As filed with the Securities and Exchange Commission on June 1, 1995
                                                       Registration No. 33- 
================================================================================
                        SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549
                                                 
                                 ----------------

                                     Form S-8
                              REGISTRATION STATEMENT
                                      Under
                            THE SECURITIES ACT OF 1933

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

                            HMG WORLDWIDE CORPORATION
              (Exact name of Registrant as specified in its charter)


                 Delaware                           13-3402432
         (State or other jurisdiction of         (I.R.S. Employer 
          incorporation or organization)          Identification Number)

                                 475 Tenth Avenue
                            New York, New York  10018
                     (Address of principal executive offices)


                 HMG WORLDWIDE CORPORATION 1994 STOCK OPTION PLAN
                             (Full title of the Plan)


                              ROBERT V. CUDDIHY, JR.
                             Chief Operating Officer
                            HMG Worldwide Corporation
                                 475 Tenth Avenue
                            New York, New York  10018
                                  (212) 736-2300
 (Name, address and telephone number, including area code, of agent for service)


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

                                 with a copy to:

                              HERBERT F. KOZLOV, Esq.
                           Parker Duryee Rosoff & Haft
                                 529 Fifth Avenue
                            New York, New York  10017
                                  (212) 599-0500


                         CALCULATION OF REGISTRATION FEE
- ----------------------------------------------------------------------------
                                        Proposed    Proposed
                              Amount    maximum     maximum    Amount
                              to be     offering    aggregate  of
 Title of securities to be    registe-  price       offering   registration
 registered                   red       per share*  price*     on fee(1)
- ----------------------------------------------------------------------------
 Common Stock, par value      500,000    $2.00     $1,000,000  $344.83
 $.01 per share  . . . . . .  shs.
- ----------------------------------------------------------------------------
  *  Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(h).


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


<PAGE>



PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.   Incorporation of Documents by Reference.

          The following documents, filed by HMG Worldwide Corporation (the
"Registrant") with the Securities and Exchange Commission, are incorporated
herein by reference and made a part hereof:

          1.   Registrant's Annual Report on Form 10-K, as amended, for the
               year ended December 31, 1994;

          2.   Registrant's Quarterly Report on Form 10-Q for the quarter
               ended March 31, 1995; and

          3.   Registrant's Registration Statement on Form 8-A (File No. 0-
               13121) containing a description of Registrant's Common
               Stock, par value $.01 per share (the "Common Stock").

          All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934 after the date
of this Registration Statement and prior to the filing of a post-effective
amendment to this Registration Statement which indicates that all Common
Stock registered hereby has been sold or which deregisters such Common
Stock then remaining unsold shall be deemed to be incorporated by reference
in this Registration Statement and to be a part hereof from the date of
filing of such documents (such documents, and the documents listed above,
being hereinafter referred to as "Incorporated Documents").  Any statement
contained in an Incorporated Document shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed Incorporated
Document modifies or supersedes such statement.  Any such statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.


Item 4.   Description of Securities.

          The Common Stock of Registrant is registered under Section 12 of
the Securities Exchange Act of 1934 (the "Exchange Act").


Item 5.   Interests of Named Experts and Counsel.

          Not Applicable

                                     2

<PAGE>



Item 8.   Exhibits.

          4         HMG Worldwide Corporation 1994 Stock Option Plan

          5         Opinion of Parker Duryee Rosoff & Haft as to the
                    legality of the Common Stock registered hereby

         23(a)      Consent of Parker Duryee Rosoff & Haft (Reference
                    is made to Exhibit 5 herein)

         23(b)      Consent of Friedman Alpren & Green LLP

                                     3

<PAGE>


Item 9.   Undertakings.

          (a)  The Registrant hereby undertakes:

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

                    (i)  to include any prospectus required by Section
                         10(a)(3) of the Securities Act of 1933 (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 this
                         Registration Statement; and

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

provided, however, that the undertakings set forth in paragraphs (i) and
(ii) above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed by the Registrant pursuant to Section 13 or Section 15(d) of
the Exchange Act that are incorporated by reference in this Registration
Statement.

               (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 hereby which
remain unsold at the termination of the offering.

          (b)  The Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of
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 

                                     4

<PAGE>


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 provisions of the Certificate of
Incorporation of the Registrant and the provisions of the Delaware law
described under Item 6 above, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act, and is,
therefore, unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of
expenses incurred or paid by a director, officer or controlling person of
the Registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in connection
with the securities being registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final adjudication of such
issue.

