<PAGE>

     As filed with the Securities and Exchange Commission on April 2, 2002.

                                                           Registration No. 333-

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


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


                              CONSTELLATION 3D INC.
             (Exact Name of Registrant as Specified in its Charter)

<TABLE>
<S>                                                  <C>
              Delaware                                       13-4064492
    (State or other jurisdiction                          (I.R.S. Employer
  of incorporation or organization)                    Identification number)


  805 Third Avenue - 14th Floor New York, NY                     10022
   (Address of principal executive offices)                   (Zip Code)

 Consulting Agreement By And Between Raymond P. Tellini and Constellation 3D, Inc.

</TABLE>

                            (Full Title of the Plans)

                            Eugene Levich, President
                             Constellation 3D, Inc.
                          805 Third Avenue - 14th Floor
                               New York, NY 10022
                     (Name and Address of Agent for Service)

                                 (212) 308-3572
          (Telephone Number, including Area Code, of Agent for Service)

                               ------------------
                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>

===================================================================================================================
                                                                Proposed            Proposed
                                                                Maximum             Maximum           Amount of
Title of Securities                        Amount To be       Offering Price       Aggregate         Registration
To be Registered                            Registered        Per Share (1)    Offering Price(1)         Fee
----------------                            ----------        -------------    -----------------         ---
<S>                                        <C>                    <C>               <C>
Common Stock,  par value $.00001           290,000 shares         $0.32             $92,800             $59.74
owned by Raymond P. Tellini



                                                                                                 Total: $59.74
</TABLE>


(1) Computed pursuant to Rule 457(c) of the Securities Act of 1933, as amended,
solely for the purpose of calculating the registration fee and not as a
representation as to any actual proposed price. The offering price per share,
maximum aggregate offering price and registration fee is based upon the average
closing sales price for the common stock on March 28, 2002.

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




<PAGE>

                                EXPLANATORY NOTE

         We have prepared this registration statement in accordance with the
requirements of Form S-8 under the Securities Act to register shares of our
common stock issued pursuant to the Consulting Agreement By And Between Raymond
P. Tellini and Constellation 3D, Inc. for services provided.



                                     PART I
                              INFORMATION REQUIRED
                         IN THE SECTION 10(A) PROSPECTUS

         We will send or give the documents containing the information specified
in Part I of Form S-8 to the service providers/consultants as specified by
Securities and Exchange Commission Rule 428(b)(1) under the Securities Act. We
do not need to file these documents with the Securities and Exchange Commission
either as part of this registration statement or as prospectuses or prospectus
supplements under Rule 424 of the Securities Act.


                                     PART II
                              INFORMATION REQUIRED
                          IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference.

The following documents are incorporated into this registration statement by
reference:

         (1) The registrant's latest annual report on Form 10-K for the fiscal
year ended December 31, 2000 (the "Annual Report"), filed pursuant to Section 13
of the Securities Exchange Act of 1934, as amended (the "Securities Exchange
Act");

         (2) The registrant's quarterly reports on Form 10-Q for the quarters
ended March 31, 2001, June 30, 2001 and September 30, 2001;

         (3) All other reports filed by the registrant pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act since the end of the fiscal year covered
by the annual report referred to in (1), above;

         (4) A description of the registrant's common stock, par value $.00001
per share (the "Common Stock"), and related matters included in the registrant's
registration statement on Form S-3 filed on September 7, 2001 under the
Securities Exchange Act, and any amendment or report filed for the purpose of
updating such description; and

         (5) A description of the registrant's common stock, par value $.00001
per share (the "Common Stock"), and related matters included in the registrant's
registration statement on Form S-3 filed on December 13, 2001 under the
Securities Exchange Act, and any amendment or report filed for the purpose of
updating such description

         All documents subsequently filed by the registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act 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 securities offered by this
registration statement have been sold or which deregisters all securities then
remaining unsold shall be deemed to be incorporated by reference into this
registration statement and to be a part hereof from the date of filing of such
documents.



