As Filed with the Securities and Exchange Commission on August 1, 1996
                                                      Registration No. 333-_____
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

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

                             MobileMedia Corporation
             (Exact name of Registrant as specified in its charter)

              Delaware                                    22-3253006
   (State or other jurisdiction of                     (I.R.S. Employer
   incorporation or organization)                     Identification No.)
                                            
                           ---------------------------

                               65 Challenger Road
                          Ridgefield, New Jersey 07660
           (Address of Principal Executive Offices including Zip Code)

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

                             1993 STOCK OPTION PLAN
                            (Full title of the plan)

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

 KENNETH R. MCVAY, SENIOR VICE PRESIDENT                Copy to:
           AND GENERAL COUNSEL                  KENNETH M. POOVEY, ESQ.
         MOBILEMEDIA CORPORATION                   LATHAM & WATKINS
           65 Challenger Road              505 Montgomery Street, Suite 1900
      Ridgefield, New Jersey 07660          San Francisco, California 94111
             (201) 440-8400                         (415) 391-0600

              (Name and address, including zip code, and telephone
               number, including area code, of agent for service)

                           ---------------------------
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------
                                           CALCULATION OF REGISTRATION FEE
- -----------------------------------------------------------------------------------------------------------------------
                                                                              
                                                             Proposed              Proposed      
                                           Amount             Maximum               Maximum              Amount of
         Title of Securities                to be         Offering Price      Aggregate Offering       Registration
          to be Registered              Registered(1)        Per Share               Price                  Fee
- -----------------------------------------------------------------------------------------------------------------------
<S>                                       <C>              <C>                  <C>                     <C>        
Class A Common Stock, $.001 par
value                                     1,400,000        $     8.50(2)        $ 11,900,000(2)         $    4,103   
- -----------------------------------------------------------------------------------------------------------------------

- -----------------------------------------------------------------------------------------------------------------------
</TABLE>
(1)    The 1993 Stock Option Plan, as amended ("1993 Plan") authorizes the
       issuance of an aggregate of 3,500,000 shares of Class A Common Stock,
       $.001 par value, of MobileMedia Corporation (the "Company")(the "Common
       Stock"), of which 1,400,000 shares are being registered hereunder. All of
       the shares which are being registered hereunder are available for future
       grants under the 1993 Plan.

(2)    Estimated solely for the purpose of calculating the registration fee
       pursuant to Rule 457(h). The Proposed Maximum Aggregate Offering Price is
       the average of the high and low sales price of the Common Stock in the
       over-the-counter market, as reported on the Nasdaq National Market, on
       July 25, 1996 (which were $9.00 and $8.00 respectively.)

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

Proposed sale to take place as soon after the effective date of the Registration
         Statement as options granted under the 1993 Plan are exercised.

                                  Total Pages 9
                             Exhibit Index on Page 5
<PAGE>

PROSPECTUS SUPPLEMENT
                                  THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS
                                   COVERING SECURITIES THAT HAVE BEEN REGISTERED
                                                UNDER THE SECURITIES ACT OF 1933

                           1,400,000 ADDITIONAL SHARES
                             3,500,000 TOTAL SHARES
                             MOBILEMEDIA CORPORATION
                         COMMON STOCK ISSUABLE UNDER THE
                             1993 STOCK OPTION PLAN
                           OF MOBILEMEDIA CORPORATION

     This Prospectus Supplement relates to, amends and supplements the
Prospectus dated December 18, 1995 (the "Prospectus") concerning the shares of
the Class A Common Stock, par value $.001 per share (the "Common Stock"), of
MobileMedia Corporation (the "Company"), reserved for issuance from time to time
in connection with the 1993 Stock Option Plan of MobileMedia Corporation (the
"Option Plan"). The Company will provide a copy of the Prospectus without charge
to each participant in the Option Plan, upon written or oral request made to
Kenneth R. McVay, Senior Vice President, General Counsel and Secretary,
MobileMedia Corporation, 65 Challenger Road, Ridgefield Park, New Jersey 07660
(Telephone Number (201) 440-8400).

