<PAGE>   1
    As filed with the Securities and Exchange Commission on October 28, 1996
                                Registration No.

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                              GILMAN & CIOCIA, INC.
                 (Name of small business issuer in its charter)

      Delaware                                           11-2587324
(State or jurisdiction                                (I.R.S. Employer
of incorporation or                                   Identification
organization)                                         No.)

475 Northern Boulevard, Great Neck, NY                         11021
(Address of principal executive offices)                    (Zip code)

                                 Not Applicable
                               Full Title of Plan

                               Mr. Ralph Esposito
                              Gilman & Ciocia, Inc.
                             475 Northern Boulevard
                              Great Neck, NY 11021
                     (Name and Address of agent for service)

                                 (516) 482-4860
          (Telephone number, including area code, of agent for service)

                                 With copies to:
Seth A. Akabas, Esq.
Akabas & Cohen
488 Madison Avenue, 6th Floor
New York, NY 10022
(212) 308-8505

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================
Title of each         Amount to be      Proposed         Proposed        Amount
class of              registered        maximum          maximum         of
securities to                           offering         aggregate       regis-
be registered                           price per        offering        tration
                                        share(1)         price           fee
--------------------------------------------------------------------------------
<S>                   <C>               <C>              <C>             <C>    
Common Stock          5,000 shares      $1.75            $    8,750      $  3.00
</TABLE>

--------

      1 Pursuant to Rule 457(c) and (h)(1) of the Securities Act of 1933, as
amended, the offering price was calculated as follows: 5,000 at a fixed price of
$1.75 per share; 6,000 at a fixed price of $3.38 per share; 84,000 at an
exercise price of 50% of market price of $2.50 per share based on a closing
price 5 days before filing; 340,000 at a fixed price of $3.50 per share; 10,000
at a fixed price of $1.75 per share; and 10,000 at a fixed price of $2.62 per
share.
<PAGE>   2
<TABLE>
<S>                   <C>               <C>              <C>             <C>    
--------------------------------------------------------------------------------
Common Stock          6,000 shares      $3.38            $   20,280      $  7.00
--------------------------------------------------------------------------------
Common Stock          84,000            $2.50            $  210,000      $ 72.00
                      shares
--------------------------------------------------------------------------------
Common Stock          340,000           $3.50            $1,190,000      $410.00
                      shares
--------------------------------------------------------------------------------
Common Stock          10,000            $1.75            $   17,500      $  6.00
                      shares
--------------------------------------------------------------------------------
Common Stock          10,000            $2.62            $   26,200      $  9.00
                      shares
================================================================================
                                                             TOTAL DUE:  $507.00
</TABLE>
<PAGE>   3
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

      The information required under this Part I will be contained in documents
delivered to the option holders and is not included herein.
<PAGE>   4
                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

      The following documents are incorporated by reference in this registration
statement, and all documents hereafter filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all securities offered pursuant
to this registration statement have been sold or which deregisters all such
securities remaining unsold, shall be deemed to be incorporated by reference in
this registration statement and to be part hereof from the date of filing of
such documents:

      (a) The Registrant's Annual Report of Form 10-KSB for its
fiscal year ended June 30, 1996;

      (b)  Not applicable; and

      (c) The text under the caption "DESCRIPTION OF SECURITIES -- Common Stock"
in the Registrant's registration statement on Form SB-2 under the Securities Act
of 1933, as amended, File No. 33-80627.


ITEM 4.  DESCRIPTION OF SECURITIES.

      The class of securities offered is registered under Section 12 of the
Exchange Act.


ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL.

      The legality of the Common Stock will be passed on for the Registrant by
Akabas & Cohen, 488 Madison Avenue, 6th Floor, New York, NY 10022. Akabas &
Cohen owns 8,081 shares of common stock.