                                      II-1





<PAGE>

         Any statement contained in a document incorporated or deemed to be
incorporated herein by reference 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 herein by reference 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.  Interest of Named Experts and Counsel

         Michael Goldberg, the Company's Director of Legal Affairs served as
counsel to the registrant in connection with the preparation of this
registration statement. The opinion of Michael Goldberg as to the validity of
the shares of common stock offered hereby is included as Exhibit 5.1 to this
registration statement.

Item 6.  Indemnification of Directors and Officers

         Delaware law currently permits a corporation to limit the personal
liability of a director to the corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director, except for any breach of the
duty of loyalty to the corporation or its stockholders, acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law; violation of Section 174 of the Delaware General Corporation Law (the
"DGCL"), any transaction from which the director derived an improper personal
benefit or any act or omission prior to the adoption of such a provision in the
certificate of incorporation. Our certificate of incorporation provides that no
directors will be liable to us or any of our stockholders for breach of any
fiduciary or other duty as a director, to the extent permitted by Delaware law
(as it is now or later in effect).

         Delaware law generally permits a corporation to indemnify its directors
and officers against expenses, judgments, fines and amounts paid in settlement
actually and reasonably incurred in connection with a third-party action, other
than a derivative action, and against expenses actually and reasonably incurred
in the defense or settlement of a derivative action. However, there must be a
determination that the individual must have acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best interests of the
corporation or, with respect to a criminal action, had no reasonable cause to
believe his conduct was unlawful. This determination is made, in the case of an
individual who is a director or officer at the time of the determination, by:

         - a majority of the directors not a party to the action, even though
           less than a quorum;

         - a committee of such directors designated by a majority vote of such
           directors, even though less than a quorum;

         - independent legal counsel in a written opinion; or

         - a majority vote of the stockholders, at a meeting at which a quorum
           is present.

         Without court approval, however, no indemnification may be made in
respect of any derivative action in which the individual is adjudged liable to
the corporation.

         Delaware law requires indemnification of directors and officers for
reasonable expenses relating to a successful defense on the merits or otherwise
of a derivative or third-party action.



                                      II-2




<PAGE>

         Delaware law permits a corporation to advance expenses relating to the
defense of any proceeding to directors and officers contingent upon that
individuals' commitment to repay any advances unless it is determined ultimately
that indemnification is proper.

         Under Delaware law, subject to public policy issues, a corporation may
provide for more favorable indemnification and advancement of expenses than
provided by statute through bylaw, agreement, vote of stockholders,
disinterested directors or otherwise.

         Article V of the Bylaws of the Corporation contains the detailed
description of the Corporation's power to indemnify its directors and officers
to the fullest extent not prohibited by Section 145 of the DGCL or other
applicable law.

         Pursuant to Section 501 of the Bylaws, the Corporation shall, with
certain exceptions, indemnify its directors and officers who were or are a party
or are threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (whether or not such action, suit or proceeding arises or arose by
or in the right of the Corporation or other entity) by reason of the fact that
such director or officer is or was a director or officer of the Corporation or
is or was serving at the request of the Corporation as a director, officer,
employee, general partner, agent or fiduciary of another corporation,
partnership, joint venture, trust or other enterprise, against expenses
(including, but not limited to, reasonable attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by such director
or officer in connection with such II-1 action, suit or proceeding. A director
or officer of the Corporation entitled to indemnification under Section 501 is
hereafter called a "person covered by Section 501 hereof".

         Pursuant to Section 502 of the Bylaws, expenses incurred by a person
covered by Section 501 hereof in defending a threatened, pending or completed
civil or criminal, administrative or investigative action, suit or proceeding
shall be paid by the Corporation in advance of the final disposition of such
action, suit or proceeding upon receipt of an undertaking by or on behalf of
such person to repay such amount if it is ultimately determined that such person
is not entitled to be indemnified by the Corporation.

