<PAGE>
    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 19, 2003
                                                      REGISTRATION NO. 333-[   ]

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

                             PARTY CITY CORPORATION
             (Exact name of registrant as specified in its charter)

                 DELAWARE                              22-3033692
     (State or other jurisdiction of               (I.R.S. Employer
      incorporation or organization)              Identification No.)


                                 400 COMMONS WAY
                           ROCKAWAY, NEW JERSEY 07866
                                 (973) 983-0888
    (Address, including zip code, and telephone number, including area code,
                  of registrant's principal executive offices)

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

                            1999 STOCK INCENTIVE PLAN
                  (AMENDED AND RESTATED AS OF OCTOBER 17, 2003)
                            (Full title of the plan)

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

                              JOSEPH J. ZEPF, ESQ.
                   VICE PRESIDENT, GENERAL COUNSEL & SECRETARY
                             PARTY CITY CORPORATION
                                 400 COMMONS WAY
                           ROCKAWAY, NEW JERSEY 07866
                                 (973) 983-0888
 (Name, address, including zip code, and telephone number, including area code,
                              of agent for service)

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

                                   Copies to:

                            STEVEN DELLA ROCCA, ESQ.
                              LATHAM & WATKINS LLP
                          885 THIRD AVENUE, SUITE 1000
                            NEW YORK, NEW YORK 10022
                                 (212) 906-1200

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
                                              PROPOSED MAXIMUM   PROPOSED MAXIMUM
   TITLE OF EACH CLASS OF     AMOUNT TO BE     OFFERING PRICE        AGGREGATE         AMOUNT OF
SECURITIES TO BE REGISTERED   REGISTERED(1)     PER SHARE(2)      OFFERING PRICE    REGISTRATION FEE
---------------------------   -------------   ----------------   ----------------   ----------------
<S>                           <C>             <C>                <C>                <C>
Common Stock, par value
$0.01 per share                 5,500,000          $13.05          $71,775,000          $5,807
</TABLE>

(1) The 1999 Stock Incentive Plan (Amended and Restated as of October 17, 2003)
    (the "Plan") authorizes the issuance of up to a maximum of 7,500,000 shares
    of common stock of Party City Corporation (the "Company"). The Company
    previously filed a registration statement for 1,960,590 shares of common
    stock on December 16, 2002.

(2) For purposes of computing the registration fee only. Pursuant to Rule 457(h)
    of the Securities Act of 1933, as amended (the "Securities Act"), the
    Proposed Maximum Offering Price Per Share is based upon the average of the
    high and low trading prices ($13.05) of the Company's common stock as
    reported by the National Association of Securities Dealers' Automated
    Quotation Service on December 18, 2003.

<PAGE>
                                     PART I

Item 1.     Plan Information

            Not required to be filed with this Registration Statement.

Item 2.     Registration Information and Employee Plan Annual Information

            Not required to be filed with this Registration Statement.

                                     PART II


I.    INCORPORATION OF DOCUMENTS BY REFERENCE.

      The following documents, which have been filed with the Securities and
Exchange Commission pursuant to Securities Exchange Act of 1934, as amended (the
"Exchange Act"), are hereby incorporated by reference in, and shall be deemed to
be a part of, this Registration Statement:

      A.    The Company's Registration Statement on Form S-8 filed on December
            16, 2002, File Number 333-101865, relating to the 1,960,590 Shares
            previously authorized and registered for issuance under the Plan.

      B.    The Company's Annual Report on Form 10-K for the year ended June 28,
            2003.

      C.    The Company's Quarterly Report on Form 10-Q for the quarter ended
            September 27, 2003.

      D.    The description of the Common Stock, contained in the Company's
            Registration Statement on Form 8-A under the heading "Description of
            Registrant's Securities to be Registered," filed on February 23,
            1996 pursuant to the Exchange Act, as updated in the Company's
            Registration Statement on Form S-1, under the heading "Description
            of Capital Stock," filed on April 11, 1997 pursuant to the
            Securities Act.

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


                                       2
<PAGE>

II.   DESCRIPTION OF SECURITIES.

      Not Applicable.

III.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

      Not Applicable.