ITEM 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS

            Article EIGHTH of the Corporation's Certificate of Incorporation
provides:

            A director of this Corporation shall not be personally liable to
      this Corporation or its stockholders for monetary damages for breach of
      fiduciary duty as a director, except for liability (i) for any breach of
      the director's duty of loyalty to this Corporation or its stockholders,
      (ii) for acts or omissions not in good faith or which involve intentional
      misconduct or a knowing violation of law, (iii) under Section 174 of the
      Delaware General Corporation Law, or (iv) for any transaction from which
      the director derived any improper


                                      II-1
<PAGE>   5
      personal benefit. If the Delaware General Corporation Law is hereafter
      amended to authorize corporate action further eliminating or limiting the
      personal liability of directors, then the liability of a director of this
      Corporation shall be eliminated or limited to the fullest extent permitted
      by the Delaware General Corporation Law, as so amended.

            Article NINTH of the Corporation's Certificate of Incorporation
provides:

            This Corporation shall indemnify any person who was or is a party or
      is threatened to be made a party to any threatened, pending or complete
      action, suit or proceeding, whether civil, criminal, administrative or
      investigative, or by or in the right of this Corporation to procure
      judgment in its favor, by reason of the fact that he is or was a director
      or officer, employee or agent of this Corporation, or is or was serving at
      the request of this Corporation as a director, officer, employee or agent
      of another corporation, partnership, joint venture, trust or other
      enterprise, against expenses (including attorneys' fees), judgments, fines
      and amounts paid in settlement actually and reasonably incurred by him in
      connection with such action, suit or proceeding if he acted in good faith
      and in a manner he reasonably believed to be in or not opposed to the best
      interests of this Corporation, in accordance with and to the full extent
      permitted by statute. Expenses incurred in defending a civil or criminal
      action, suit or proceeding may be paid by this Corporation in advance of
      the final disposition of such action, suit or proceeding as authorized by
      the Board of Directors in the specific case upon receipt of an undertaking
      by or on behalf of the director, officer, employee or agent to repay such
      amount unless it shall ultimately be determined that he is entitled to be
      indemnified by this Corporation as authorized in this section. The
      indemnification provided by this section shall not be deemed exclusive of
      any other rights to which those seeking indemnification may be entitled
      under these Articles or any agreement or vote of stockholders or
      disinterested directors or otherwise, both as to action in his official
      capacity and as to action in another capacity while holding such office,
      and shall continue as to a person who has ceased to be a director,
      officer, employee or agent and shall inure to the benefit of the heirs,
      executors and administrators of such a person.

            Article TENTH of the Company's By-Laws provides as follows:

            Any person made a party to any action or proceeding (whether or not
      by or in the right of the Corporation to procure a judgment in its favor
      or by or in the right of any other corporation) by reason of the fact that
      he, his testator or intestate, is or was a director, officer or employee
      of the Corporation, or of any corporation which he served as such at the
      request of the Corporation, shall be indemnified by the


                                      II-2
<PAGE>   6
      Corporation against judgments, fines, amounts paid in settlement and
      reasonable expenses, including attorneys' fees, actually and necessarily
      incurred by him in connection with the defense of or as a result of such
      action or proceeding, or in connection with any appeal therein, to the
      full extent permitted under the laws of the State of Delaware from time to
      time in effect. The Corporation shall have the power to purchase and
      maintain insurance for the indemnification of such directors, officers and
      employees to the full extent permitted under the laws of the State of
      Delaware from time to time in effect. Such right of indemnification shall
      not be deemed exclusive of any other rights of indemnification to which
      such director, officer or employee may be entitled.


ITEM 7.     EXEMPTION FROM REGISTRATION CLAIMED.

            No restricted securities are to be reoffered or resold pursuant to
this registration statement. Any of the shares covered by this registration
statement will be acquired by nonaffiliates of the Registrant and will not be
restricted securities.


ITEM 8.     EXHIBITS.