         Section 503 of the Bylaws provides that no indemnification or
advancement or reimbursement of expenses shall be provided to a person covered
by Section 501 hereof: (a) if a final unappealable judgment or award establishes
that such director or officer engaged in intentional misconduct or a transaction
from which the director or officer derived an improper personal benefit; (b) for
expenses or liabilities of any type whatsoever (including, but not limited to,
judgments, fines, and amounts paid in settlement) which have been paid directly
to, or for the benefit of, such person by an insurance carrier under a policy of
officers' and directors' liability insurance whose premiums are paid for by the
Corporation or by an individual or entity other than such director or officer;
(c) for amounts paid in settlement of any threatened, pending or completed
action, suit or proceeding without the written consent of the Corporation, which
written consent shall not be unreasonably withheld; and (d) to the extent such
indemnification, advancement or reimbursement of expenses would be prohibited by
Section 145 of the DGCL or other applicable law. The indemnification and
advancement or reimbursement of expenses granted pursuant to Article V of the
Bylaws continues as to a person who has ceased to be a director or officer of
the Corporation, and will inure to the benefit of the heirs, executors and
administrators of such person. The indemnification and advancement or
reimbursement of expenses provided pursuant to Article V is not exclusive of any
other rights to which those seeking indemnification or advancement or
reimbursement of expenses may be entitled under any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise. The Corporation may, to
the fullest extent not prohibited by Section 145 of the DGCL or other applicable
law, indemnify, and advance or reimburse expenses for, persons in all situations
other than those covered by Article V of the Bylaws.

         For its directors and officers, the Corporation has obtained Directors
and Officers Liability and Reimbursement Insurance from Zurich American
Insurance Company. The current insurance policy coverage is for the period from
March 15, 2001 until April 15, 2002. The annual premium was $130,000 plus an
extension fee. The Corporation has no other arrangements specifically providing
for indemnification of its officers or directors, and the




                                      II-3





<PAGE>

Corporation has no arrangements for the indemnification of its controlling
persons. Section Thirteenth of the Corporation's Certificate of Incorporation
provides that a director of the Corporation shall not be personally liable to
the Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the Corporation or its stockholders; (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law; (iii) under Section 174 of the DGCL; or (iv) for any
transaction from which the director derived any improper personal benefit.
Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to the Corporation's directors or officers pursuant to the
foregoing provisions, the Corporation has been informed that in the opinion of
the SEC such indemnification is against public policy as expressed in the
Securities Act and is therefore unenforceable. In the event that the
Corporation's director or officer asserts a claim for indemnification by the
Corporation against such liabilities (other than the payment of expenses
incurred or paid by a director or officer in the successful defense of any
action, suit, or proceeding) in connection with the securities being registered,
the Corporation will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate II-2
jurisdiction the question whether such indemnification by the Corporation is
against pubic policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.

         The above discussion of the Corporation's Bylaws, Certificate of
Incorporation and of Section 145 of the DGCL is not intended to be exhaustive
and is respectively qualified in its entirety by such Bylaws, Certificate of
Incorporation and statute.

         At present, there is no pending litigation or proceeding involving a
director or officer of the registrant as to which indemnification is being
sought, nor are we aware of any threatened litigation that may result in claims
for indemnification by any officer or director.

Item 7. Exemption from Registration Claimed: Not applicable.

Item 8. Exhibits

         The following is a complete list of exhibits filed as a part of this
registration statement and which are incorporated in this registration
statement.

<TABLE>
     <S>          <C>
         4.1      Amended and Restated Certificate of Incorporation of
                  Constellation 3D, Inc. (incorporated herein by reference to
                  the Constellation 3D, Inc. Annual Report on Form 10-K for
                  2000, filed with the Securities and Exchange Commission on
                  April 2, 2001.

