  RISK FACTORS

         The following factors should be considered  carefully in evaluating the
Company's business and before making any investment in the Company.

         1.  Ability to Continue as a Going Concern.

         The Company's independent certified public accountants, in their report
regarding  the  Company's  financial  statements,  have noted that the Company's
recurring losses from operations and its deficiency in net tangible assets raise
substantial  doubt about the Company's  ability to continue as a going  concern.
The Company's  ability to continue as a going concern is currently  dependent on
continued  financial  support from its principal  shareholder,  who has signed a
letter of financial support to the Company.

         2.  Relatively New Venture, Need for Further Acquisitions.

         The Company  must be regarded as in a formative  stage.  The  Company's
future  success  depends  upon its ability to  continue  to expand its  existing
operations  through the  acquisition  of strategic  businesses.  There can be no
assurance that the Company will be successful in making such  acquisitions.  The
Company has recently  entered into agreements to acquire both a company involved
in duck farming in China and a company which owns an, as yet uncompleted, office
tower in China.  The Company is subject to all the risks  inherent in attempting
to expand a relatively new business  venture.  These risks include the potential
inability  of the  Company to  efficiently  operate  additional  companies,  the
existence of undisclosed actual or contingent liabilities, the inability to fund
the working capital  requirements  of additional  companies and the inability to
locate companies which have a positive effect on the Company's operations. There
can be no assurance that the Company will achieve a level of profitability  that
will  provide a return on invested  capital or will result in an increase in the
market value of the Company's securities.

         3.  Need for Additional Financing.

         The Company's  business plan includes an aggressive program to identify
acquisition  candidates that meet certain demographic and other criteria, and to
seek to  acquire  them.  Growth  to date has been  funded  initially  with  cash
advanced  by  shareholders  and  from  acquisitions.  However,  there  can be no
assurance that the remaining cash, coupled with the Company's Common Stock which
has been used as currency to facilitate  certain  acquisitions,  will enable the
Company to finance all of its acquisition plans. Moreover,  additional funds may
be needed to fund the working capital  requirements of newly acquired companies.
No assurance can be given that additional  needed financing will be available to
the Company,  or if available,  on terms  acceptable to the Company.  If further
financing is needed,  but not  available,  the Company will be required to scale
down its acquisition plans.

                                       10

<PAGE>

         4.  Dependence Upon Key Personnel.

         The Company is substantially  dependent upon the continued  services of
Fai H. Chan, its Chairman and Chief Executive Officer.  The loss of the services
of Mr. Chan through incapacity or otherwise would have a material adverse effect
upon the  Company's  business  and  prospects.  To the extent that his  services
become  unavailable,  the Company  will be required  to retain  other  qualified
personnel,  and there can be no  assurance  that it will be able to recruit  and
hire qualified  persons upon acceptable terms. The Company does not maintain key
person life and disability insurance on the life of Mr. Chan.

         5.  Foreign Operations.

         Some of the  Company's  existing  operations  currently  relate  to the
conduct of  operations  in China and Hong  Kong.  The  Company  may also seek to
establish business in other foreign countries.  These operations will be subject
to the risks of  conducting  business  internationally,  including  the possible
instability  of  foreign  governments,   changes  in  regulatory   requirements,
difficulties in obtaining  foreign  licenses,  as well as other general barriers
and  restrictions in relation to compliance with foreign laws. In addition,  any
future  revenues  generated by the Company upon  successful  consummation of its
planned  activities  would be  subject  to  currency  fluctuations  which  could
negatively affect the Company.  Furthermore,  the laws of various  jurisdictions
where the Company intends to establish its business activities may not recognize
or permit  the  assertion  of  certain  claims  with  respect  to  violation  of
securities laws which are commonly recognized in the United States. Accordingly,
should the Company be in violation of any such securities laws, shareholders may
be unable to seek and/or obtain redress with respect to such violations  against
assets of the Company's operations located in international jurisdictions.

         6.  No Assurance as to Future Acquisitions.

         The Company's  business has grown solely  through  acquisitions  of new
companies.  The  Company's  business  plan calls for the  acquisition  of select
entities  engaged in  activities  related to  infrastructure  manufacturing  and
design,  focusing  primarily on companies  operating in the People's Republic of
China.  The Company's  ability to achieve its  expansion  plans depends in large
part  on its  sound  business  judgment  relative  to  quality  targets  and its
negotiating  strength. If potential sellers are receptive to accepting equity in
the Company as part of the purchase price, the Company's  ability to expand will
be enhanced. There can be no assurance,  however, that the Company's acquisition
targets  will  continue  to be  receptive  to such  proposals.  Nor can there be
assurance  that the Company  will succeed in effecting  future  acquisitions  of
additional companies that meet management's criteria of profitability,  physical
attributes and  demographics in the targeted states and locales.  Moreover there
can be no assurance  that once  acquisitions  are made they will have a positive
effect on the Company's operations.

                                       11

<PAGE>

         7. OTC Bulletin Board.

         The  Company's  Common  Stock is  currently  quoted on the OTC Bulletin
Board.  The OTC Bulletin  Board is an NASD  sponsored and operated  inter-dealer
automated  quotation  system for equity  securities  not  included on the NASDAQ
System.  The  OTC  Bulletin  Board  has  only  recently  been  introduced  as an
alternative   to  "pink   sheets"   trading  of   over-the-counter   securities.
Consequently,  liquidity  and stock  price of the  Company's  securities  in the
secondary market may be adversely affected.

         8.  Possible Volatility of Stock Price.

         There can be no  assurance  that a public  market  price for the Common
Stock will continue.  The market prices of the Common Stock may be significantly
affected by factors such as announcements by the Company or its competitors,  as
well as variations in the Company's  results of operations and market conditions
in general.  The market  prices may also be affected by  movements  in prices of
stocks in general.  The  relatively  limited  amount of publicly  trading shares
(float) renders the Company's securities  especially  susceptible to sharp price
fluctuations.

         9.  Penny Stock Regulations.

         The Securities  Enforcement  Penny Stock Act of 1990 requires  specific
disclosure  to be made  available  in  connection  with  trades  in the stock of
companies defined as "penny stocks. The Commission has adopted  regulations that
generally define a penny stock to be any equity security that has a market price
of less than $5.00 per share,  subject to certain  exceptions.  Such  exceptions
include any equity  security  listed on NASDAQ and any equity security issued by
an  issuer  that has (i) net  tangible  assets of at least  $2,000,000,  if such
issuer has been in  continuous  operation  for three  years;  (ii) net  tangible
assets of at least $5,000,000,  if such issuer has been in continuous  operation
for  less  than  three  years;  or  (iii)  average  annual  revenue  of at least
$6,000,000,  if such issuer has been in continuous operation for less than three
years.  Unless an exception is available,  the regulations require the delivery,
prior to any  transaction  involving a penny  stock,  of a  disclosure  schedule
explaining the penny stock market and the risk  associated  therewith as well as
the written  consent of the  purchaser of such  security  prior to engaging in a
penny stock  transaction.  The regulations on penny stocks may limit the ability
of the  purchasers of the Company's  securities to sell their  securities in the
secondary  marketplace.  The Company's  Shares are currently  considered a penny
stock.

         10.  Shares Eligible for Future Sale.

         A large  number of shares of Common  Stock  presently  outstanding  are
currently eligible for public sale under the Securities Act of 1933, as amended.
Possible or actual sales of Common Stock in the future by existing  shareholders
may  have a  depressive  effect  on the  price of the  Common  Stock in the open
market.

                                       12

<PAGE>

         11. Possible  Effects of Certain  Articles of  Incorporation  and Bylaw
Provisions.

         The Company's  Articles of Incorporation and Bylaws contain  provisions
that  may  discourage   acquisition  bids  for  the  Company.  The  Company  has
substantial  authorized but unissued  capital stock available for issuance.  The
Company's Articles of Incorporation contain provisions which authorize the Board
of Directors, without the consent of stockholders, to issue additional shares of
Common  Stock  and  issue  shares  of  Preferred  Stock  in  series,   including
establishment  of the  voting  powers,  designation,  preferences,  limitations,
restrictions and relative rights of each series of Preferred Stock.

         12.  Absence of Cash Dividends.

         The Board of Directors does not anticipate paying cash dividends on the
Common  Stock for the  foreseeable  future  and  intends  to retain  any  future
earnings to finance the growth of the Company's business.  Payment of dividends,
if any, will depend, among other factors, on earnings,  capital requirements and
the general  operating  and financial  conditions  of the Company.  There are no
statutory or Company restrictions on the payment of dividends.