                          AMENDMENT TO THE OPTION PLAN

Increase in Number of Shares

     On February 21, 1996 and May 21, 1996, the Board of Directors adopted, and
on May 21, 1996 the Company's stockholders approved, an amendment to the Option
Plan (the "Amendment") increasing the number of shares reserved for issuance
thereunder by 1,400,000 shares to a total of 3,500,000, in order to ensure a
sufficient reserve of shares to permit further option grants to eligible
participants under the Option Plan. The Amendment was approved by the
stockholders of the Company at the Annual Meeting of Stockholders held on May
21, 1996.

Eligibility to Participate

     The Amendment also provides that an officer or key employee (as determined
by the Committee) of the Company and its Subsidiaries, as defined in the Option
Plan, other than non-employee directors of the Company and members of the
Committee (an "Eligible Employee"), is eligible to be granted options under the
Option Plan. Status as an Eligible Employee will not be construed as a
commitment that any option will be granted under the Option Plan. Subsidiaries
of the Company include any corporation in an unbroken chain of corporations
beginning with the Company if each of the corporations other than the last
corporation in the unbroken chain then owns stock possessing 50% or more of the
total combined voting power of all classes of stock in one of the other
corporations in such chain. The Committee will, in its discretion, grant options
to Eligible Employees and will determine the terms of such options and the
number of shares for which each may be exercised; provided, however, that the
maximum number of shares which may be subject to Options granted under the
Option Plan to any Eligible Employee in any calendar year shall not exceed
500,000. More than one option may be granted to an Eligible Employee. Options
may be incentive stock options or nonqualified stock options.

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

     Neither of the Prospectus nor this Prospectus Supplement covers resales of
shares acquired under the Option Plan. However, persons who are not officers or
directors of the Company ordinarily may publicly resell shares acquired
hereunder without compliance with Rule 144 promulgated under the Securities Act
of 1933, as amended (the "Act"), or registration under the Act in reliance on
Section 4(1) of the Act. Officers or directors of the Company or persons who are
deemed to be affiliates of the Company ordinarily may publicly resell shares
acquired hereunder by complying with the provisions of Rule 144, excluding the
two-year holding period imposed by Rule 144, or registration under the Act.


<PAGE>

     An officer or director of the Company who sells shares of the Common Stock
of the Company received upon exercise of an option within six months after
receipt of such option under any Plan may be obligated under Section 16(b) of
the Exchange Act, and the Rules and Regulations of the Securities and Exchange
Commission (the "Commission") promulgated thereunder, to pay to the Company all
or a portion of any amount of the sales price received for the shares sold in
excess of the price paid for the shares purchased. Officers and directors of the
Company are advised to consult their individual counsel in this regard prior to
the purchase or sale of any such shares.

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

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

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

     No person is authorized to give any information or to make any
representations not contained in this Prospectus Supplement in connection with
the offer contained herein, and if given or made, such information or
representations must not be relied upon as having been authorized by the
Company. This Prospectus Supplement does not constitute an offer to sell or a
solicitation of an offer to buy in any jurisdiction in which, or to any person
to whom, such offer, solicitation or sale may not be lawfully made. Neither this
Prospectus Supplement nor any sale made hereunder shall, under any
circumstances, create any implication that there has been no change in the
affairs of the Company since the date hereof.

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

                    THE DATE OF THIS PROSPECTUS SUPPLEMENT IS
                                July 31, 1996


                                     2

<PAGE>

                                      PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The information called for in Part I of Form S-8 is not being filed with or
included in this Form S-8 (by incorporation by reference or otherwise) in
accordance with the rules and regulations of the Securities and Exchange
Commission (the "Commission").

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

INCORPORATION OF PRIOR REGISTRATION STATEMENT

     This Registration Statement covers 1,400,000 additional securities
registered for issuance under the 1993 Stock Option Plan of MobileMedia
Corporation (the "1993 Plan"). On February 21, 1996 and May 21, 1996 the Board
of Directors adopted, and on May 21, 1996 the Company's stockholders approved,
an amendment to the 1993 Plan which increased the number of shares reserved for
issuance thereunder by 1,400,000 shares to a total of 3,500,000 shares. A prior
Registration Statement on Form S-8 covering an aggregate of 2,100,000 shares
under the 1993 Plan was filed with the Commission on December 18, 1995
(Registration Statement No. 33-80555). The contents of this prior registration
statement are incorporated by reference to the extent not modified or superseded
thereby or by any subsequently filed document which is incorporated by reference
herein or therein.