IV.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      Pursuant to the provisions of the Delaware General Corporation Law
("Delaware GCL"), the Company has adopted provisions in its Certificate of
Incorporation which require the Company to indemnify its directors and officers
to the fullest extent permitted by law, and eliminate the personal liability of
its directors to the Company or its stockholders for monetary damages for breach
of their duty of due care except (a) for any breach of the duty of loyalty; (b)
for acts or omissions not in good faith or which involve intentional misconduct
or knowing violations of law; (c) for liability under Section 174 of the
Delaware GCL (relating to certain unlawful dividends, stock repurchases or stock
redemptions); or (d) for any transaction from which the director derived any
improper personal benefit. In addition, the Company's Certificate of
Incorporation requires the Company to indemnify its directors and officers,
permits the Company to insure its directors and officers and permits the Company
to indemnify or insure its employees or agents to the fullest extent permitted
by Delaware law, including those circumstances in which indemnification would
otherwise be discretionary, except that the Company shall not be obligated to
advance expenses or to indemnify any such person (x) with respect to
proceedings, claims or actions initiated or brought voluntarily by any such
person and not by way of defense, (y) for any amounts paid in settlement of an
action indemnified against by the Company without the prior written consent of
the Company, or (z) in connection with any event in which the person did not act
in good faith and in a manner reasonably believed to be in or not opposed to the
best interest of the Company.

V.    EXEMPTION FROM REGISTRATION CLAIMED.

      Not applicable.

VI.   EXHIBITS.

      A list of exhibits included as part of this Registration Statement is set
forth on the Exhibit Index appearing elsewhere herein and is incorporated herein
by reference.



                                       3
<PAGE>

VII.  UNDERTAKINGS.

            1.    The undersigned Registrant hereby undertakes:

                  a.    To file, during any period in which offers or sales are
                        being made, a post-effective amendment to this
                        Registration Statement:

                        (1)   To include any prospectus required by Section
                              10(a)(3) of the Securities Act;

                        (2)   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;

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

                  provided, however, that paragraphs (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.

                  b.    That, for the purpose of determining any liability under
                        the 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.

                  c.    To remove from registration by means of a post-effective
                        amendment any of the securities being registered that
                        remain unsold at the termination of the offering.

            2.    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 15(d) of the Exchange Act (and, where
                  applicable, each filing of an employee benefit plan's annual
                  report pursuant to Section 15(d) of the Exchange Act) that is
                  incorporated by reference in the registration statement shall
                  be deemed to be a new registration statement relating to the
                  securities offered therein, and the offering of such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof.



                                       4
<PAGE>

            3.    Insofar as indemnification for liabilities arising under the
                  Securities Act may be permitted to directors, officers and
                  controlling persons of the Registrant pursuant to the
                  foregoing provisions, or otherwise, the Registrant has been
                  advised that in the opinion of the Securities and Exchange
                  Commission such indemnification is against public policy as
                  expressed in the Securities Act and is, therefore,
                  unenforceable. 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, 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 Rockaway, State of New Jersey, on December 19, 2003.

                                    PARTY CITY CORPORATION


                                 By:    /s/ Linda M. Siluk
                                    ----------------------------------
                                     Name:  Linda M. Siluk
                                     Title: Chief Financial Officer

                                POWER OF ATTORNEY

      Each of the undersigned officers and directors of the Company hereby
severally constitutes and appoints Linda M. Siluk as the undersigned's true and
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for the undersigned and in the undersigned's name, place and
stead, in any and all capacities (unless revoked in writing) to sign this
Registration Statement on Form S-8, and any and all amendments thereto,
including any post-effective amendments as well as any related registration
statement (or amendment thereto) filed in reliance upon Rule 462(b) under the
Securities Act, as amended, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting to such attorney-in-fact and agent full power and authority
to do and perform each and every act and thing requisite or necessary to be done
in connection therewith, as fully to all intents and purposes as the undersigned
might and could do in person hereby ratifying and confirming all that said
attorney-in-fact and agent or her substitute or substitutes, may lawfully do or
cause to be done by virtue thereof.




                                      S-1
<PAGE>


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

<TABLE>
<CAPTION>
            Signature                        Title                   Date
            ---------                        -----                   ----
<S>                               <C>                           <C>

    /s/ Ralph D. Dillon            Non-Executive Chairman of   December 19, 2003
-------------------------------     the Board and Director
        Ralph D. Dillon

    /s/ Nancy Pedot                 Acting Chief Executive     December 19, 2003
-------------------------------      Officer and Director
        Nancy Pedot                  (Principal Executive
                                            Officer)

    /s/ Linda M. Siluk              Chief Financial Officer    December 19, 2003
-------------------------------    (Principal Financial and
        Linda M. Siluk                Accounting Officer)

    /s/ Richard H. Griner                   Director           December 19, 2003
-------------------------------
        Richard H. Griner

    /s/ L.R. Jalenak, Jr.                   Director           December 19, 2003
-------------------------------
        L.R. Jalenak, Jr.