            4.1         Resolution of Designation, Powers, Preferences and
                        Rights of Series A Preferred Stock, incorporated by
                        reference to the like numbered exhibit in the
                        Registrant's Registration Statement on Form SB-2 under
                        the Securities Act of 1933, as amended, File No.
                        33-70640-NY

            4.2         Form of Warrant of Bridge Loan lenders, incorporated by
                        reference to the like numbered exhibit in the
                        Registrant's Registration Statement on Form SB-2 under
                        the Securities Act of 1933, as amended, File No.
                        33-70640-NY

            4.3         Form of Warrant included in Units, incorporated by
                        reference to the like numbered exhibit in the
                        Registrant's Registration Statement on Form SB-2 under
                        the Securities Act of 1933, as amended, File No.
                        33-70640-NY

            4.4         Form of Underwriter's Warrant, incorporated by reference
                        to the like numbered exhibit in the Registrant's
                        Registration Statement on Form SB-2 under the Securities
                        Act of 1933, as amended, File No. 33-70640-NY

            5           Opinion of Akabas & Cohen

           23.1         Consent of Akabas & Cohen (Included in Exhibit 5)


                                      II-3
<PAGE>   7
            23.2        Consent of Weinick, Sanders & Co., L.L.P.

            23.2        Consent of BDO Seidman, LLP


ITEM 9.     UNDERTAKINGS

            The undersigned Registrant hereby undertakes to:

(a)(1) File, during any period in which it offers or sells securities, a
post-effective amendment to this registration statement to:

            (i) Include any prospectus required by section 10(a)(3) of the
      Securities Act;

            (ii) Reflect in the prospectus any facts or events which,
      individually or together, represent a fundamental change in the
      information in the registration statement; and

            (iii) Include any additional or changed material information on the
      plan of distribution;

      (2) For determining liability under the Securities Act, treat each
post-effective amendment as a new registration statement of the securities
offered, and the offering of the securities at that time to be the initial bona
fide offering;

      (3) File a post-effective amendment to remove from registration any of the
securities that remain unsold at the end of the offering; and


      (e) If the Registrant requests acceleration of the effective date of the
Registration Statement under Rule 461 under the Securities Act, the Registrant
acknowledges that:

      Insofar as indemnification for liabilities arising under the Securities
      Act of 1933 (the "Act") may be permitted to directors, officers and
      controlling persons of the small business issuer pursuant to the foregoing
      provisions, or otherwise, the small business issuer has been advised that
      in the opinion of the Securities and Exchange Commission such
      indemnification is against public policy as expressed in the Act and is,
      therefore, unenforceable.

      In the event that a claim for indemnification against such liabilities
      (other than the payment by the small business issuer of expenses incurred
      or paid by a director, officer or controlling person of the small business
      issuer 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 small business issuer will,
      unless in the opinion of its counsel


                                      II-4
<PAGE>   8
      the matter has been settled by controlling precedent, submit to a court of
      appropriate jurisdiction the question whether such indemnification by it
      is against public policy as expressed in the Securities Act and will be
      governed by the final adjudication of such issue.


                                      II-5
<PAGE>   9
                                   SIGNATURES

      In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements of filing on Form S-8 and authorized this registration
statement to be signed on its behalf by the undersigned, in the City of Great
Neck, State of New York, on October 25, 1996.

                                    GILMAN & CIOCIA, INC.


                                    By:/s/ Ralph Esposito
                                       -----------------------------------------
                                      Ralph Esposito
                                      Chief Financial Officer


      In accordance with the requirements of the Securities Act of 1933, this
registration statement was signed by the following persons in the capacities and
on the dates stated.