Item 3. Incorporation of Documents by Reference.

     The following documents of the Company filed with the Commission are
incorporated herein by reference:

          (a) Annual Report on Form 10-K for the fiscal year ended December 31,
     1995, filed by MobileMedia Corporation (the "Company") with the Commission;

          (b) Quarterly Report on Form 10-Q for the fiscal quarter ended March
     31, 1996, filed by the Company with the Commission;

          (c) Current Report on Form 8-K dated September 13, 1995, as amended by
     Form 8-K/A (Amendment No. 1) dated January 4, 1996 and Form 8-K/A
     (Amendment No. 2) dated March 19, 1996;

          (d) Current Report on Form 8-K dated June 26, 1996; and

          (e) The description of the Company's Common Stock contained in the
     Form 8-A Registration Statement used to register the Common Stock and filed
     with the Commission (file No. 0-26320), which was declared effective by the
     Commission on July 6, 1995, including any subsequently filed amendments and
     reports updating such description.

     In addition to the foregoing documents, all documents subsequently filed by
the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), after the date of this
Registration Statement and prior to the filing of a post-effective


                                        2
<PAGE>

amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of the
filing of such documents. 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 other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

Item 4.  Description of Securities.

         Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

     The consolidated financial statements of the Company appearing in its
Annual Report on Form 10-K for the year ended December 31, 1995 have been
audited by Ernst & Young LLP, independent auditors, as set forth in their report
thereon included therein and incorporated herein by reference. Such consolidated
financial statements are incorporated herein by reference in reliance upon such
report given upon the authority of such firm as experts in accounting and
auditing.

Item 8.  Exhibits.

4(a)     Amendment to the MobileMedia Corporation 1993 Stock Option Plan.

5        Opinion of Latham & Watkins

23(a)    Consent of Latham & Watkins (included in Exhibit 5).

23(b)    Consent of Ernst & Young LLP.

24(a)    Power of Attorney (included on page 4 of this Registration Statement).


                                        3
<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 Ridgefield Park, State of New Jersey on this
31 day of July, 1996.

                                        MobileMedia Corporation,
                                        a Delaware corporation

                                        By: s\DAVID A. BAYER
                                        ------------------------------------
                                              David A. Bayer
                                              Acting Chief Executive Officer

                                POWER OF ATTORNEY

     Each person whose signature appears below authorizes David A. Bayer and
Santo J. Pittsman and either of them, with full power of substitution and
resubstitution, his true and lawful attorneys-in-fact, for him in any and all
capacities, to sign any amendments (including post-effective amendments) to this
Registration Statement and to file the same, with exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission.

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

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


s\David A. Bayer       Acting Chief Executive Officer and     July 31, 1996
- ---------------------  Director (Principal Executive Officer)
   David A. Bayer    

s\Santo J. Pittsman    Chief Financial Officer and Senior     July 31, 1996
- ---------------------  Vice President (Principal Financial
   Santo J. Pittsman   and Accounting Officer)            
                                                  
s\Clifford A. Bean     Director                               July 31, 1996
- ---------------------  
   Clifford A. Bean

s\John L. Bunce, Jr.   Director                               July 31, 1996
- ---------------------  
   John L. Bunce, Jr.

s\Mitchell R. Cohen    Director                               July 31, 1996
- ---------------------  
   Mitchell R. Cohen

s\Tully M. Friedman    Director                               July 31, 1996
- ---------------------  
   Tully M. Friedman

s\F. Warren Hellman    Director                               July 31, 1996
- ---------------------  
   F. Warren Hellman


                                        4
<PAGE>

                                INDEX TO EXHIBITS

Exhibit                                                                    
Number                                                                     Page
- ------                                                                     ----

4(a)  Amendment to the MobileMedia Corporation 1993 Stock Option Plan         6

5     Opinion of Latham & Watkins.                                            8

23(a) Consent of Latham & Watkins (included in Exhibit 5).                   --

23(b) Consent of Ernst & Young LLP.                                           9

24    Power of Attorney (included on page 4 of this Registration Statement)  --


                                        5
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 19007}]
{"company-data": {"conformed-name": "MOBILEMEDIA CORP", "cik": "0000912091", "assigned-sic": "4812", "irs-number": "223253006", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-09431", "film-number": "96602799"}, "business-address": {"street1": "65 CHALLENGER RD", "city": "RIDGEFIELD", "state": "NJ", "zip": "07660", "phone": "2014408400"}, "mail-address": {"street1": "65 CHALLENGER ROAD", "city": "RIDGERFIELD PARK", "state": "NJ", "zip": "07660"}}
As Filed with the Securities and Exchange Commission on August 1, 1996
                                                      Registration No. 333-_____
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