    /s/ Franklin R. Johnson                 Director           December 19, 2003
-------------------------------
       Franklin R. Johnson

    /s/ Howard Levkowitz                    Director           December 19, 2003
-------------------------------
        Howard Levkowitz

    /s/ Walter J. Salmon                    Director           December 19, 2003
-------------------------------
        Walter J. Salmon

    /s/ Michael E. Tennenbaum               Director           December 19, 2003
-------------------------------
        Michael E. Tennenbaum
</TABLE>



                                       S-2
<PAGE>

                                INDEX TO EXHIBITS


<TABLE>
<CAPTION>
    EXHIBIT                             DESCRIPTION
    -------                             -----------
<S>               <C>
      4.1         The Company's 1999 Stock Incentive Plan (Amended and Restated
                  as of October 17, 2003) (incorporated by reference to the
                  Company's Definitive Proxy Statement for the 2003 Annual
                  Meeting to Stockholders, included within Form 14-A as filed on
                  October 20, 2003, File No. 000-27826).

      4.2         Certificate of Incorporation of the Company (incorporated by
                  reference to the exhibits in the Company's Registration
                  Statement as amended on Form S-1, File No. 333-00350, as filed
                  with the Commission on January 18, 1996, File No. 000-27826
                  (the "S-1")).

      4.3         By-Laws of the Company, as amended (incorporated by reference
                  to the exhibits in the Company's quarterly report on Form 10-Q
                  as filed on November 12, 2003, File No. 000-27826).

      4.4         Specimen Certificate of Common Stock (incorporated by
                  reference to the S-1).

      5.1         Opinion of Counsel.

     23.1         Independent Auditors' Consent.

     23.2         Consent of Counsel (included in Exhibit 5.1).

     24.1         Powers of Attorney (included on the signature pages to the
                  Registration Statement).
</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "y92145sv8.txt", "description": "FORM S-8", "secsgml_size_bytes": 18816}]
{"company-data": {"conformed-name": "PARTY CITY CORP", "cik": "0001005972", "assigned-sic": "5940", "irs-number": "223033692", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-111350", "film-number": "031064112"}, "business-address": {"street1": "450 COMMONS WAY", "street2": "BLDG C", "city": "ROCKAWAY", "state": "NJ", "zip": "07860", "phone": "9739830888"}, "mail-address": {"street1": "400 COMMONS WAY", "city": "ROCKAWAY", "state": "NJ", "zip": "07866"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 19, 2003
                                                      REGISTRATION NO. 333-[   ]

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

                             PARTY CITY CORPORATION
             (Exact name of registrant as specified in its charter)

                 DELAWARE                              22-3033692
     (State or other jurisdiction of               (I.R.S. Employer
      incorporation or organization)              Identification No.)

                                 400 COMMONS WAY
                           ROCKAWAY, NEW JERSEY 07866
                                 (973) 983-0888
    (Address, including zip code, and telephone number, including area code,
                  of registrant's principal executive offices)

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

                            1999 STOCK INCENTIVE PLAN
                  (AMENDED AND RESTATED AS OF OCTOBER 17, 2003)
                            (Full title of the plan)

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

                              JOSEPH J. ZEPF, ESQ.
                   VICE PRESIDENT, GENERAL COUNSEL & SECRETARY
                             PARTY CITY CORPORATION
                                 400 COMMONS WAY
                           ROCKAWAY, NEW JERSEY 07866
                                 (973) 983-0888
 (Name, address, including zip code, and telephone number, including area code,
                              of agent for service)

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

                                   Copies to:

                            STEVEN DELLA ROCCA, ESQ.
                              LATHAM & WATKINS LLP
                          885 THIRD AVENUE, SUITE 1000
                            NEW YORK, NEW YORK 10022
                                 (212) 906-1200

                         CALCULATION OF REGISTRATION FEE
PROPOSED MAXIMUM   PROPOSED MAXIMUM
   TITLE OF EACH CLASS OF     AMOUNT TO BE     OFFERING PRICE        AGGREGATE         AMOUNT OF
SECURITIES TO BE REGISTERED   REGISTERED(1)     PER SHARE(2)      OFFERING PRICE    REGISTRATION FEE
---------------------------   -------------   ----------------   ----------------   ----------------
Common Stock, par value
$0.01 per share                 5,500,000          $13.05          $71,775,000          $5,807
(1) The 1999 Stock Incentive Plan (Amended and Restated as of October 17, 2003)
    (the "Plan") authorizes the issuance of up to a maximum of 7,500,000 shares
    of common stock of Party City Corporation (the "Company"). The Company
    previously filed a registration statement for 1,960,590 shares of common
    stock on December 16, 2002.