         4.2      Amended and Restated Bylaws of Constellation 3D, Inc.
                  (incorporated herein by reference to Constellation 3D, Inc.
                  Annual Report on Form 10-K for 2000, filed with the Securities
                  and Exchange Commission on April 2, 2001.

         4.3      Consulting Agreement By And Between Raymond P. Tellini and
                  Constellation 3D, Inc. dated March 26, 2002.

         5.1      Opinion of Director of Legal Affairs regarding legality of the
                  securities covered by this registration statement.

         23.1     Consent of Michael Goldberg, Esq., counsel for Constellation
                  3D, Inc., to the use of its opinion with respect to the
                  legality of the securities covered by this registration
                  statement and to the references to such counsel in this
                  registration statement (contained in the opinion filed as
                  Exhibit 5.1 to this registration statement).

         23.2     Consent of BDO Seidman, LLP, independent auditors.

</TABLE>



                                      II-4





<PAGE>

Item 9.  Undertakings

         (a) The undersigned registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:

             (i)   To include any prospectus required by Section 10(a)(3) of 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. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the United States Securities and Exchange Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price represent no more
than 20 percent change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration statement.

             (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 the registration statement;

PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) shall 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 Securities Exchange Act that are incorporated
by reference in this registration statement.

         (2) 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.

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

         (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Act, each filing of the registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Securities 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 therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

         (c) Insofar as indemnification for liabilities arising under the 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 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 Act and will be governed by the final adjudication of
such issue.



                                      II-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, the hereunto duly
authorized, in the City of New York, State of New York, on April 1, 2002.


                                       Constellation 3D, Inc.



                                       By: /s/ Leonardo Berezowsky
                                           -----------------------
                                           Name: Leonardo Berezowsky
                                           Title: Chief Financial Officer



                                      II-6






<PAGE>


                                  EXHIBIT INDEX

         The following is a complete list of exhibits filed as a part of this
registration statement and which are incorporated herein.

<TABLE>
<CAPTION>

         Exhibit No.                Description
         -----------                -----------
         <S>      <C>
         4.1      Amended and Restated Certificate of Incorporation of
                  Constellation 3D, Inc. (incorporated herein by reference to
                  the Constellation 3D, Inc. Annual Report on Form 10-K for
                  2000, filed with the Securities and Exchange Commission on
                  April 2, 2001.

         4.2      Amended and Restated Bylaws of Constellation 3D, Inc.
                  (incorporated herein by reference to Constellation 3D, Inc.
                  Annual Report on Form 10-K for 2000, filed with the Securities
                  and Exchange Commission on April 2, 2001.

         4.3      Consulting Agreement By And Between Raymond P. Tellini and
                  Constellation 3D, Inc. dated March 26, 2002.

         5.1      Opinion and Consent of Director of Legal Affairs, regarding
                  legality of the securities covered by this registration
                  statement.

         23.1     Consent of Michael Goldberg, Esq., counsel for Constellation
                  3D, Inc., to the use of its opinion with respect to the
                  legality of the securities covered by this registration
                  statement and to the references to such counsel in this
                  registration statement (contained in the opinion filed as
                  Exhibit 5.1 to this registration statement).

         23.2     Consent of BDO Seidman, LLP, independent auditors.

</TABLE>



                                      II-7
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{"company-data": {"conformed-name": "CONSTELLATION 3D INC", "cik": "0001080290", "assigned-sic": "3572", "irs-number": "134064492", "state-of-incorporation": "FL", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-85358", "film-number": "02599396"}, "business-address": {"street1": "230 PARK AVENUE", "street2": "SUITE 453", "city": "NEW YORK", "state": "NY", "zip": "10169", "phone": "9545683007"}, "mail-address": {"street1": "230 PARK AVENUE", "street2": "SUITE 453", "city": "NEW YORK", "state": "NY", "zip": "10169"}, "former-company": [{"former-conformed-name": "C3D INC", "date-changed": "19991109"}, {"former-conformed-name": "LATIN VENTURE PARTNERS INC", "date-changed": "19991109"}]}
As filed with the Securities and Exchange Commission on April 2, 2002.