                                       13

<PAGE>

                              SELLING STOCKHOLDERS

         The Prospectus  covers Option and  Restricted  Shares that have been or
may be  acquired  pursuant  to written  compensation  contracts  by the  Selling
Stockholders,  named herein or to be  supplementally  named,  as of February 18,
1997.

         The  following  table sets forth the name of each Selling  Stockholder,
the nature of his or her position,  office, or other material  relationship with
the  Company,  the number of shares of Common Stock  beneficially  owned by each
Selling Stockholder prior to the offering,  and the number of shares and (if one
percent or more) the  percentage of the class to be  beneficially  owned by such
Selling Stockholder after the offering.  Non-affiliate  Selling Stockholders who
hold less than 1,000 shares of Common Stock issued under the Plans and not named
below may use this Prospectus for reoffers and resales of such Common Stock.

                                                                Shares owned
                                                              After Offering(2)
                     Shares Owned          Number of Shares   -----------------
Name                 Prior to Offering(1)  Offered Herein      Number   Percent
----                 --------------------  --------------      ------   -------
Thomas E. Waite,     300,000               300,000               0         **
 Consultant (3)

Tom Kosta,           0                     50,000                0         **
 Consultant (4)

----------
** less than 1%

(1)  For  purposes  of this  table,  a  person  is  deemed  to have  "beneficial
     ownership"  of any shares of Common Stock when such person has the right to
     acquire such shares  within 60 days of February  18, 1997.  For purposes of
     computing the percentage of outstanding shares of Common Stock held by each
     person named above, any security which such person has the right to acquire
     within  such  date is  deemed  to be  outstanding  but is not  deemed to be
     outstanding  for the purpose of computing the  percentage  ownership of any
     other  person.  Except as  indicated  in the  footnotes  to this  table and
     pursuant to applicable  community property laws, the Company believes based
     on  information  supplied by such  persons,  that the persons named in this
     table have sole voting and  investment  power with respect to all shares of
     Common Stock which they beneficially own.

(2)  For  purposes  of this  table,  the  number  and  percentage  of  Option or
     Restricted  Shares  owned  after  the  offering  presumes  the sale  and/or
     exercise of all Option or Restricted Shares offered herein.

(3)  Represents  restricted  shares of Common Stock issued pursuant to the Waite
     Agreement and prior to this offering.

(4)  Represents  shares of Common Stock  underlying  stock  options to be issued
     pursuant to the Kosta Agreement.

                                       14

<PAGE>

                          TRANSFER AGENT AND REGISTRAR

         The Transfer Agent and Registrar for the Common Stock of the Company is
Oxford Transfer & Registrar, 317 SW Alder, Suite 1120, Portland, Oregon 97204.

                              PLAN OF DISTRIBUTION

         The Selling  Stockholders may sell shares of Common Stock in any of the
following ways (i) through  dealers;  (ii) through agents;  or (iii) directly to
one or more  purchasers.  The  distribution of the shares of Common Stock may be
effected  from  time  to time in one or more  transactions  (which  may  involve
crosses  or  block  transactions)  (A) on  Nasdaq  or the BSE (or on such  other
national stock  exchanges on which the shares of Common Stock may be traded from
time to time) in  transactions  which may include  special  offerings,  exchange
distributions and/or secondary  distributions pursuant to and in accordance with
rules  of  such  exchanges,  (B)  in  the  over-the-counter  market,  or  (C) in
transactions other than on such exchanges or in the over-the-counter  market, or
a combination  of such  transactions.  Any such  transaction  may be effected at
market  prices  prevailing  at the  time of  sale,  at  prices  related  to such
prevailing  market  prices,  at negotiated  prices or fixed prices.  The Selling
Stockholders  may effect such  transactions by selling shares of Common Stock to
or through  broker-dealers,  and such broker-dealers may receive compensation in
the form of discounts,  concessions,  or commissions  from Selling  Stockholders
and/or  commissions  from purchasers of shares of Common Stock for whom they may
act as agent.  The Selling  Stockholders and any  broker-dealers  or agents that
participate  in the  distribution  of shares of  Common  Stock by them  might be
deemed  to be  underwriters,  and  any  discounts,  commissions  or  concessions
received by any such broker-dealers or agents might be deemed to be underwriting
discounts and commissions, under the Securities Act.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The  documents  listed  below have been filed by the  Company  with the
Commission and are incorporated herein by reference:

         (a) The Company's  Annual Report on Form 10-K for its fiscal year ended
December 31, 1995;

         (b) The Company's  Quarterly  Report on Form 10-Q for the periods ended
March 31, 1996, June 30, 1996 and September 30, 1996;

         (c) All other  reports  filed by the Company  pursuant to Section 13(a)
and 15(d) of the Exchange Act since the Company's fiscal year ended December 31,
1995.

                                       15

<PAGE>

         All  documents  filed by the Company  with the  Commission  pursuant to
Sections 13(a),  13(c), 14 or 15(d) of the Exchange Act subsequent  hereto,  but
prior to the  termination of the offering of securities  made by this Prospectus
shall be deemed to be  incorporated  by  reference  herein and to be part hereof
from their respective dates of filing.

         (d) The  description  of Common Stock as set forth in the Form 10 filed
with the  Securities  and Exchange  Commission  on February 9, 1974 on behalf of
Alpine-California  (as defined below),  as the same has been or may hereafter be
amended (File No.  0-7619),  is  incorporated  by reference in its entirety.  In
connection therewith, the following description is provided:

         The Common Stock was  initially  registered  under Section 12(g) of the
Securities and Exchange Act of 1934 on February 19, 1974 on Form 10 on behalf of
Alpine     International      Corporation,      a     California     corporation
("Alpine-California"),  formerly  the  parent of Alpine  Merger  Corporation,  a
Delaware  corporation  ("Alpine-Delaware"),  which  changed its name to Heng Fai
China Industries, Inc. (previously defined herein as the "Company"). The Company
is currently  authorized to issue up to 30,000,000  shares of Common Stock, $.01
par value,  and 500,000  shares of Preferred  Stock,  $10 par value  ("Preferred
Stock").  As of the date  hereof,  there are  13,686,814  shares of Common Stock
issued and outstanding and no shares of Preferred Stock are outstanding.

         Holders  of  Common  Stock are  entitled  to one vote per share on each
matter submitted to vote at any meeting of shareholders.  Shares of Common Stock
do not carry  cumulative  voting rights and therefore,  holders of a majority of
the outstanding shares of Common Stock will be able to elect the entire board of
directors of the  Company.  The  Company's  board of  directors  has  authority,
without action by the Company's shareholders, to issue all or any portion of the
authorized but unissued  shares of Common Stock,  which would have the effect of
reducing the  percentage of securities  ownership of the Company's  shareholders
and diluting the book value of the Common Stock.

         Shareholders  of the  Company  have no  preemptive  rights  to  acquire
additional shares of Common Stock. The Common Stock is not subject to redemption
and carries no subscription or conversion rights. In the event of liquidation of
the Company, the holders of shares of Common Stock are entitled to share equally
in  corporate  assets after the  holders,  if any, of Preferred  Stock and after
satisfaction  of  liabilities.  Holders of Common  Stock are entitled to receive
such dividends as the Company's board of directors may from time to time declare
out of funds legally  available for the payment  thereof.  The Company has never
paid cash dividends on its Common Stock and does not anticipate that it will pay
such dividends in the future.

         Any statement contained in a document  incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Prospectus, to
the extent that a statement  contained herein or in any other subsequently filed
document  which  also is or is deemed to be  incorporated  by  reference  herein
modifies  or  supersedes  such  statement.  Any such  statement  so  modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute a part of this Prospectus.

                                       16

<PAGE>

                                  LEGAL MATTERS

         The legality of the shares  offered hereby has been passed upon for the
Company by Silverman,  Collura & Chernis,  P.C.,  381 Park Avenue  South,  Suite
1601, New York, New York 10016.

                                     EXPERTS

         The Company's  consolidated  financial statements  incorporated in this
Registration Statement by reference from the Company's Annual Report on Form 10K
for the year  ended  December  31,  1995 have been  audited by  Deloitte  Touche
Tohmatsu, independent auditors, as stated in their report, which is incorporated
herein by reference (which report expresses an unqualified  opinion and includes
an  explanatory  paragraph  referring  to doubt about the  Company's  ability to
continue as a going concern) and have been so  incorporated in reliance upon the
report of such firm,  given upon their  authority as experts in  accounting  and
auditing.