/s/ James Ciocia              President, Chief                October 25, 1996
---------------------         Executive Officer
James Ciocia                  and Director     
                              

/s/ Thomas Povinelli          Vice President and              October 25, 1996
---------------------         Director
Thomas Povinelli              


/s/ Ralph Esposito            Chief Financial                 October 25, 1996
---------------------         Officer
Ralph Esposito                


/s/ Gary Besmer               Vice President and              October 25, 1996
---------------------         Director
Gary Besmer                   


---------------------         Vice President,
Kathryn Travis                Secretary and Director



---------------------         Director
Louis Karol


/s/ Seth Akabas               Director                       October  25, 1996
---------------------
Seth Akabas


                                      II-6
<PAGE>   10
                                     INDEX

Exhibit           Description                                               Page

4.1               Resolution of Designation, Powers, Preferences and
                  Rights of Series A Preferred Stock, incorporated by
                  reference to the like numbered exhibit in the
                  Registrant's Registration Statement on Form SB-2
                  under the Securities Act of 1933, as amended, File
                  No. 33-70640-NY

4.2               Form of Warrant of Bridge Loan lenders,
                  incorporated by reference to the like numbered
                  exhibit in the Registrant's Registration Statement
                  on Form SB-2 under the Securities Act of 1933, as
                  amended, File No. 33-70640-NY

4.3               Form of Warrant included in Units, incorporated by
                  reference to the like numbered exhibit in the
                  Registrant's Registration Statement on Form SB-2
                  under the Securities Act of 1933, as amended, File
                  No. 33-70640-NY

4.4               Form of Underwriter's Warrant, incorporated by
                  reference to the like numbered exhibit in the
                  Registrant's Registration Statement on Form SB-2
                  under the Securities Act of 1933, as amended, File
                  No. 33-70640-NY

5*                Opinion of Akabas & Cohen

23.1*             Consent of Akabas & Cohen (Included in Exhibit 5)

23.2*             Consent of Weinick Sanders & Co., L.L.P.

23.3*             Consent of BDO Seidman, LLP

----------------
* filed herein


                                      II-7
[{"type": "S-8", "sequence": "1", "description": "GILMAN & CIOCIA, INC.", "secsgml_size_bytes": 18797}]
{"company-data": {"conformed-name": "GILMAN & CIOCIA INC", "cik": "0000914142", "assigned-sic": "7200", "irs-number": "112587324", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-14915", "film-number": "96648411"}, "business-address": {"street1": "475 NORTHERN BLVD", "city": "GREAT NECK", "state": "NY", "zip": "11021", "phone": "5164824860"}, "mail-address": {"street1": "475 NORTHERN BLVD", "city": "GREAT NECK", "state": "NY", "zip": "11021"}}
1
    As filed with the Securities and Exchange Commission on October 28, 1996
                                Registration No.

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                              GILMAN & CIOCIA, INC.
                 (Name of small business issuer in its charter)

      Delaware                                           11-2587324
(State or jurisdiction                                (I.R.S. Employer
of incorporation or                                   Identification
organization)                                         No.)

475 Northern Boulevard, Great Neck, NY                         11021
(Address of principal executive offices)                    (Zip code)

                                 Not Applicable
                               Full Title of Plan

                               Mr. Ralph Esposito
                              Gilman & Ciocia, Inc.
                             475 Northern Boulevard
                              Great Neck, NY 11021
                     (Name and Address of agent for service)

                                 (516) 482-4860
          (Telephone number, including area code, of agent for service)

                                 With copies to:
Seth A. Akabas, Esq.
Akabas & Cohen
488 Madison Avenue, 6th Floor
New York, NY 10022
(212) 308-8505

                         CALCULATION OF REGISTRATION FEE
================================================================================
Title of each         Amount to be      Proposed         Proposed        Amount
class of              registered        maximum          maximum         of
securities to                           offering         aggregate       regis-
be registered                           price per        offering        tration
                                        share(1)         price           fee
--------------------------------------------------------------------------------
Common Stock          5,000 shares      $1.75            $    8,750      $  3.00
--------