                                                           Registration No. 333-

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                              CONSTELLATION 3D INC.
             (Exact Name of Registrant as Specified in its Charter)
Delaware                                       13-4064492
    (State or other jurisdiction                          (I.R.S. Employer
  of incorporation or organization)                    Identification number)

  805 Third Avenue - 14th Floor New York, NY                     10022
   (Address of principal executive offices)                   (Zip Code)

 Consulting Agreement By And Between Raymond P. Tellini and Constellation 3D, Inc.
(Full Title of the Plans)

                            Eugene Levich, President
                             Constellation 3D, Inc.
                          805 Third Avenue - 14th Floor
                               New York, NY 10022
                     (Name and Address of Agent for Service)

                                 (212) 308-3572
          (Telephone Number, including Area Code, of Agent for Service)

                               ------------------
                         CALCULATION OF REGISTRATION FEE
===================================================================================================================
                                                                Proposed            Proposed
                                                                Maximum             Maximum           Amount of
Title of Securities                        Amount To be       Offering Price       Aggregate         Registration
To be Registered                            Registered        Per Share (1)    Offering Price(1)         Fee
----------------                            ----------        -------------    -----------------         ---
Common Stock,  par value $.00001           290,000 shares         $0.32             $92,800             $59.74
owned by Raymond P. Tellini

                                                                                                 Total: $59.74
(1) Computed pursuant to Rule 457(c) of the Securities Act of 1933, as amended,
solely for the purpose of calculating the registration fee and not as a
representation as to any actual proposed price. The offering price per share,
maximum aggregate offering price and registration fee is based upon the average
closing sales price for the common stock on March 28, 2002.

================================================================================
EXPLANATORY NOTE

         We have prepared this registration statement in accordance with the
requirements of Form S-8 under the Securities Act to register shares of our
common stock issued pursuant to the Consulting Agreement By And Between Raymond
P. Tellini and Constellation 3D, Inc. for services provided.

                                     PART I
                              INFORMATION REQUIRED
                         IN THE SECTION 10(A) PROSPECTUS

         We will send or give the documents containing the information specified
in Part I of Form S-8 to the service providers/consultants as specified by
Securities and Exchange Commission Rule 428(b)(1) under the Securities Act. We
do not need to file these documents with the Securities and Exchange Commission
either as part of this registration statement or as prospectuses or prospectus
supplements under Rule 424 of the Securities Act.

                                     PART II
                              INFORMATION REQUIRED
                          IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

The following documents are incorporated into this registration statement by
reference:

         (1) The registrant's latest annual report on Form 10-K for the fiscal
year ended December 31, 2000 (the "Annual Report"), filed pursuant to Section 13
of the Securities Exchange Act of 1934, as amended (the "Securities Exchange
Act");

         (2) The registrant's quarterly reports on Form 10-Q for the quarters
ended March 31, 2001, June 30, 2001 and September 30, 2001;

         (3) All other reports filed by the registrant pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act since the end of the fiscal year covered
by the annual report referred to in (1), above;

         (4) A description of the registrant's common stock, par value $.00001
per share (the "Common Stock"), and related matters included in the registrant's
registration statement on Form S-3 filed on September 7, 2001 under the
Securities Exchange Act, and any amendment or report filed for the purpose of
updating such description; and

         (5) A description of the registrant's common stock, par value $.00001
per share (the "Common Stock"), and related matters included in the registrant's
registration statement on Form S-3 filed on December 13, 2001 under the
Securities Exchange Act, and any amendment or report filed for the purpose of
updating such description

         All documents subsequently filed by the registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act 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 securities offered by this
registration statement have been sold or which deregisters all securities then
remaining unsold shall be deemed to be incorporated by reference into this
registration statement and to be a part hereof from the date of filing of such
documents.