                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Section 145 of the General Corporation Law of the State of Delaware and
Article 7 of the Company's  Articles of  Incorporation  contain  provisions  for
indemnification of officers, directors, employees and agents of the Company. The
Articles of  Incorporation  require the Company to indemnify such persons to the
full extent  permitted by Delaware law. Each person will be  indemnified  in any
proceeding  if he  acted in good  faith  and in a  manner  which  he  reasonably
believed  to be in,  or not  opposed  to,  the  best  interest  of the  Company.
Indemnification  would cover expenses,  including  attorney's  fees,  judgments,
fines and amounts paid in settlement.

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to  directors,  officers,  and  controlling  persons of the
Company, the Company has been advised that in the opinion of the Commission such
indemnification  is against public policy as expressed in the Securities Act and
is,  therefore  unenforceable.  In the event  that a claim  for  indemnification
against  such  liabilities  (other  than the  payment by the  Company of expense
incurred or paid by a director, officer, or controlling person of the Company in
the  successful  defense of any action,  suit or proceeding) is asserted by such
director,  officer or controlling  person of the Company in connection  with the
securities  being  registered,  the Company  will,  unless in the opinion of its
counsel  the matter has been  settled by a  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 issues.

                                       17

<PAGE>



                                     PART II

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

         The  documents  listed  below have been filed by the  Company  with the
Commission and are incorporated herein by reference:

         (a) The Company's  Annual Report on Form 10-K for its fiscal year ended
December 31, 1995;

         (b) The Company's  Quarterly  Report on Form 10-Q for the periods ended
March 31, 1996, June 30, 1996 and September 30, 1996;

         (c) All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Exchange  Act since the  Company's  fiscal year ended  December 31,
1995.

         All  documents  filed by the Company  with the  Commission  pursuant to
Sections 13(a),  13(c), 14 or 15(d) of the Exchange Act subsequent  hereto,  but
prior to the  termination of the offering of securities  made by this Prospectus
shall be deemed to be  incorporated  by  reference  herein and to be part hereof
from their respective dates of filing.

         (d) The  description  of Common Stock as set forth in the Form 10 filed
with the  Securities  and Exchange  Commission  on February 9, 1974 on behalf of
Alpine-California  (as defined below),  as the same has been or may hereafter be
amended (File No.  0-7619),  is  incorporated  by reference in its entirety.  In
connection therewith, the following description is provided:

         The Common Stock was  initially  registered  under Section 12(g) of the
Securities and Exchange Act of 1934 on February 19, 1974 on Form 10 on behalf of
Alpine     International      Corporation,      a     California     corporation
("Alpine-California"),  formerly  the  parent of Alpine  Merger  Corporation,  a
Delaware  corporation  ("Alpine-Delaware"),  which  changed its name to Heng Fai
China Industries, Inc. (previously defined herein as the "Company"). The Company
is currently  authorized to issue up to 30,000,000  shares of Common Stock, $.01
par value,  and 500,000  shares of Preferred  Stock,  $10 par value  ("Preferred
Stock").  As of the date  hereof,  there are  13,686,814  shares of Common Stock
issued and outstanding and no shares of Preferred Stock are outstanding.

         Holders  of  Common  Stock are  entitled  to one vote per share on each
matter submitted to vote at any meeting of shareholders.  Shares of Common Stock
do not carry  cumulative  voting rights and therefore,  holders of a majority of
the outstanding shares of Common Stock will be able to elect the entire board of
directors of the  Company.  The  Company's  board of  directors  has  authority,
without action by the Company's shareholders, to issue all or any portion of the
authorized but unissued  shares of Common Stock,  which would have the effect of
reducing the  percentage of securities  ownership of the Company's  shareholders
and diluting the book value of the Common Stock.

                                       18

<PAGE>

         Shareholders  of the  Company  have no  preemptive  rights  to  acquire
additional shares of Common Stock. The Common Stock is not subject to redemption
and carries no subscription or conversion rights. In the event of liquidation of
the Company, the holders of shares of Common Stock are entitled to share equally
in  corporate  assets after the  holders,  if any, of Preferred  Stock and after
satisfaction  of  liabilities.  Holders of Common  Stock are entitled to receive
such dividends as the Company's board of directors may from time to time declare
out of funds legally  available for the payment  thereof.  The Company has never
paid cash dividends on its Common Stock and does not anticipate that it will pay
such dividends in the future.

         Any statement contained in a document  incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Prospectus, to
the extent that a statement  contained herein or in any other subsequently filed
document  which  also is or is deemed to be  incorporated  by  reference  herein
modifies  or  supersedes  such  statement.  Any such  statement  so  modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute a part of this Prospectus.

ITEM 4. DESCRIPTION OF SECURITIES

         Not Applicable

ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL

         Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Section 145 of the General Corporation Law of the State of Delaware and
Article 7 of the Company's  Articles of  Incorporation  contain  provisions  for
indemnification of officers, directors, employees and agents of the Company. The
Articles of  Incorporation  require the Company to indemnify such persons to the
full extent  permitted by Delaware law. Each person will be  indemnified  in any
proceeding  if he  acted in good  faith  and in a  manner  which  he  reasonably
believed  to be in,  or not  opposed  to,  the  best  interest  of the  Company.
Indemnification  would cover expenses,  including  attorney's  fees,  judgments,
fines and amounts paid in settlement.

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to  directors,  officers,  and  controlling  persons of the
Company, the Company has been advised that in the opinion of the Commission such
indemnification  is against public policy as expressed in the Securities Act and
is,  therefore  unenforceable.  In the event  that a claim  for  indemnification
against  such  liabilities  (other  than the  payment by the  Company of expense
incurred or paid by a director, officer, or controlling person of the Company in
the  successful  defense of any action,  suit or proceeding) is asserted by such
director,  officer or controlling  person of the Company in connection  with the
securities  being  registered,  the Company  will,  unless in the opinion of its
counsel the matter has been settled by a controlling precedent, submit

                                       19

<PAGE>

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 issues.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

ITEM 8 EXHIBITS

          4.1  Consulting Agreement between Thomas E. Waite and the Company

          4.2  Consulting Agreement between Tom Kosta and the Company

          5.1  Opinion of Silverman, Collura & Chernis, P.C.

          23.1 Consent  of  Silverman,  Collura &  Chernis,  P.C.  (included  in
               Exhibit 5.1)

          23.2 Consent of Deloitte Touche Tohmatsu

ITEM 9. UNDERTAKINGS

         (a) The undersigned registrant hereby undertakes;

         (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to the Registration Statement;

          (i) To include  any  prospectus  required  by Section  10(a)(3) of the
     Securities Act of 1933, as amended (the "Securities Act");

          (ii) To reflect in the  prospectus  any facts or events  arising after
     the  effective  date of this  Registration  Statement  (or the most  recent
     post-effective amendment thereof) which,  individually or in the aggregate,
     represent  a  fundamental  change  in  the  information  set  forth  in the
     Registration Statement;

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

         Provided  however that  paragraphs  (a)(1)(i) and (a)(1)(ii)  shall not
apply to  information  contained  in periodic  reports  filed by the  registrant
pursuant  to  Section  13  or  Section  15(d)  of  the  Exchange  Act  that  are
incorporated by reference in this Registration Statement.

                                       20

<PAGE>

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

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

         (b) The undersigned  registrant hereby undertakes that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
registrant's  annual  report  pursuant to section  13(a) or section 15(d) of the
Exchange Act that is  incorporated by reference in this  Registration  Statement
shall be deemed to be a new  registration  statement  relating to the securities
offered herein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.

         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act may be permitted to directors,  officers and controlling  persons
of the  registrant  pursuant  to the  foregoing  provisions  or  otherwise,  the
registrant  has  been  advised  that  in the  opinion  of the  Commission,  such
indemnification  is against public policy as expressed in the Securities Act and
is,  therefore,  unenforceable.  In the event  that a claim for  indemnification
against such  liabilities  (other than the payment by the registrant of expenses
incurred or paid by a director,  officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification is against public policy
as  expressed  in  the  Securities  Act  and  will  be  governed  by  the  final
adjudication of such issue.

                                       21

<PAGE>

                                INDEX TO EXHIBITS

4.1      Consulting Agreement between Thomas E. Waite and the Company

4.2      Consulting Agreement between Tom Kosta and the Company

5.1      Opinion of Silverman, Collura & Chernis, P.C.

23.1     Consent of Silverman, Collura & Chernis, P.C. (included in Exhibit 5.1)

23.2     Consent of Deloitte Touche Tohmatsu

                                       22

<PAGE>

                                   SIGNATURES

         Pursuant to the  requirement  of the  Securities  Act,  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,  therewith  duly
authorized, in the City of Vancouver on February 28, 1997.