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

                             MobileMedia Corporation
             (Exact name of Registrant as specified in its charter)

              Delaware                                    22-3253006
   (State or other jurisdiction of                     (I.R.S. Employer
   incorporation or organization)                     Identification No.)
                                            
                           ---------------------------

                               65 Challenger Road
                          Ridgefield, New Jersey 07660
           (Address of Principal Executive Offices including Zip Code)

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

                             1993 STOCK OPTION PLAN
                            (Full title of the plan)

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

 KENNETH R. MCVAY, SENIOR VICE PRESIDENT                Copy to:
           AND GENERAL COUNSEL                  KENNETH M. POOVEY, ESQ.
         MOBILEMEDIA CORPORATION                   LATHAM & WATKINS
           65 Challenger Road              505 Montgomery Street, Suite 1900
      Ridgefield, New Jersey 07660          San Francisco, California 94111
             (201) 440-8400                         (415) 391-0600

              (Name and address, including zip code, and telephone
               number, including area code, of agent for service)

                           ---------------------------
- -----------------------------------------------------------------------------------------------------------------------
                                           CALCULATION OF REGISTRATION FEE
- -----------------------------------------------------------------------------------------------------------------------
                                                                              
                                                             Proposed              Proposed      
                                           Amount             Maximum               Maximum              Amount of
         Title of Securities                to be         Offering Price      Aggregate Offering       Registration
          to be Registered              Registered(1)        Per Share               Price                  Fee
- -----------------------------------------------------------------------------------------------------------------------
Class A Common Stock, $.001 par
value                                     1,400,000        $     8.50(2)        $ 11,900,000(2)         $    4,103   
- -----------------------------------------------------------------------------------------------------------------------

- -----------------------------------------------------------------------------------------------------------------------
(1)    The 1993 Stock Option Plan, as amended ("1993 Plan") authorizes the
       issuance of an aggregate of 3,500,000 shares of Class A Common Stock,
       $.001 par value, of MobileMedia Corporation (the "Company")(the "Common
       Stock"), of which 1,400,000 shares are being registered hereunder. All of
       the shares which are being registered hereunder are available for future
       grants under the 1993 Plan.

(2)    Estimated solely for the purpose of calculating the registration fee
       pursuant to Rule 457(h). The Proposed Maximum Aggregate Offering Price is
       the average of the high and low sales price of the Common Stock in the
       over-the-counter market, as reported on the Nasdaq National Market, on
       July 25, 1996 (which were $9.00 and $8.00 respectively.)

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

Proposed sale to take place as soon after the effective date of the Registration
         Statement as options granted under the 1993 Plan are exercised.

                                  Total Pages 9
                             Exhibit Index on Page 5
PROSPECTUS SUPPLEMENT
                                  THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS
                                   COVERING SECURITIES THAT HAVE BEEN REGISTERED
                                                UNDER THE SECURITIES ACT OF 1933

                           1,400,000 ADDITIONAL SHARES
                             3,500,000 TOTAL SHARES
                             MOBILEMEDIA CORPORATION
                         COMMON STOCK ISSUABLE UNDER THE
                             1993 STOCK OPTION PLAN
                           OF MOBILEMEDIA CORPORATION

     This Prospectus Supplement relates to, amends and supplements the
Prospectus dated December 18, 1995 (the "Prospectus") concerning the shares of
the Class A Common Stock, par value $.001 per share (the "Common Stock"), of
MobileMedia Corporation (the "Company"), reserved for issuance from time to time
in connection with the 1993 Stock Option Plan of MobileMedia Corporation (the
"Option Plan"). The Company will provide a copy of the Prospectus without charge
to each participant in the Option Plan, upon written or oral request made to
Kenneth R. McVay, Senior Vice President, General Counsel and Secretary,
MobileMedia Corporation, 65 Challenger Road, Ridgefield Park, New Jersey 07660
(Telephone Number (201) 440-8400).