                                      II-1
Any statement contained in a document incorporated or deemed to be
incorporated herein by reference 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 herein by reference 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.  Interest of Named Experts and Counsel

         Michael Goldberg, the Company's Director of Legal Affairs served as
counsel to the registrant in connection with the preparation of this
registration statement. The opinion of Michael Goldberg as to the validity of
the shares of common stock offered hereby is included as Exhibit 5.1 to this
registration statement.

Item 6.  Indemnification of Directors and Officers

         Delaware law currently permits a corporation to limit the personal
liability of a director to the corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director, except for any breach of the
duty of loyalty to the corporation or its stockholders, acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law; violation of Section 174 of the Delaware General Corporation Law (the
"DGCL"), any transaction from which the director derived an improper personal
benefit or any act or omission prior to the adoption of such a provision in the
certificate of incorporation. Our certificate of incorporation provides that no
directors will be liable to us or any of our stockholders for breach of any
fiduciary or other duty as a director, to the extent permitted by Delaware law
(as it is now or later in effect).

         Delaware law generally permits a corporation to indemnify its directors
and officers against expenses, judgments, fines and amounts paid in settlement
actually and reasonably incurred in connection with a third-party action, other
than a derivative action, and against expenses actually and reasonably incurred
in the defense or settlement of a derivative action. However, there must be a
determination that the individual must have acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best interests of the
corporation or, with respect to a criminal action, had no reasonable cause to
believe his conduct was unlawful. This determination is made, in the case of an
individual who is a director or officer at the time of the determination, by:

         - a majority of the directors not a party to the action, even though
           less than a quorum;

         - a committee of such directors designated by a majority vote of such
           directors, even though less than a quorum;

         - independent legal counsel in a written opinion; or

         - a majority vote of the stockholders, at a meeting at which a quorum
           is present.

         Without court approval, however, no indemnification may be made in
respect of any derivative action in which the individual is adjudged liable to
the corporation.

         Delaware law requires indemnification of directors and officers for
reasonable expenses relating to a successful defense on the merits or otherwise
of a derivative or third-party action.

                                      II-2
Delaware law permits a corporation to advance expenses relating to the
defense of any proceeding to directors and officers contingent upon that
individuals' commitment to repay any advances unless it is determined ultimately
that indemnification is proper.

         Under Delaware law, subject to public policy issues, a corporation may
provide for more favorable indemnification and advancement of expenses than
provided by statute through bylaw, agreement, vote of stockholders,
disinterested directors or otherwise.

         Article V of the Bylaws of the Corporation contains the detailed
description of the Corporation's power to indemnify its directors and officers
to the fullest extent not prohibited by Section 145 of the DGCL or other
applicable law.

         Pursuant to Section 501 of the Bylaws, the Corporation shall, with
certain exceptions, indemnify its directors and officers who were or are a party
or are threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (whether or not such action, suit or proceeding arises or arose by
or in the right of the Corporation or other entity) by reason of the fact that
such director or officer is or was a director or officer of the Corporation or
is or was serving at the request of the Corporation as a director, officer,
employee, general partner, agent or fiduciary of another corporation,
partnership, joint venture, trust or other enterprise, against expenses
(including, but not limited to, reasonable attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by such director
or officer in connection with such II-1 action, suit or proceeding. A director
or officer of the Corporation entitled to indemnification under Section 501 is
hereafter called a "person covered by Section 501 hereof".

         Pursuant to Section 502 of the Bylaws, expenses incurred by a person
covered by Section 501 hereof in defending a threatened, pending or completed
civil or criminal, administrative or investigative action, suit or proceeding
shall be paid by the Corporation in advance of the final disposition of such
action, suit or proceeding upon receipt of an undertaking by or on behalf of
such person to repay such amount if it is ultimately determined that such person
is not entitled to be indemnified by the Corporation.