                                    HENG FAI CHINA INDUSTRIES, INC.

                                    By: /s/ Robert H. Trapp
                                        -----------------------------
                                         Robert H. Trapp, Secretary

                                POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below,  hereby  constitutes and appoints  Robert H. Trapp,  his true and
lawful attorney-in-fact, with full power of substitution and resubstitution, for
his and in his name, place and stead, in any and all capacities,  to sign any or
all  amendments or supplements  to this  Registration  Statement and to file the
same with all exhibits thereto and other documents in connection therewith, with
the Commission,  granting unto said attorney-in-fact full power and authority to
do and perform each and every act and thing  necessary or appropriate to be done
with respect to this  Registration  Statement or any  amendments or  supplements
hereto and about the premises,  as fully to all intents and purposes as he might
or  could  do  in  person,   hereby  ratifying  and  confirming  all  that  said
attorney-in-fact,  or his substitute or substitutes, may lawfully do or cause to
be done by virtue hereof.

         Pursuant to the  requirements of the Securities Act, this  Registration
Statement  has  been  signed  by  the  following  persons  in  their  respective
capacities with Heng Fai China Industries, Inc. and on the dates indicated.

                                   SIGNATURES

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

/s/ Fai H. Chan
--------------------     Chief Executive Officer,            February 28, 1997
Fai H. Chan               President and Director
                          (Principal Executive Officer)

/s/ Robert H. Trapp
--------------------     Secretary, Treasurer and            February 28, 1997
Robert H. Trapp           Director (Principal Financial
                          and Accounting Officer)

/s/ Ronald M.T. Lau
--------------------     Director                            February 28, 1997
Ronald M.T. Lau

                                       23
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 53186}]
{"company-data": {"conformed-name": "HENG FAI CHINA INDUSTRIES INC", "cik": "0000004165", "assigned-sic": "9995", "irs-number": "930636333", "state-of-incorporation": "CA", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-23711", "film-number": "97560237"}, "business-address": {"street1": "1600-650 WEST GEORGIA ST.", "street2": "PO BOX 11586", "city": "VANCOUVER BC CANADA", "state": "A1", "phone": "6046858318"}, "mail-address": {"street1": "588 650 W GEORGIA STREET", "city": "VANCOUVER BC", "state": "A1"}, "former-company": [{"former-conformed-name": "ALPINE INTERNATIONAL CORP", "date-changed": "19920703"}, {"former-conformed-name": "TIME SAVER MARKETS INC", "date-changed": "19740310"}]}
As filed with the Securities and Exchange Commission on March 20, 1997

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   ----------

                                    FORM S-8
                             REGISTRATION STATEMENT

                        Under the Securities Act of 1933

                         HENG FAI CHINA INDUSTRIES, INC.
             (Exact name of registrant as specified in its charter)

    Delaware                                                     93-063633    
(State or other                (Primary Standard             (I.R.S. Employer   
jurisdiction of            Industrial Classification        Identification No.)
incorporation or                 Code Number)                                  
 organization)                                           

                             650 West Georgia Street
                           Vancouver, British Columbia
                                 Canada V6B 4N8
                                 (604) 685-8318

                  (Address and Telephone Number of Registrant's
                     Principal Executive Office)(Zip Code)

                       Consulting Agreement by and between
               Thomas E. Waite and Heng Fai China Industries, Inc.
                        (300,000 shares of Common Stock)

                       Consulting Agreement by and between
                  Tom Kosta and Heng Fai China Industries, Inc.
                         (50,000 shares of Common Stock)

                            (full title of the plans)

                           Robert H. Trapp, Secretary
                             650 West Georgia Street
                           Vancouver, British Columbia
                                 Canada V6B 4N8
                                 (604) 685-8318

  (Name, Address & Telephone number, including area code, of agent for service)

                                   ----------

                                   Copies to:

                            Michael H. Freedman, Esq.
                   Silverman, Collura, Chernis & Balzano, P.C.
                       381 Park Avenue South - Suite 1601
                            New York, New York 10016

                                 (212) 779-8600
CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
                               Proposed         Proposed
Title of          Amount       maximum          maximum              Amount of
securities to     to be        offering price   aggregate           registration
be registered     registered   per share (1)    offering price (1)     fee
--------------------------------------------------------------------------------

Common Stock(1)   350,000      .9063            317,205              $96.12

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

(1) Calculated in accordance  with 457(c) using the average of the bid and asked
price for the Common Stock on February 18, 1997.

                                        2
PART 1 - INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

         The  documents  containing   information  specified  in  Part  1  (plan
information and registrant information) will be sent or given to the consultants
as  specified  by Rule  428(b)(1).  Such  documents  need not be filed  with the
Securities and Exchange Commission either as part of this registration statement
or as  prospectuses  or  prospectus  supplements  pursuant  to Rule  424.  These
documents  and the  documents  incorporated  by reference  in this  registration
statement pursuant to Item 3 of Part 2 of this form taken together  constitute a
prospectus that meets the requirements of Section 10(a) of the Securities Act of
1933.

                                        3
HENG FAI CHINA INDUSTRIES, INC.

              Cross-Reference Sheet Showing Location in Prospectus
                  of Information Required by Items of Form S-3

Form S-3 Items and Heading                                Location in Prospectus

1.  Forepart of the Registration Statement
    and Outside Front Cover Page of Prospectus...........       Front cover Page

2.  Inside Front And Outside Back Cover..................Inside Front cover Page

3.  Summary Information, Risk Factors and Ratio
    of Earnings to Fixed Charges.........................            The Company

4.  Use of Proceeds......................................         Not Applicable

5.  Determination of Offering Price......................         Not Applicable

6.  Dilution............................................          Not Applicable

7.  Selling Security Holders.............................   Selling Stockholders

8.  Plan of Distribution.................................   Plan of Distribution

9.  Description of Securities to be Registered  .........         Not Applicable

10. Interest of Named Experts and Counsel................          Legal Matters

11. Material Changes.....................................         Not Applicable

12. Incorporation of Certain Information by
    Reference............................................       Incorporation of
                                                            Certain Documents by
                                                                       Reference

13. Disclosure of Commission Position on
    Indemnification for Securities Act
    Liabilities..........................................     Indemnification of
                                                          Directors and Officers

                                        4
RE-OFFER PROSPECTUS

                         HENG FAI CHINA INDUSTRIES, INC.
                             650 West Georgia Street
                           Vancouver, British Columbia
                                 Canada V6B 4N8

                                  Common Stock

         This Prospectus  relates to offers and sales by certain key consultants
of Heng Fai China Industries,  Inc., a Delaware corporation  ("Company"),  named
herein ("Selling  Stockholders"),  of shares of the Company's Common Stock, $.01
par value ("Common Stock"), granted or to be granted to them pursuant to written
compensation contracts. The Company has issued 300,000 shares of Common Stock to
Thomas E. Waite pursuant to a consulting agreement dated October 8, 1996 ("Waite
Agreement").  The Company has also entered into an agreement  with Tom Kosta for
the issuance of 50,000 stock options  pursuant to an agreement  dated January 9,
1997  ("Kosta  Agreement")(the  Waite  Agreement  and the  Kosta  Agreement  are
collectively referred to herein as the "Plans"). The shares of Common Stock that
have been or will be acquired by such  persons  pursuant to the Plans are herein
referred to as the "Option and Restricted Shares".

         The Option and  Restricted  Shares may be offered  hereby  from time to
time by any and all of the  Selling  Stockholders  named  herein,  for their own
benefit.  The  Company  will  receive no portion of the  proceeds  of sales made
hereunder.  All  expenses  of  registration  incurred  in  connection  with this
offering  are being borne by the  Company,  but all  selling and other  expenses
incurred by the Selling Stockholders will be borne by such Selling Stockholders.

         All or a portion of the shares of Common  Stock  offered  hereby may be
offered  for  sale,  from time to time,  on the OTC  Bulletin  Board  ("Bulletin
Board"),  or  otherwise,  at prices  and terms  then  obtainable.  All  brokers'
commissions, concessions or discounts will be paid by the Selling Stockholders.

         The Selling  Stockholders  and any broker  executing  selling orders on
behalf of the Selling  Stockholders may be deemed to be an "underwriter"  within
the meaning of the Securities Act, in which event  commissions  received by such
broker may be deemed to be underwriting commissions under the Securities Act.