                          AMENDMENT TO THE OPTION PLAN

Increase in Number of Shares

     On February 21, 1996 and May 21, 1996, the Board of Directors adopted, and
on May 21, 1996 the Company's stockholders approved, an amendment to the Option
Plan (the "Amendment") increasing the number of shares reserved for issuance
thereunder by 1,400,000 shares to a total of 3,500,000, in order to ensure a
sufficient reserve of shares to permit further option grants to eligible
participants under the Option Plan. The Amendment was approved by the
stockholders of the Company at the Annual Meeting of Stockholders held on May
21, 1996.

Eligibility to Participate

     The Amendment also provides that an officer or key employee (as determined
by the Committee) of the Company and its Subsidiaries, as defined in the Option
Plan, other than non-employee directors of the Company and members of the
Committee (an "Eligible Employee"), is eligible to be granted options under the
Option Plan. Status as an Eligible Employee will not be construed as a
commitment that any option will be granted under the Option Plan. Subsidiaries
of the Company include any corporation in an unbroken chain of corporations
beginning with the Company if each of the corporations other than the last
corporation in the unbroken chain then owns stock possessing 50% or more of the
total combined voting power of all classes of stock in one of the other
corporations in such chain. The Committee will, in its discretion, grant options
to Eligible Employees and will determine the terms of such options and the
number of shares for which each may be exercised; provided, however, that the
maximum number of shares which may be subject to Options granted under the
Option Plan to any Eligible Employee in any calendar year shall not exceed
500,000. More than one option may be granted to an Eligible Employee. Options
may be incentive stock options or nonqualified stock options.

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

     Neither of the Prospectus nor this Prospectus Supplement covers resales of
shares acquired under the Option Plan. However, persons who are not officers or
directors of the Company ordinarily may publicly resell shares acquired
hereunder without compliance with Rule 144 promulgated under the Securities Act
of 1933, as amended (the "Act"), or registration under the Act in reliance on
Section 4(1) of the Act. Officers or directors of the Company or persons who are
deemed to be affiliates of the Company ordinarily may publicly resell shares
acquired hereunder by complying with the provisions of Rule 144, excluding the
two-year holding period imposed by Rule 144, or registration under the Act.
An officer or director of the Company who sells shares of the Common Stock
of the Company received upon exercise of an option within six months after
receipt of such option under any Plan may be obligated under Section 16(b) of
the Exchange Act, and the Rules and Regulations of the Securities and Exchange
Commission (the "Commission") promulgated thereunder, to pay to the Company all
or a portion of any amount of the sales price received for the shares sold in
excess of the price paid for the shares purchased. Officers and directors of the
Company are advised to consult their individual counsel in this regard prior to
the purchase or sale of any such shares.

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

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

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

     No person is authorized to give any information or to make any
representations not contained in this Prospectus Supplement in connection with
the offer contained herein, and if given or made, such information or
representations must not be relied upon as having been authorized by the
Company. This Prospectus Supplement does not constitute an offer to sell or a
solicitation of an offer to buy in any jurisdiction in which, or to any person
to whom, such offer, solicitation or sale may not be lawfully made. Neither this
Prospectus Supplement nor any sale made hereunder shall, under any
circumstances, create any implication that there has been no change in the
affairs of the Company since the date hereof.

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

                    THE DATE OF THIS PROSPECTUS SUPPLEMENT IS
                                July 31, 1996

                                     2
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The information called for in Part I of Form S-8 is not being filed with or
included in this Form S-8 (by incorporation by reference or otherwise) in
accordance with the rules and regulations of the Securities and Exchange
Commission (the "Commission").

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

INCORPORATION OF PRIOR REGISTRATION STATEMENT

     This Registration Statement covers 1,400,000 additional securities
registered for issuance under the 1993 Stock Option Plan of MobileMedia
Corporation (the "1993 Plan"). On February 21, 1996 and May 21, 1996 the Board
of Directors adopted, and on May 21, 1996 the Company's stockholders approved,
an amendment to the 1993 Plan which increased the number of shares reserved for
issuance thereunder by 1,400,000 shares to a total of 3,500,000 shares. A prior
Registration Statement on Form S-8 covering an aggregate of 2,100,000 shares
under the 1993 Plan was filed with the Commission on December 18, 1995
(Registration Statement No. 33-80555). The contents of this prior registration
statement are incorporated by reference to the extent not modified or superseded
thereby or by any subsequently filed document which is incorporated by reference
herein or therein.