(2) For purposes of computing the registration fee only. Pursuant to Rule 457(h)
    of the Securities Act of 1933, as amended (the "Securities Act"), the
    Proposed Maximum Offering Price Per Share is based upon the average of the
    high and low trading prices ($13.05) of the Company's common stock as
    reported by the National Association of Securities Dealers' Automated
    Quotation Service on December 18, 2003.
PART I

Item 1.     Plan Information

            Not required to be filed with this Registration Statement.

Item 2.     Registration Information and Employee Plan Annual Information

            Not required to be filed with this Registration Statement.

                                     PART II

I.    INCORPORATION OF DOCUMENTS BY REFERENCE.

      The following documents, which have been filed with the Securities and
Exchange Commission pursuant to Securities Exchange Act of 1934, as amended (the
"Exchange Act"), are hereby incorporated by reference in, and shall be deemed to
be a part of, this Registration Statement:

      A.    The Company's Registration Statement on Form S-8 filed on December
            16, 2002, File Number 333-101865, relating to the 1,960,590 Shares
            previously authorized and registered for issuance under the Plan.

      B.    The Company's Annual Report on Form 10-K for the year ended June 28,
            2003.

      C.    The Company's Quarterly Report on Form 10-Q for the quarter ended
            September 27, 2003.

      D.    The description of the Common Stock, contained in the Company's
            Registration Statement on Form 8-A under the heading "Description of
            Registrant's Securities to be Registered," filed on February 23,
            1996 pursuant to the Exchange Act, as updated in the Company's
            Registration Statement on Form S-1, under the heading "Description
            of Capital Stock," filed on April 11, 1997 pursuant to the
            Securities Act.

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

                                       2
II.   DESCRIPTION OF SECURITIES.

      Not Applicable.

III.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

      Not Applicable.

IV.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      Pursuant to the provisions of the Delaware General Corporation Law
("Delaware GCL"), the Company has adopted provisions in its Certificate of
Incorporation which require the Company to indemnify its directors and officers
to the fullest extent permitted by law, and eliminate the personal liability of
its directors to the Company or its stockholders for monetary damages for breach
of their duty of due care except (a) for any breach of the duty of loyalty; (b)
for acts or omissions not in good faith or which involve intentional misconduct
or knowing violations of law; (c) for liability under Section 174 of the
Delaware GCL (relating to certain unlawful dividends, stock repurchases or stock
redemptions); or (d) for any transaction from which the director derived any
improper personal benefit. In addition, the Company's Certificate of
Incorporation requires the Company to indemnify its directors and officers,
permits the Company to insure its directors and officers and permits the Company
to indemnify or insure its employees or agents to the fullest extent permitted
by Delaware law, including those circumstances in which indemnification would
otherwise be discretionary, except that the Company shall not be obligated to
advance expenses or to indemnify any such person (x) with respect to
proceedings, claims or actions initiated or brought voluntarily by any such
person and not by way of defense, (y) for any amounts paid in settlement of an
action indemnified against by the Company without the prior written consent of
the Company, or (z) in connection with any event in which the person did not act
in good faith and in a manner reasonably believed to be in or not opposed to the
best interest of the Company.

V.    EXEMPTION FROM REGISTRATION CLAIMED.

      Not applicable.

VI.   EXHIBITS.

      A list of exhibits included as part of this Registration Statement is set
forth on the Exhibit Index appearing elsewhere herein and is incorporated herein
by reference.

                                       3
VII.  UNDERTAKINGS.

            1.    The undersigned Registrant hereby undertakes:

                  a.    To file, during any period in which offers or sales are
                        being made, a post-effective amendment to this
                        Registration Statement:

                        (1)   To include any prospectus required by Section
                              10(a)(3) of the Securities Act;

                        (2)   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;

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

                  provided, however, that paragraphs (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.

                  b.    That, for the purpose of determining any liability under
                        the 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.

                  c.    To remove from registration by means of a post-effective
                        amendment any of the securities being registered that
                        remain unsold at the termination of the offering.