         The Common Stock of the Company are listed on the Bulletin  Board under
the symbol  HFCI.  On February  18, 1997,  the last  reported  sale price of the
Company's Common Stock on the Bulletin Board was $.9375.

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

                 The date of this Prospectus is March 20, 1997.

                                        5
TABLE OF CONTENTS

                                                                       Page

Available Information.....................................................7

The Company...............................................................8

Risk Factors.............................................................10

Selling Stockholders.....................................................14

Transfer Agent and Registrar.............................................15

Plan of Distribution.....................................................15

Incorporation of Certain Documents by Reference..........................15

Legal Matters............................................................17

Experts..................................................................17

Indemnification of Directors and Officers................................17

                                        6
No  person  is  authorized  to give  any  information  or to  make  any
representation,  other than those  contained in this  Prospectus,  in connection
with the offering  described herein,  and, if given or made, such information or
representations must not be relied upon as having been authorized by the Company
or the Selling  Stockholders.  This  Prospectus  does not constitute an offer to
sell, or a solicitation of an offer to buy, nor shall there be any sale of these
securities  by any person in any  jurisdiction  in which it is unlawful for such
person to make such offer,  solicitation  or sale.  Neither the delivery of this
Prospectus nor any sale made hereunder shall under any  circumstances  create an
implication  that the  information  contained  herein is  correct as of any time
subsequent to the date hereof.

                              AVAILABLE INFORMATION

         The  Company  is  subject  to  the  informational  requirements  of the
Securities  Exchange  Act  of  1934  (the  "Exchange  Act")  and  in  accordance
therewith,  files  reports,  proxy  statements  and other  information  with the
Securities  and Exchange  Commission  (the  "Commission").  Such reports,  proxy
statements and other  information  can be inspected and copied at the Commission
at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W.,  Washington,  D.C. 20549,
and at the Commission's  regional offices at Room 1204, Everett McKinley Dirksen
Building, 219 South Dearborn Street, Chicago,  Illinois 60604; and 7 World Trade
Center,  Suite 1300, New York, New York 10048.  Copies of such material can also
be  obtained  at  prescribed  rates  from the  Public  Reference  Section of the
Commission at its principal office at 450 Fifth Street, N.W.,  Washington,  D.C.
20549.

         This  Prospectus  does not contain all of the  information set forth in
the  Registration  Statements  of which this  Prospectus is a part and which the
Company has filed with the Commission.  For further  information with respect to
the  Company  and  the  securities  offered  hereby,  reference  is  made to the
Registration  Statement,  including the exhibits filed as a part thereof, copies
of which can be inspected  at, or obtained at  prescribed  rates from the Public
Reference  Section of the Commission at the address set forth above.  Additional
updating  information  with respect to the Company may be provided in the future
by means of appendices or supplements to the Prospectus.

         The Company hereby  undertakes to provide without charge to each person
to whom a copy of this Prospectus is delivered,  upon written or oral request of
such person,  a copy of any and all of the  information  that has been or may be
incorporated  herein by reference  (other than exhibits to such documents unless
such exhibits are  specifically  incorporated by reference into such documents).
Requests should be directed to Heng Fai China Industries, Inc., 650 West Georgia
Street, Vancouver, British Columbia, Canada V6B 4N8 (604) 685-8318.

                                        7
THE COMPANY

         Heng  Fai  China  Industries,   Inc.  (the  "Company")  was  originally
organized on March 24, 1958 as Time Saver Markets,  Inc. pursuant to the laws of
the State of California. On October 29, 1973, Alpine International  Corporation,
a private  Oregon  corporation,  merged with and into Time Saver  Markets,  Inc.
Subsequent thereto,  Time Saver Markets,  Inc. changed its name to Alpine Merger
Corporation  ("Alpine-California")  after having entered into a merger agreement
with   a   Delaware   corporation   named   Alpine   International   Corporation
("Alpine-Delaware")  which  was  formed  for the  purpose  of  facilitating  the
reincorporation of  Alpine-California  in the State of Delaware through a merger
with and into Alpine-Delaware.  Subsequently,  in November 1994, Alpine-Delaware
changed  its name to Heng  Fai  China  Industries,  Inc.  Alpine-California  and
Alpine-Delaware may be collectively referred to hereinafter as "Alpine."

         Alpine conducted no significant  operations between April 1992, when it
emerged form reorganization  under Chapter 11 of Title II of the U.S. Bankruptcy
Code, and June 1994,  when it acquired  Vancouver Hong Kong  Properties  Limited
("Vancouver  Hong Kong")  which owns an apartment  building in North  Vancouver,
British Columbia.

         In January 1995, the Company acquired its wholly-owned subsidiary, Heng
Fai China & Asia Industries  Limited  ("Asia"),  a company  incorporated in Hong
Kong, along with Asia's two wholly-owned subsidiaries, Heng Fai China Industries
Limited ("China") and Heng Fai Light Products Limited ("Light"). China and Light
were  incorporated in Hong Kong and the Peoples'  Republic of China (the "PRC"),
respectively. China and Light, through China's wholly-owned subsidiary, Cangzhou
Min You Cement Company, Ltd. (formerly Cangzhou Citizen Cement Product Co., Ltd.
and referred to hereinafter as "Min You") obtained  options to acquire direct or
joint venture  operating lease interests for three cement factories in the Hebei
province of the PRC: (i) the Hebei  Cangzhou City Chemical  Corporation  Factory
(the  "Cangzhou  Factory");  (ii) the Qingxian  Cement  Factory  (the  "Qingxian
Factory"); and (iii) the Hebei Cangzhou Area Construction Materials Factory (the
"Hebei Factory").

         On April 17, 1995,  Min You  exercised its option to lease a production
line at the Cangzhou  Factory.  From April through June 1995,  Min You suspended
its operations at the Cangzhou Factory to facilitate the Company's expansion and
modernization  of such  factory as required  pursuant to the  provisions  of the
agreement  governing  the Company's  exercise of its options.  Operations at the
factory  resumed at the end of June 1995 upon  completion  of the  expansion and
modernization of such factory.  As of December 31, 1995, neither the Company nor
its  subsidiaries  had  exercised  the options to acquire the  interests  in the
Qingzian Factory or the Hebei Factory, which options expired unexercised.

         In September  1996, the Company  formed  Worldwide  Container  Company,
Ltd., a wholly-owned  subsidiary,  to facilitate the acquisition of 70% of Wuhan
Container Company,  Ltd. ("Wuhan") in exchange for approximately  727,000 shares
of the Company's Common Stock,  valued at $5.50 per share.  Wuhan is a PRC state
company engaged in the design,  manufacture,  lease and repair of containers and
related steel structure products.

                                        8
The  Company's  business  focuses  primarily on the  operations  of the
Cangzhou  Factory,  Wuhan and the  Company's  apartment  building in  Vancouver,
British Columbia.  The Company's  principal executive offices are located at 650
West  Georgia  Street,  Vancouver,  British  Columbia,  Canada  V6B  4N8 and the
telephone number of the principal executive offices is (604) 685-8318.

                                        9
RISK FACTORS

         The following factors should be considered  carefully in evaluating the
Company's business and before making any investment in the Company.

         1.  Ability to Continue as a Going Concern.

         The Company's independent certified public accountants, in their report
regarding  the  Company's  financial  statements,  have noted that the Company's
recurring losses from operations and its deficiency in net tangible assets raise
substantial  doubt about the Company's  ability to continue as a going  concern.
The Company's  ability to continue as a going concern is currently  dependent on
continued  financial  support from its principal  shareholder,  who has signed a
letter of financial support to the Company.

         2.  Relatively New Venture, Need for Further Acquisitions.

         The Company  must be regarded as in a formative  stage.  The  Company's
future  success  depends  upon its ability to  continue  to expand its  existing
operations  through the  acquisition  of strategic  businesses.  There can be no
assurance that the Company will be successful in making such  acquisitions.  The
Company has recently  entered into agreements to acquire both a company involved
in duck farming in China and a company which owns an, as yet uncompleted, office
tower in China.  The Company is subject to all the risks  inherent in attempting
to expand a relatively new business  venture.  These risks include the potential
inability  of the  Company to  efficiently  operate  additional  companies,  the
existence of undisclosed actual or contingent liabilities, the inability to fund
the working capital  requirements  of additional  companies and the inability to
locate companies which have a positive effect on the Company's operations. There
can be no assurance that the Company will achieve a level of profitability  that
will  provide a return on invested  capital or will result in an increase in the
market value of the Company's securities.