      1 Pursuant to Rule 457(c) and (h)(1) of the Securities Act of 1933, as
amended, the offering price was calculated as follows: 5,000 at a fixed price of
$1.75 per share; 6,000 at a fixed price of $3.38 per share; 84,000 at an
exercise price of 50% of market price of $2.50 per share based on a closing
price 5 days before filing; 340,000 at a fixed price of $3.50 per share; 10,000
at a fixed price of $1.75 per share; and 10,000 at a fixed price of $2.62 per
share.
2
--------------------------------------------------------------------------------
Common Stock          6,000 shares      $3.38            $   20,280      $  7.00
--------------------------------------------------------------------------------
Common Stock          84,000            $2.50            $  210,000      $ 72.00
                      shares
--------------------------------------------------------------------------------
Common Stock          340,000           $3.50            $1,190,000      $410.00
                      shares
--------------------------------------------------------------------------------
Common Stock          10,000            $1.75            $   17,500      $  6.00
                      shares
--------------------------------------------------------------------------------
Common Stock          10,000            $2.62            $   26,200      $  9.00
                      shares
================================================================================
                                                             TOTAL DUE:  $507.00
3
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

      The information required under this Part I will be contained in documents
delivered to the option holders and is not included herein.
4
                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

      The following documents are incorporated by reference in this registration
statement, and all documents hereafter filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all securities offered pursuant
to this registration statement have been sold or which deregisters all such
securities remaining unsold, shall be deemed to be incorporated by reference in
this registration statement and to be part hereof from the date of filing of
such documents:

      (a) The Registrant's Annual Report of Form 10-KSB for its
fiscal year ended June 30, 1996;

      (b)  Not applicable; and

      (c) The text under the caption "DESCRIPTION OF SECURITIES -- Common Stock"
in the Registrant's registration statement on Form SB-2 under the Securities Act
of 1933, as amended, File No. 33-80627.

ITEM 4.  DESCRIPTION OF SECURITIES.

      The class of securities offered is registered under Section 12 of the
Exchange Act.

ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL.

      The legality of the Common Stock will be passed on for the Registrant by
Akabas & Cohen, 488 Madison Avenue, 6th Floor, New York, NY 10022. Akabas &
Cohen owns 8,081 shares of common stock.

ITEM 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS

            Article EIGHTH of the Corporation's Certificate of Incorporation
provides:

            A director of this Corporation shall not be personally liable to
      this Corporation or its stockholders for monetary damages for breach of
      fiduciary duty as a director, except for liability (i) for any breach of
      the director's duty of loyalty to this Corporation or its stockholders,
      (ii) for acts or omissions not in good faith or which involve intentional
      misconduct or a knowing violation of law, (iii) under Section 174 of the
      Delaware General Corporation Law, or (iv) for any transaction from which
      the director derived any improper

                                      II-1
5
      personal benefit. If the Delaware General Corporation Law is hereafter
      amended to authorize corporate action further eliminating or limiting the
      personal liability of directors, then the liability of a director of this
      Corporation shall be eliminated or limited to the fullest extent permitted
      by the Delaware General Corporation Law, as so amended.

            Article NINTH of the Corporation's Certificate of Incorporation
provides:

            This Corporation shall indemnify any person who was or is a party or
      is threatened to be made a party to any threatened, pending or complete
      action, suit or proceeding, whether civil, criminal, administrative or
      investigative, or by or in the right of this Corporation to procure
      judgment in its favor, by reason of the fact that he is or was a director
      or officer, employee or agent of this Corporation, or is or was serving at
      the request of this Corporation as a director, officer, employee or agent
      of another corporation, partnership, joint venture, trust or other
      enterprise, against expenses (including attorneys' fees), judgments, fines
      and amounts paid in settlement actually and reasonably incurred by him in
      connection with such action, suit or proceeding if he acted in good faith
      and in a manner he reasonably believed to be in or not opposed to the best
      interests of this Corporation, in accordance with and to the full extent
      permitted by statute. Expenses incurred in defending a civil or criminal
      action, suit or proceeding may be paid by this Corporation in advance of
      the final disposition of such action, suit or proceeding as authorized by
      the Board of Directors in the specific case upon receipt of an undertaking
      by or on behalf of the director, officer, employee or agent to repay such
      amount unless it shall ultimately be determined that he is entitled to be
      indemnified by this Corporation as authorized in this section. The
      indemnification provided by this section shall not be deemed exclusive of
      any other rights to which those seeking indemnification may be entitled
      under these Articles or any agreement or vote of stockholders or
      disinterested directors or otherwise, both as to action in his official
      capacity and as to action in another capacity while holding such office,
      and shall continue as to a person who has ceased to be a director,
      officer, employee or agent and shall inure to the benefit of the heirs,
      executors and administrators of such a person.