Item 3. Incorporation of Documents by Reference.

     The following documents of the Company filed with the Commission are
incorporated herein by reference:

          (a) Annual Report on Form 10-K for the fiscal year ended December 31,
     1995, filed by MobileMedia Corporation (the "Company") with the Commission;

          (b) Quarterly Report on Form 10-Q for the fiscal quarter ended March
     31, 1996, filed by the Company with the Commission;

          (c) Current Report on Form 8-K dated September 13, 1995, as amended by
     Form 8-K/A (Amendment No. 1) dated January 4, 1996 and Form 8-K/A
     (Amendment No. 2) dated March 19, 1996;

          (d) Current Report on Form 8-K dated June 26, 1996; and

          (e) The description of the Company's Common Stock contained in the
     Form 8-A Registration Statement used to register the Common Stock and filed
     with the Commission (file No. 0-26320), which was declared effective by the
     Commission on July 6, 1995, including any subsequently filed amendments and
     reports updating such description.

     In addition to the foregoing documents, all documents subsequently filed by
the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), after the date of this
Registration Statement and prior to the filing of a post-effective

                                        2
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of the
filing of such documents. 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 other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

Item 4.  Description of Securities.

         Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

     The consolidated financial statements of the Company appearing in its
Annual Report on Form 10-K for the year ended December 31, 1995 have been
audited by Ernst & Young LLP, independent auditors, as set forth in their report
thereon included therein and incorporated herein by reference. Such consolidated
financial statements are incorporated herein by reference in reliance upon such
report given upon the authority of such firm as experts in accounting and
auditing.

Item 8.  Exhibits.

4(a)     Amendment to the MobileMedia Corporation 1993 Stock Option Plan.

5        Opinion of Latham & Watkins

23(a)    Consent of Latham & Watkins (included in Exhibit 5).

23(b)    Consent of Ernst & Young LLP.

24(a)    Power of Attorney (included on page 4 of this Registration Statement).

                                        3
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 Ridgefield Park, State of New Jersey on this
31 day of July, 1996.

                                        MobileMedia Corporation,
                                        a Delaware corporation

                                        By: s\DAVID A. BAYER
                                        ------------------------------------
                                              David A. Bayer
                                              Acting Chief Executive Officer

                                POWER OF ATTORNEY

     Each person whose signature appears below authorizes David A. Bayer and
Santo J. Pittsman and either of them, with full power of substitution and
resubstitution, his true and lawful attorneys-in-fact, for him in any and all
capacities, to sign any amendments (including post-effective amendments) to this
Registration Statement and to file the same, with exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission.

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

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

s\David A. Bayer       Acting Chief Executive Officer and     July 31, 1996
- ---------------------  Director (Principal Executive Officer)
   David A. Bayer    

s\Santo J. Pittsman    Chief Financial Officer and Senior     July 31, 1996
- ---------------------  Vice President (Principal Financial
   Santo J. Pittsman   and Accounting Officer)            
                                                  
s\Clifford A. Bean     Director                               July 31, 1996
- ---------------------  
   Clifford A. Bean

s\John L. Bunce, Jr.   Director                               July 31, 1996
- ---------------------  
   John L. Bunce, Jr.

s\Mitchell R. Cohen    Director                               July 31, 1996
- ---------------------  
   Mitchell R. Cohen

s\Tully M. Friedman    Director                               July 31, 1996
- ---------------------  
   Tully M. Friedman

s\F. Warren Hellman    Director                               July 31, 1996
- ---------------------  
   F. Warren Hellman

                                        4
INDEX TO EXHIBITS

Exhibit                                                                    
Number                                                                     Page
- ------                                                                     ----

4(a)  Amendment to the MobileMedia Corporation 1993 Stock Option Plan         6

5     Opinion of Latham & Watkins.                                            8

23(a) Consent of Latham & Watkins (included in Exhibit 5).                   --

23(b) Consent of Ernst & Young LLP.                                           9

24    Power of Attorney (included on page 4 of this Registration Statement)  --

                                        5