         3.  Need for Additional Financing.

         The Company's  business plan includes an aggressive program to identify
acquisition  candidates that meet certain demographic and other criteria, and to
seek to  acquire  them.  Growth  to date has been  funded  initially  with  cash
advanced  by  shareholders  and  from  acquisitions.  However,  there  can be no
assurance that the remaining cash, coupled with the Company's Common Stock which
has been used as currency to facilitate  certain  acquisitions,  will enable the
Company to finance all of its acquisition plans. Moreover,  additional funds may
be needed to fund the working capital  requirements of newly acquired companies.
No assurance can be given that additional  needed financing will be available to
the Company,  or if available,  on terms  acceptable to the Company.  If further
financing is needed,  but not  available,  the Company will be required to scale
down its acquisition plans.

                                       10
4.  Dependence Upon Key Personnel.

         The Company is substantially  dependent upon the continued  services of
Fai H. Chan, its Chairman and Chief Executive Officer.  The loss of the services
of Mr. Chan through incapacity or otherwise would have a material adverse effect
upon the  Company's  business  and  prospects.  To the extent that his  services
become  unavailable,  the Company  will be required  to retain  other  qualified
personnel,  and there can be no  assurance  that it will be able to recruit  and
hire qualified  persons upon acceptable terms. The Company does not maintain key
person life and disability insurance on the life of Mr. Chan.

         5.  Foreign Operations.

         Some of the  Company's  existing  operations  currently  relate  to the
conduct of  operations  in China and Hong  Kong.  The  Company  may also seek to
establish business in other foreign countries.  These operations will be subject
to the risks of  conducting  business  internationally,  including  the possible
instability  of  foreign  governments,   changes  in  regulatory   requirements,
difficulties in obtaining  foreign  licenses,  as well as other general barriers
and  restrictions in relation to compliance with foreign laws. In addition,  any
future  revenues  generated by the Company upon  successful  consummation of its
planned  activities  would be  subject  to  currency  fluctuations  which  could
negatively affect the Company.  Furthermore,  the laws of various  jurisdictions
where the Company intends to establish its business activities may not recognize
or permit  the  assertion  of  certain  claims  with  respect  to  violation  of
securities laws which are commonly recognized in the United States. Accordingly,
should the Company be in violation of any such securities laws, shareholders may
be unable to seek and/or obtain redress with respect to such violations  against
assets of the Company's operations located in international jurisdictions.

         6.  No Assurance as to Future Acquisitions.

         The Company's  business has grown solely  through  acquisitions  of new
companies.  The  Company's  business  plan calls for the  acquisition  of select
entities  engaged in  activities  related to  infrastructure  manufacturing  and
design,  focusing  primarily on companies  operating in the People's Republic of
China.  The Company's  ability to achieve its  expansion  plans depends in large
part  on its  sound  business  judgment  relative  to  quality  targets  and its
negotiating  strength. If potential sellers are receptive to accepting equity in
the Company as part of the purchase price, the Company's  ability to expand will
be enhanced. There can be no assurance,  however, that the Company's acquisition
targets  will  continue  to be  receptive  to such  proposals.  Nor can there be
assurance  that the Company  will succeed in effecting  future  acquisitions  of
additional companies that meet management's criteria of profitability,  physical
attributes and  demographics in the targeted states and locales.  Moreover there
can be no assurance  that once  acquisitions  are made they will have a positive
effect on the Company's operations.

                                       11
7. OTC Bulletin Board.

         The  Company's  Common  Stock is  currently  quoted on the OTC Bulletin
Board.  The OTC Bulletin  Board is an NASD  sponsored and operated  inter-dealer
automated  quotation  system for equity  securities  not  included on the NASDAQ
System.  The  OTC  Bulletin  Board  has  only  recently  been  introduced  as an
alternative   to  "pink   sheets"   trading  of   over-the-counter   securities.
Consequently,  liquidity  and stock  price of the  Company's  securities  in the
secondary market may be adversely affected.

         8.  Possible Volatility of Stock Price.

         There can be no  assurance  that a public  market  price for the Common
Stock will continue.  The market prices of the Common Stock may be significantly
affected by factors such as announcements by the Company or its competitors,  as
well as variations in the Company's  results of operations and market conditions
in general.  The market  prices may also be affected by  movements  in prices of
stocks in general.  The  relatively  limited  amount of publicly  trading shares
(float) renders the Company's securities  especially  susceptible to sharp price
fluctuations.

         9.  Penny Stock Regulations.

         The Securities  Enforcement  Penny Stock Act of 1990 requires  specific
disclosure  to be made  available  in  connection  with  trades  in the stock of
companies defined as "penny stocks. The Commission has adopted  regulations that
generally define a penny stock to be any equity security that has a market price
of less than $5.00 per share,  subject to certain  exceptions.  Such  exceptions
include any equity  security  listed on NASDAQ and any equity security issued by
an  issuer  that has (i) net  tangible  assets of at least  $2,000,000,  if such
issuer has been in  continuous  operation  for three  years;  (ii) net  tangible
assets of at least $5,000,000,  if such issuer has been in continuous  operation
for  less  than  three  years;  or  (iii)  average  annual  revenue  of at least
$6,000,000,  if such issuer has been in continuous operation for less than three
years.  Unless an exception is available,  the regulations require the delivery,
prior to any  transaction  involving a penny  stock,  of a  disclosure  schedule
explaining the penny stock market and the risk  associated  therewith as well as
the written  consent of the  purchaser of such  security  prior to engaging in a
penny stock  transaction.  The regulations on penny stocks may limit the ability
of the  purchasers of the Company's  securities to sell their  securities in the
secondary  marketplace.  The Company's  Shares are currently  considered a penny
stock.

         10.  Shares Eligible for Future Sale.

         A large  number of shares of Common  Stock  presently  outstanding  are
currently eligible for public sale under the Securities Act of 1933, as amended.
Possible or actual sales of Common Stock in the future by existing  shareholders
may  have a  depressive  effect  on the  price of the  Common  Stock in the open
market.

                                       12
11. Possible  Effects of Certain  Articles of  Incorporation  and Bylaw
Provisions.

         The Company's  Articles of Incorporation and Bylaws contain  provisions
that  may  discourage   acquisition  bids  for  the  Company.  The  Company  has
substantial  authorized but unissued  capital stock available for issuance.  The
Company's Articles of Incorporation contain provisions which authorize the Board
of Directors, without the consent of stockholders, to issue additional shares of
Common  Stock  and  issue  shares  of  Preferred  Stock  in  series,   including
establishment  of the  voting  powers,  designation,  preferences,  limitations,
restrictions and relative rights of each series of Preferred Stock.

         12.  Absence of Cash Dividends.

         The Board of Directors does not anticipate paying cash dividends on the
Common  Stock for the  foreseeable  future  and  intends  to retain  any  future
earnings to finance the growth of the Company's business.  Payment of dividends,
if any, will depend, among other factors, on earnings,  capital requirements and
the general  operating  and financial  conditions  of the Company.  There are no
statutory or Company restrictions on the payment of dividends.

                                       13
SELLING STOCKHOLDERS

         The Prospectus  covers Option and  Restricted  Shares that have been or
may be  acquired  pursuant  to written  compensation  contracts  by the  Selling
Stockholders,  named herein or to be  supplementally  named,  as of February 18,
1997.

         The  following  table sets forth the name of each Selling  Stockholder,
the nature of his or her position,  office, or other material  relationship with
the  Company,  the number of shares of Common Stock  beneficially  owned by each
Selling Stockholder prior to the offering,  and the number of shares and (if one
percent or more) the  percentage of the class to be  beneficially  owned by such
Selling Stockholder after the offering.  Non-affiliate  Selling Stockholders who
hold less than 1,000 shares of Common Stock issued under the Plans and not named
below may use this Prospectus for reoffers and resales of such Common Stock.

                                                                Shares owned
                                                              After Offering(2)
                     Shares Owned          Number of Shares   -----------------
Name                 Prior to Offering(1)  Offered Herein      Number   Percent
----                 --------------------  --------------      ------   -------
Thomas E. Waite,     300,000               300,000               0         **
 Consultant (3)

Tom Kosta,           0                     50,000                0         **
 Consultant (4)

----------
** less than 1%

(1)  For  purposes  of this  table,  a  person  is  deemed  to have  "beneficial
     ownership"  of any shares of Common Stock when such person has the right to
     acquire such shares  within 60 days of February  18, 1997.  For purposes of
     computing the percentage of outstanding shares of Common Stock held by each
     person named above, any security which such person has the right to acquire
     within  such  date is  deemed  to be  outstanding  but is not  deemed to be
     outstanding  for the purpose of computing the  percentage  ownership of any
     other  person.  Except as  indicated  in the  footnotes  to this  table and
     pursuant to applicable  community property laws, the Company believes based
     on  information  supplied by such  persons,  that the persons named in this
     table have sole voting and  investment  power with respect to all shares of
     Common Stock which they beneficially own.