                                     5

<PAGE>


                                 SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of New York, State of New York, on
the 31st day of May, 1995.

                                        HMG WORLDWIDE CORPORATION


                                   By:  /s/Robert V. Cuddihy, Jr.   
                                       -----------------------------
                                        Robert V. Cuddihy, Jr.
                                        Chief Operating Officer

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
the capacities indicated on the dates indicated.

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

                            Chairman of the 
                            Board and Chief
/s/Michael Wahl             Executive Officer        May 31, 1995
- ---------------
Michael Wahl

                            President and
/s/Andrew Wahl              Director                 May 31, 1995
- --------------
Andrew Wahl
                            Chief Operating
                            Officer, Chief
                            Financial Officer
/s/Robert V. Cuddihy, Jr.   and Director             May 31, 1995
- -------------------------
Robert V. Cuddihy, Jr.

                            Executive Vice 
                            President and
/s/L. Randy Riley           Director                 May 31, 1995
- -----------------
L. Randy Riley


/s/Herbert F. Kozlov        Director                 May 31, 1995
- --------------------
Herbert F. Kozlov


                            Director
- --------------------
Brett Tollman


/s/Lawrence Twill           Director                 May 31, 1995
- -----------------
Lawrence Twill

                                     6

<PAGE>

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

          4         HMG Worldwide Corporation 1994 Stock Option Plan

          5         Opinion of Parker Duryee Rosoff & Haft as to the
                    legality of the Common Stock registered hereby

         23(a)      Consent of Parker Duryee Rosoff & Haft (Reference
                    is made to Exhibit 5 herein)

         23(b)      Consent of Friedman Alpren & Green LLP
[{"type": "S-8", "sequence": "1", "description": "HMG WORLDWIDE CORPORATION", "secsgml_size_bytes": 12418}]
{"company-data": {"conformed-name": "HMG WORLDWIDE CORP", "cik": "0000756680", "assigned-sic": "3990", "irs-number": "133402432", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-59745", "film-number": "95544028"}, "business-address": {"street1": "475 TENTH AVE", "city": "NEW YORK", "state": "NY", "zip": "10018", "phone": "212-736-2300"}, "mail-address": {"street2": "475 TENTH AVE", "city": "NEW YORK", "state": "NY", "zip": "10018"}, "former-company": [{"former-conformed-name": "MARKITSTAR INC", "date-changed": "19920703"}, {"former-conformed-name": "INTERMARK CORP", "date-changed": "19861229"}]}
As filed with the Securities and Exchange Commission on June 1, 1995
                                                       Registration No. 33- 
================================================================================
                        SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549
                                                 
                                 ----------------

                                     Form S-8
                              REGISTRATION STATEMENT
                                      Under
                            THE SECURITIES ACT OF 1933

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

                            HMG WORLDWIDE CORPORATION
              (Exact name of Registrant as specified in its charter)

                 Delaware                           13-3402432
         (State or other jurisdiction of         (I.R.S. Employer 
          incorporation or organization)          Identification Number)

                                 475 Tenth Avenue
                            New York, New York  10018
                     (Address of principal executive offices)

                 HMG WORLDWIDE CORPORATION 1994 STOCK OPTION PLAN
                             (Full title of the Plan)

                              ROBERT V. CUDDIHY, JR.
                             Chief Operating Officer
                            HMG Worldwide Corporation
                                 475 Tenth Avenue
                            New York, New York  10018
                                  (212) 736-2300
 (Name, address and telephone number, including area code, of agent for service)

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

                                 with a copy to:

                              HERBERT F. KOZLOV, Esq.
                           Parker Duryee Rosoff & Haft
                                 529 Fifth Avenue
                            New York, New York  10017
                                  (212) 599-0500

                         CALCULATION OF REGISTRATION FEE
- ----------------------------------------------------------------------------
                                        Proposed    Proposed
                              Amount    maximum     maximum    Amount
                              to be     offering    aggregate  of
 Title of securities to be    registe-  price       offering   registration
 registered                   red       per share*  price*     on fee(1)
- ----------------------------------------------------------------------------
 Common Stock, par value      500,000    $2.00     $1,000,000  $344.83
 $.01 per share  . . . . . .  shs.
- ----------------------------------------------------------------------------
  *  Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(h).