            Article TENTH of the Company's By-Laws provides as follows:

            Any person made a party to any action or proceeding (whether or not
      by or in the right of the Corporation to procure a judgment in its favor
      or by or in the right of any other corporation) by reason of the fact that
      he, his testator or intestate, is or was a director, officer or employee
      of the Corporation, or of any corporation which he served as such at the
      request of the Corporation, shall be indemnified by the

                                      II-2
6
      Corporation against judgments, fines, amounts paid in settlement and
      reasonable expenses, including attorneys' fees, actually and necessarily
      incurred by him in connection with the defense of or as a result of such
      action or proceeding, or in connection with any appeal therein, to the
      full extent permitted under the laws of the State of Delaware from time to
      time in effect. The Corporation shall have the power to purchase and
      maintain insurance for the indemnification of such directors, officers and
      employees to the full extent permitted under the laws of the State of
      Delaware from time to time in effect. Such right of indemnification shall
      not be deemed exclusive of any other rights of indemnification to which
      such director, officer or employee may be entitled.

ITEM 7.     EXEMPTION FROM REGISTRATION CLAIMED.

            No restricted securities are to be reoffered or resold pursuant to
this registration statement. Any of the shares covered by this registration
statement will be acquired by nonaffiliates of the Registrant and will not be
restricted securities.

ITEM 8.     EXHIBITS.

            4.1         Resolution of Designation, Powers, Preferences and
                        Rights of Series A Preferred Stock, incorporated by
                        reference to the like numbered exhibit in the
                        Registrant's Registration Statement on Form SB-2 under
                        the Securities Act of 1933, as amended, File No.
                        33-70640-NY

            4.2         Form of Warrant of Bridge Loan lenders, incorporated by
                        reference to the like numbered exhibit in the
                        Registrant's Registration Statement on Form SB-2 under
                        the Securities Act of 1933, as amended, File No.
                        33-70640-NY

            4.3         Form of Warrant included in Units, incorporated by
                        reference to the like numbered exhibit in the
                        Registrant's Registration Statement on Form SB-2 under
                        the Securities Act of 1933, as amended, File No.
                        33-70640-NY

            4.4         Form of Underwriter's Warrant, incorporated by reference
                        to the like numbered exhibit in the Registrant's
                        Registration Statement on Form SB-2 under the Securities
                        Act of 1933, as amended, File No. 33-70640-NY

            5           Opinion of Akabas & Cohen

           23.1         Consent of Akabas & Cohen (Included in Exhibit 5)

                                      II-3
7
            23.2        Consent of Weinick, Sanders & Co., L.L.P.