(2)  For  purposes  of this  table,  the  number  and  percentage  of  Option or
     Restricted  Shares  owned  after  the  offering  presumes  the sale  and/or
     exercise of all Option or Restricted Shares offered herein.

(3)  Represents  restricted  shares of Common Stock issued pursuant to the Waite
     Agreement and prior to this offering.

(4)  Represents  shares of Common Stock  underlying  stock  options to be issued
     pursuant to the Kosta Agreement.

                                       14
TRANSFER AGENT AND REGISTRAR

         The Transfer Agent and Registrar for the Common Stock of the Company is
Oxford Transfer & Registrar, 317 SW Alder, Suite 1120, Portland, Oregon 97204.

                              PLAN OF DISTRIBUTION

         The Selling  Stockholders may sell shares of Common Stock in any of the
following ways (i) through  dealers;  (ii) through agents;  or (iii) directly to
one or more  purchasers.  The  distribution of the shares of Common Stock may be
effected  from  time  to time in one or more  transactions  (which  may  involve
crosses  or  block  transactions)  (A) on  Nasdaq  or the BSE (or on such  other
national stock  exchanges on which the shares of Common Stock may be traded from
time to time) in  transactions  which may include  special  offerings,  exchange
distributions and/or secondary  distributions pursuant to and in accordance with
rules  of  such  exchanges,  (B)  in  the  over-the-counter  market,  or  (C) in
transactions other than on such exchanges or in the over-the-counter  market, or
a combination  of such  transactions.  Any such  transaction  may be effected at
market  prices  prevailing  at the  time of  sale,  at  prices  related  to such
prevailing  market  prices,  at negotiated  prices or fixed prices.  The Selling
Stockholders  may effect such  transactions by selling shares of Common Stock to
or through  broker-dealers,  and such broker-dealers may receive compensation in
the form of discounts,  concessions,  or commissions  from Selling  Stockholders
and/or  commissions  from purchasers of shares of Common Stock for whom they may
act as agent.  The Selling  Stockholders and any  broker-dealers  or agents that
participate  in the  distribution  of shares of  Common  Stock by them  might be
deemed  to be  underwriters,  and  any  discounts,  commissions  or  concessions
received by any such broker-dealers or agents might be deemed to be underwriting
discounts and commissions, under the Securities Act.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The  documents  listed  below have been filed by the  Company  with the
Commission and are incorporated herein by reference:

         (a) The Company's  Annual Report on Form 10-K for its fiscal year ended
December 31, 1995;

         (b) The Company's  Quarterly  Report on Form 10-Q for the periods ended
March 31, 1996, June 30, 1996 and September 30, 1996;

         (c) All other  reports  filed by the Company  pursuant to Section 13(a)
and 15(d) of the Exchange Act since the Company's fiscal year ended December 31,
1995.

                                       15
All  documents  filed by the Company  with the  Commission  pursuant to
Sections 13(a),  13(c), 14 or 15(d) of the Exchange Act subsequent  hereto,  but
prior to the  termination of the offering of securities  made by this Prospectus
shall be deemed to be  incorporated  by  reference  herein and to be part hereof
from their respective dates of filing.

         (d) The  description  of Common Stock as set forth in the Form 10 filed
with the  Securities  and Exchange  Commission  on February 9, 1974 on behalf of
Alpine-California  (as defined below),  as the same has been or may hereafter be
amended (File No.  0-7619),  is  incorporated  by reference in its entirety.  In
connection therewith, the following description is provided:

         The Common Stock was  initially  registered  under Section 12(g) of the
Securities and Exchange Act of 1934 on February 19, 1974 on Form 10 on behalf of
Alpine     International      Corporation,      a     California     corporation
("Alpine-California"),  formerly  the  parent of Alpine  Merger  Corporation,  a
Delaware  corporation  ("Alpine-Delaware"),  which  changed its name to Heng Fai
China Industries, Inc. (previously defined herein as the "Company"). The Company
is currently  authorized to issue up to 30,000,000  shares of Common Stock, $.01
par value,  and 500,000  shares of Preferred  Stock,  $10 par value  ("Preferred
Stock").  As of the date  hereof,  there are  13,686,814  shares of Common Stock
issued and outstanding and no shares of Preferred Stock are outstanding.

         Holders  of  Common  Stock are  entitled  to one vote per share on each
matter submitted to vote at any meeting of shareholders.  Shares of Common Stock
do not carry  cumulative  voting rights and therefore,  holders of a majority of
the outstanding shares of Common Stock will be able to elect the entire board of
directors of the  Company.  The  Company's  board of  directors  has  authority,
without action by the Company's shareholders, to issue all or any portion of the
authorized but unissued  shares of Common Stock,  which would have the effect of
reducing the  percentage of securities  ownership of the Company's  shareholders
and diluting the book value of the Common Stock.

         Shareholders  of the  Company  have no  preemptive  rights  to  acquire
additional shares of Common Stock. The Common Stock is not subject to redemption
and carries no subscription or conversion rights. In the event of liquidation of
the Company, the holders of shares of Common Stock are entitled to share equally
in  corporate  assets after the  holders,  if any, of Preferred  Stock and after
satisfaction  of  liabilities.  Holders of Common  Stock are entitled to receive
such dividends as the Company's board of directors may from time to time declare
out of funds legally  available for the payment  thereof.  The Company has never
paid cash dividends on its Common Stock and does not anticipate that it will pay
such dividends in the future.

         Any statement contained in a document  incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Prospectus, to
the extent that a statement  contained herein or in any other subsequently filed
document  which  also is or is deemed to be  incorporated  by  reference  herein
modifies  or  supersedes  such  statement.  Any such  statement  so  modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute a part of this Prospectus.

                                       16
LEGAL MATTERS

         The legality of the shares  offered hereby has been passed upon for the
Company by Silverman,  Collura & Chernis,  P.C.,  381 Park Avenue  South,  Suite
1601, New York, New York 10016.

                                     EXPERTS

         The Company's  consolidated  financial statements  incorporated in this
Registration Statement by reference from the Company's Annual Report on Form 10K
for the year  ended  December  31,  1995 have been  audited by  Deloitte  Touche
Tohmatsu, independent auditors, as stated in their report, which is incorporated
herein by reference (which report expresses an unqualified  opinion and includes
an  explanatory  paragraph  referring  to doubt about the  Company's  ability to
continue as a going concern) and have been so  incorporated in reliance upon the
report of such firm,  given upon their  authority as experts in  accounting  and
auditing.

                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Section 145 of the General Corporation Law of the State of Delaware and
Article 7 of the Company's  Articles of  Incorporation  contain  provisions  for
indemnification of officers, directors, employees and agents of the Company. The
Articles of  Incorporation  require the Company to indemnify such persons to the
full extent  permitted by Delaware law. Each person will be  indemnified  in any
proceeding  if he  acted in good  faith  and in a  manner  which  he  reasonably
believed  to be in,  or not  opposed  to,  the  best  interest  of the  Company.
Indemnification  would cover expenses,  including  attorney's  fees,  judgments,
fines and amounts paid in settlement.

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to  directors,  officers,  and  controlling  persons of the
Company, the Company has been advised that in the opinion of the Commission such
indemnification  is against public policy as expressed in the Securities Act and
is,  therefore  unenforceable.  In the event  that a claim  for  indemnification
against  such  liabilities  (other  than the  payment by the  Company of expense
incurred or paid by a director, officer, or controlling person of the Company in
the  successful  defense of any action,  suit or proceeding) is asserted by such
director,  officer or controlling  person of the Company in connection  with the
securities  being  registered,  the Company  will,  unless in the opinion of its
counsel  the matter has been  settled by a  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 issues.

                                       17
PART II

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

         The  documents  listed  below have been filed by the  Company  with the
Commission and are incorporated herein by reference:

         (a) The Company's  Annual Report on Form 10-K for its fiscal year ended
December 31, 1995;

         (b) The Company's  Quarterly  Report on Form 10-Q for the periods ended
March 31, 1996, June 30, 1996 and September 30, 1996;

         (c) All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Exchange  Act since the  Company's  fiscal year ended  December 31,
1995.

         All  documents  filed by the Company  with the  Commission  pursuant to
Sections 13(a),  13(c), 14 or 15(d) of the Exchange Act subsequent  hereto,  but
prior to the  termination of the offering of securities  made by this Prospectus
shall be deemed to be  incorporated  by  reference  herein and to be part hereof
from their respective dates of filing.