            2.    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 15(d) of the Exchange Act (and, where
                  applicable, each filing of an employee benefit plan's annual
                  report pursuant to Section 15(d) of the Exchange Act) that is
                  incorporated by reference in the registration statement shall
                  be deemed to be a new registration statement relating to the
                  securities offered therein, and the offering of such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof.

                                       4
3.    Insofar as indemnification for liabilities arising under the
                  Securities Act may be permitted to directors, officers and
                  controlling persons of the Registrant pursuant to the
                  foregoing provisions, or otherwise, the Registrant has been
                  advised that in the opinion of the Securities and Exchange
                  Commission such indemnification is against public policy as
                  expressed in the Securities Act and is, therefore,
                  unenforceable. 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, 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 Rockaway, State of New Jersey, on December 19, 2003.

                                    PARTY CITY CORPORATION

                                 By:    /s/ Linda M. Siluk
                                    ----------------------------------
                                     Name:  Linda M. Siluk
                                     Title: Chief Financial Officer

                                POWER OF ATTORNEY

      Each of the undersigned officers and directors of the Company hereby
severally constitutes and appoints Linda M. Siluk as the undersigned's true and
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for the undersigned and in the undersigned's name, place and
stead, in any and all capacities (unless revoked in writing) to sign this
Registration Statement on Form S-8, and any and all amendments thereto,
including any post-effective amendments as well as any related registration
statement (or amendment thereto) filed in reliance upon Rule 462(b) under the
Securities Act, as amended, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting to such attorney-in-fact and agent full power and authority
to do and perform each and every act and thing requisite or necessary to be done
in connection therewith, as fully to all intents and purposes as the undersigned
might and could do in person hereby ratifying and confirming all that said
attorney-in-fact and agent or her substitute or substitutes, may lawfully do or
cause to be done by virtue thereof.

                                      S-1
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
date indicated.
Signature                        Title                   Date
            ---------                        -----                   ----
/s/ Ralph D. Dillon            Non-Executive Chairman of   December 19, 2003
-------------------------------     the Board and Director
        Ralph D. Dillon

    /s/ Nancy Pedot                 Acting Chief Executive     December 19, 2003
-------------------------------      Officer and Director
        Nancy Pedot                  (Principal Executive
                                            Officer)

    /s/ Linda M. Siluk              Chief Financial Officer    December 19, 2003
-------------------------------    (Principal Financial and
        Linda M. Siluk                Accounting Officer)

    /s/ Richard H. Griner                   Director           December 19, 2003
-------------------------------
        Richard H. Griner

    /s/ L.R. Jalenak, Jr.                   Director           December 19, 2003
-------------------------------
        L.R. Jalenak, Jr.

    /s/ Franklin R. Johnson                 Director           December 19, 2003
-------------------------------
       Franklin R. Johnson

    /s/ Howard Levkowitz                    Director           December 19, 2003
-------------------------------
        Howard Levkowitz

    /s/ Walter J. Salmon                    Director           December 19, 2003
-------------------------------
        Walter J. Salmon

    /s/ Michael E. Tennenbaum               Director           December 19, 2003
-------------------------------
        Michael E. Tennenbaum
S-2
INDEX TO EXHIBITS
EXHIBIT                             DESCRIPTION
    -------                             -----------
4.1         The Company's 1999 Stock Incentive Plan (Amended and Restated
                  as of October 17, 2003) (incorporated by reference to the
                  Company's Definitive Proxy Statement for the 2003 Annual
                  Meeting to Stockholders, included within Form 14-A as filed on
                  October 20, 2003, File No. 000-27826).

      4.2         Certificate of Incorporation of the Company (incorporated by
                  reference to the exhibits in the Company's Registration
                  Statement as amended on Form S-1, File No. 333-00350, as filed
                  with the Commission on January 18, 1996, File No. 000-27826
                  (the "S-1")).

      4.3         By-Laws of the Company, as amended (incorporated by reference
                  to the exhibits in the Company's quarterly report on Form 10-Q
                  as filed on November 12, 2003, File No. 000-27826).

      4.4         Specimen Certificate of Common Stock (incorporated by
                  reference to the S-1).

      5.1         Opinion of Counsel.

     23.1         Independent Auditors' Consent.

     23.2         Consent of Counsel (included in Exhibit 5.1).

     24.1         Powers of Attorney (included on the signature pages to the
                  Registration Statement).