                                                                            
============================================================================
PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

          The following documents, filed by HMG Worldwide Corporation (the
"Registrant") with the Securities and Exchange Commission, are incorporated
herein by reference and made a part hereof:

          1.   Registrant's Annual Report on Form 10-K, as amended, for the
               year ended December 31, 1994;

          2.   Registrant's Quarterly Report on Form 10-Q for the quarter
               ended March 31, 1995; and

          3.   Registrant's Registration Statement on Form 8-A (File No. 0-
               13121) containing a description of Registrant's Common
               Stock, par value $.01 per share (the "Common Stock").

          All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934 after the date
of this Registration Statement and prior to the filing of a post-effective
amendment to this Registration Statement which indicates that all Common
Stock registered hereby has been sold or which deregisters such Common
Stock then remaining unsold shall be deemed to be incorporated by reference
in this Registration Statement and to be a part hereof from the date of
filing of such documents (such documents, and the documents listed above,
being hereinafter referred to as "Incorporated Documents").  Any statement
contained in an Incorporated Document shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed Incorporated
Document modifies or supersedes such statement.  Any such statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.

Item 4.   Description of Securities.

          The Common Stock of Registrant is registered under Section 12 of
the Securities Exchange Act of 1934 (the "Exchange Act").

Item 5.   Interests of Named Experts and Counsel.

          Not Applicable

                                     2
Item 8.   Exhibits.

          4         HMG Worldwide Corporation 1994 Stock Option Plan

          5         Opinion of Parker Duryee Rosoff & Haft as to the
                    legality of the Common Stock registered hereby

         23(a)      Consent of Parker Duryee Rosoff & Haft (Reference
                    is made to Exhibit 5 herein)

         23(b)      Consent of Friedman Alpren & Green LLP

                                     3
Item 9.   Undertakings.

          (a)  The Registrant hereby undertakes:

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

                    (i)  to include any prospectus required by Section
                         10(a)(3) of the Securities Act of 1933 (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 this
                         Registration Statement; and

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

provided, however, that the undertakings set forth in paragraphs (i) and
(ii) above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed by the Registrant pursuant to Section 13 or Section 15(d) of
the Exchange Act that are incorporated by reference in this Registration
Statement.

               (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 hereby which
remain unsold at the termination of the offering.

          (b)  The Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of
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 

                                     4
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 provisions of the Certificate of
Incorporation of the Registrant and the provisions of the Delaware law
described under Item 6 above, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act, and is,
therefore, unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of
expenses incurred or paid by a director, officer or controlling person of
the Registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in connection
with the securities being registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final adjudication of such
issue.

                                     5
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of New York, State of New York, on
the 31st day of May, 1995.

                                        HMG WORLDWIDE CORPORATION

                                   By:  /s/Robert V. Cuddihy, Jr.   
                                       -----------------------------
                                        Robert V. Cuddihy, Jr.
                                        Chief Operating Officer

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
the capacities indicated on the dates indicated.

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

                            Chairman of the 
                            Board and Chief
/s/Michael Wahl             Executive Officer        May 31, 1995
- ---------------
Michael Wahl

                            President and
/s/Andrew Wahl              Director                 May 31, 1995
- --------------
Andrew Wahl
                            Chief Operating
                            Officer, Chief
                            Financial Officer
/s/Robert V. Cuddihy, Jr.   and Director             May 31, 1995
- -------------------------
Robert V. Cuddihy, Jr.

                            Executive Vice 
                            President and
/s/L. Randy Riley           Director                 May 31, 1995
- -----------------
L. Randy Riley

/s/Herbert F. Kozlov        Director                 May 31, 1995
- --------------------
Herbert F. Kozlov

                            Director
- --------------------
Brett Tollman

/s/Lawrence Twill           Director                 May 31, 1995
- -----------------
Lawrence Twill

                                     6
EXHIBIT INDEX
                            -------------

          4         HMG Worldwide Corporation 1994 Stock Option Plan

          5         Opinion of Parker Duryee Rosoff & Haft as to the
                    legality of the Common Stock registered hereby

         23(a)      Consent of Parker Duryee Rosoff & Haft (Reference
                    is made to Exhibit 5 herein)

         23(b)      Consent of Friedman Alpren & Green LLP