         (d) The  description  of Common Stock as set forth in the Form 10 filed
with the  Securities  and Exchange  Commission  on February 9, 1974 on behalf of
Alpine-California  (as defined below),  as the same has been or may hereafter be
amended (File No.  0-7619),  is  incorporated  by reference in its entirety.  In
connection therewith, the following description is provided:

         The Common Stock was  initially  registered  under Section 12(g) of the
Securities and Exchange Act of 1934 on February 19, 1974 on Form 10 on behalf of
Alpine     International      Corporation,      a     California     corporation
("Alpine-California"),  formerly  the  parent of Alpine  Merger  Corporation,  a
Delaware  corporation  ("Alpine-Delaware"),  which  changed its name to Heng Fai
China Industries, Inc. (previously defined herein as the "Company"). The Company
is currently  authorized to issue up to 30,000,000  shares of Common Stock, $.01
par value,  and 500,000  shares of Preferred  Stock,  $10 par value  ("Preferred
Stock").  As of the date  hereof,  there are  13,686,814  shares of Common Stock
issued and outstanding and no shares of Preferred Stock are outstanding.

         Holders  of  Common  Stock are  entitled  to one vote per share on each
matter submitted to vote at any meeting of shareholders.  Shares of Common Stock
do not carry  cumulative  voting rights and therefore,  holders of a majority of
the outstanding shares of Common Stock will be able to elect the entire board of
directors of the  Company.  The  Company's  board of  directors  has  authority,
without action by the Company's shareholders, to issue all or any portion of the
authorized but unissued  shares of Common Stock,  which would have the effect of
reducing the  percentage of securities  ownership of the Company's  shareholders
and diluting the book value of the Common Stock.

                                       18
Shareholders  of the  Company  have no  preemptive  rights  to  acquire
additional shares of Common Stock. The Common Stock is not subject to redemption
and carries no subscription or conversion rights. In the event of liquidation of
the Company, the holders of shares of Common Stock are entitled to share equally
in  corporate  assets after the  holders,  if any, of Preferred  Stock and after
satisfaction  of  liabilities.  Holders of Common  Stock are entitled to receive
such dividends as the Company's board of directors may from time to time declare
out of funds legally  available for the payment  thereof.  The Company has never
paid cash dividends on its Common Stock and does not anticipate that it will pay
such dividends in the future.

         Any statement contained in a document  incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Prospectus, to
the extent that a statement  contained herein or in any other subsequently filed
document  which  also is or is deemed to be  incorporated  by  reference  herein
modifies  or  supersedes  such  statement.  Any such  statement  so  modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute a part of this Prospectus.

ITEM 4. DESCRIPTION OF SECURITIES

         Not Applicable

ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL

         Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Section 145 of the General Corporation Law of the State of Delaware and
Article 7 of the Company's  Articles of  Incorporation  contain  provisions  for
indemnification of officers, directors, employees and agents of the Company. The
Articles of  Incorporation  require the Company to indemnify such persons to the
full extent  permitted by Delaware law. Each person will be  indemnified  in any
proceeding  if he  acted in good  faith  and in a  manner  which  he  reasonably
believed  to be in,  or not  opposed  to,  the  best  interest  of the  Company.
Indemnification  would cover expenses,  including  attorney's  fees,  judgments,
fines and amounts paid in settlement.

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to  directors,  officers,  and  controlling  persons of the
Company, the Company has been advised that in the opinion of the Commission such
indemnification  is against public policy as expressed in the Securities Act and
is,  therefore  unenforceable.  In the event  that a claim  for  indemnification
against  such  liabilities  (other  than the  payment by the  Company of expense
incurred or paid by a director, officer, or controlling person of the Company in
the  successful  defense of any action,  suit or proceeding) is asserted by such
director,  officer or controlling  person of the Company in connection  with the
securities  being  registered,  the Company  will,  unless in the opinion of its
counsel the matter has been settled by a controlling precedent, submit

                                       19
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 issues.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

ITEM 8 EXHIBITS

          4.1  Consulting Agreement between Thomas E. Waite and the Company

          4.2  Consulting Agreement between Tom Kosta and the Company

          5.1  Opinion of Silverman, Collura & Chernis, P.C.

          23.1 Consent  of  Silverman,  Collura &  Chernis,  P.C.  (included  in
               Exhibit 5.1)

          23.2 Consent of Deloitte Touche Tohmatsu

ITEM 9. UNDERTAKINGS

         (a) The undersigned registrant hereby undertakes;

         (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to the Registration Statement;

          (i) To include  any  prospectus  required  by Section  10(a)(3) of the
     Securities Act of 1933, as amended (the "Securities Act");

          (ii) To reflect in the  prospectus  any facts or events  arising after
     the  effective  date of this  Registration  Statement  (or the most  recent
     post-effective amendment thereof) which,  individually or in the aggregate,
     represent  a  fundamental  change  in  the  information  set  forth  in the
     Registration Statement;

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

         Provided  however that  paragraphs  (a)(1)(i) and (a)(1)(ii)  shall not
apply to  information  contained  in periodic  reports  filed by the  registrant
pursuant  to  Section  13  or  Section  15(d)  of  the  Exchange  Act  that  are
incorporated by reference in this Registration Statement.

                                       20
(2) That,  for the  purpose  of  determining  any  liability  under the
Securities Act, each such  post-effective  amendment shall be deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof

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

         (b) The undersigned  registrant hereby undertakes that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
registrant's  annual  report  pursuant to section  13(a) or section 15(d) of the
Exchange Act that is  incorporated by reference in this  Registration  Statement
shall be deemed to be a new  registration  statement  relating to the securities
offered herein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.

         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act may be permitted to directors,  officers and controlling  persons
of the  registrant  pursuant  to the  foregoing  provisions  or  otherwise,  the
registrant  has  been  advised  that  in the  opinion  of the  Commission,  such
indemnification  is against public policy as expressed in the Securities Act and
is,  therefore,  unenforceable.  In the event  that a claim for  indemnification
against such  liabilities  (other than the payment by the registrant of expenses
incurred or paid by a director,  officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification is against public policy
as  expressed  in  the  Securities  Act  and  will  be  governed  by  the  final
adjudication of such issue.

                                       21
INDEX TO EXHIBITS

4.1      Consulting Agreement between Thomas E. Waite and the Company

4.2      Consulting Agreement between Tom Kosta and the Company

5.1      Opinion of Silverman, Collura & Chernis, P.C.

23.1     Consent of Silverman, Collura & Chernis, P.C. (included in Exhibit 5.1)

23.2     Consent of Deloitte Touche Tohmatsu

                                       22
SIGNATURES

         Pursuant to the  requirement  of the  Securities  Act,  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,  therewith  duly
authorized, in the City of Vancouver on February 28, 1997.

                                    HENG FAI CHINA INDUSTRIES, INC.

                                    By: /s/ Robert H. Trapp
                                        -----------------------------
                                         Robert H. Trapp, Secretary

                                POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below,  hereby  constitutes and appoints  Robert H. Trapp,  his true and
lawful attorney-in-fact, with full power of substitution and resubstitution, for
his and in his name, place and stead, in any and all capacities,  to sign any or
all  amendments or supplements  to this  Registration  Statement and to file the
same with all exhibits thereto and other documents in connection therewith, with
the Commission,  granting unto said attorney-in-fact full power and authority to
do and perform each and every act and thing  necessary or appropriate to be done
with respect to this  Registration  Statement or any  amendments or  supplements
hereto and about the premises,  as fully to all intents and purposes as he might
or  could  do  in  person,   hereby  ratifying  and  confirming  all  that  said
attorney-in-fact,  or his substitute or substitutes, may lawfully do or cause to
be done by virtue hereof.

         Pursuant to the  requirements of the Securities Act, this  Registration
Statement  has  been  signed  by  the  following  persons  in  their  respective
capacities with Heng Fai China Industries, Inc. and on the dates indicated.

                                   SIGNATURES

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

/s/ Fai H. Chan
--------------------     Chief Executive Officer,            February 28, 1997
Fai H. Chan               President and Director
                          (Principal Executive Officer)

/s/ Robert H. Trapp
--------------------     Secretary, Treasurer and            February 28, 1997
Robert H. Trapp           Director (Principal Financial
                          and Accounting Officer)

/s/ Ronald M.T. Lau
--------------------     Director                            February 28, 1997
Ronald M.T. Lau

                                       23