            23.2        Consent of BDO Seidman, LLP

ITEM 9.     UNDERTAKINGS

            The undersigned Registrant hereby undertakes to:

(a)(1) File, during any period in which it offers or sells securities, a
post-effective amendment to this registration statement to:

            (i) Include any prospectus required by section 10(a)(3) of the
      Securities Act;

            (ii) Reflect in the prospectus any facts or events which,
      individually or together, represent a fundamental change in the
      information in the registration statement; and

            (iii) Include any additional or changed material information on the
      plan of distribution;

      (2) For determining liability under the Securities Act, treat each
post-effective amendment as a new registration statement of the securities
offered, and the offering of the securities at that time to be the initial bona
fide offering;

      (3) File a post-effective amendment to remove from registration any of the
securities that remain unsold at the end of the offering; and

      (e) If the Registrant requests acceleration of the effective date of the
Registration Statement under Rule 461 under the Securities Act, the Registrant
acknowledges that:

      Insofar as indemnification for liabilities arising under the Securities
      Act of 1933 (the "Act") may be permitted to directors, officers and
      controlling persons of the small business issuer pursuant to the foregoing
      provisions, or otherwise, the small business issuer has been advised that
      in the opinion of the Securities and Exchange Commission such
      indemnification is against public policy as expressed in the Act and is,
      therefore, unenforceable.

      In the event that a claim for indemnification against such liabilities
      (other than the payment by the small business issuer of expenses incurred
      or paid by a director, officer or controlling person of the small business
      issuer 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 small business issuer will,
      unless in the opinion of its counsel

                                      II-4
8
      the matter has been settled by controlling precedent, submit to a court of
      appropriate jurisdiction the question whether such indemnification by it
      is against public policy as expressed in the Securities Act and will be
      governed by the final adjudication of such issue.

                                      II-5
9
                                   SIGNATURES

      In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements of filing on Form S-8 and authorized this registration
statement to be signed on its behalf by the undersigned, in the City of Great
Neck, State of New York, on October 25, 1996.

                                    GILMAN & CIOCIA, INC.

                                    By:/s/ Ralph Esposito
                                       -----------------------------------------
                                      Ralph Esposito
                                      Chief Financial Officer

      In accordance with the requirements of the Securities Act of 1933, this
registration statement was signed by the following persons in the capacities and
on the dates stated.

/s/ James Ciocia              President, Chief                October 25, 1996
---------------------         Executive Officer
James Ciocia                  and Director     
                              

/s/ Thomas Povinelli          Vice President and              October 25, 1996
---------------------         Director
Thomas Povinelli              

/s/ Ralph Esposito            Chief Financial                 October 25, 1996
---------------------         Officer
Ralph Esposito                

/s/ Gary Besmer               Vice President and              October 25, 1996
---------------------         Director
Gary Besmer                   

---------------------         Vice President,
Kathryn Travis                Secretary and Director

---------------------         Director
Louis Karol

/s/ Seth Akabas               Director                       October  25, 1996
---------------------
Seth Akabas

                                      II-6
10
                                     INDEX

Exhibit           Description                                               Page

4.1               Resolution of Designation, Powers, Preferences and
                  Rights of Series A Preferred Stock, incorporated by
                  reference to the like numbered exhibit in the
                  Registrant's Registration Statement on Form SB-2
                  under the Securities Act of 1933, as amended, File
                  No. 33-70640-NY

4.2               Form of Warrant of Bridge Loan lenders,
                  incorporated by reference to the like numbered
                  exhibit in the Registrant's Registration Statement
                  on Form SB-2 under the Securities Act of 1933, as
                  amended, File No. 33-70640-NY

4.3               Form of Warrant included in Units, incorporated by
                  reference to the like numbered exhibit in the
                  Registrant's Registration Statement on Form SB-2
                  under the Securities Act of 1933, as amended, File
                  No. 33-70640-NY

4.4               Form of Underwriter's Warrant, incorporated by
                  reference to the like numbered exhibit in the
                  Registrant's Registration Statement on Form SB-2
                  under the Securities Act of 1933, as amended, File
                  No. 33-70640-NY

5*                Opinion of Akabas & Cohen

23.1*             Consent of Akabas & Cohen (Included in Exhibit 5)

23.2*             Consent of Weinick Sanders & Co., L.L.P.

23.3*             Consent of BDO Seidman, LLP

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* filed herein

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