         Section 503 of the Bylaws provides that no indemnification or
advancement or reimbursement of expenses shall be provided to a person covered
by Section 501 hereof: (a) if a final unappealable judgment or award establishes
that such director or officer engaged in intentional misconduct or a transaction
from which the director or officer derived an improper personal benefit; (b) for
expenses or liabilities of any type whatsoever (including, but not limited to,
judgments, fines, and amounts paid in settlement) which have been paid directly
to, or for the benefit of, such person by an insurance carrier under a policy of
officers' and directors' liability insurance whose premiums are paid for by the
Corporation or by an individual or entity other than such director or officer;
(c) for amounts paid in settlement of any threatened, pending or completed
action, suit or proceeding without the written consent of the Corporation, which
written consent shall not be unreasonably withheld; and (d) to the extent such
indemnification, advancement or reimbursement of expenses would be prohibited by
Section 145 of the DGCL or other applicable law. The indemnification and
advancement or reimbursement of expenses granted pursuant to Article V of the
Bylaws continues as to a person who has ceased to be a director or officer of
the Corporation, and will inure to the benefit of the heirs, executors and
administrators of such person. The indemnification and advancement or
reimbursement of expenses provided pursuant to Article V is not exclusive of any
other rights to which those seeking indemnification or advancement or
reimbursement of expenses may be entitled under any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise. The Corporation may, to
the fullest extent not prohibited by Section 145 of the DGCL or other applicable
law, indemnify, and advance or reimburse expenses for, persons in all situations
other than those covered by Article V of the Bylaws.

         For its directors and officers, the Corporation has obtained Directors
and Officers Liability and Reimbursement Insurance from Zurich American
Insurance Company. The current insurance policy coverage is for the period from
March 15, 2001 until April 15, 2002. The annual premium was $130,000 plus an
extension fee. The Corporation has no other arrangements specifically providing
for indemnification of its officers or directors, and the

                                      II-3
Corporation has no arrangements for the indemnification of its controlling
persons. Section Thirteenth of the Corporation's Certificate of Incorporation
provides that a director of the Corporation shall not be personally liable to
the Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the Corporation or its stockholders; (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law; (iii) under Section 174 of the DGCL; or (iv) for any
transaction from which the director derived any improper personal benefit.
Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to the Corporation's directors or officers pursuant to the
foregoing provisions, the Corporation has been informed that in the opinion of
the SEC such indemnification is against public policy as expressed in the
Securities Act and is therefore unenforceable. In the event that the
Corporation's director or officer asserts a claim for indemnification by the
Corporation against such liabilities (other than the payment of expenses
incurred or paid by a director or officer in the successful defense of any
action, suit, or proceeding) in connection with the securities being registered,
the Corporation will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate II-2
jurisdiction the question whether such indemnification by the Corporation is
against pubic policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.

         The above discussion of the Corporation's Bylaws, Certificate of
Incorporation and of Section 145 of the DGCL is not intended to be exhaustive
and is respectively qualified in its entirety by such Bylaws, Certificate of
Incorporation and statute.

         At present, there is no pending litigation or proceeding involving a
director or officer of the registrant as to which indemnification is being
sought, nor are we aware of any threatened litigation that may result in claims
for indemnification by any officer or director.

Item 7. Exemption from Registration Claimed: Not applicable.

Item 8. Exhibits

         The following is a complete list of exhibits filed as a part of this
registration statement and which are incorporated in this registration
statement.
4.1      Amended and Restated Certificate of Incorporation of
                  Constellation 3D, Inc. (incorporated herein by reference to
                  the Constellation 3D, Inc. Annual Report on Form 10-K for
                  2000, filed with the Securities and Exchange Commission on
                  April 2, 2001.

         4.2      Amended and Restated Bylaws of Constellation 3D, Inc.
                  (incorporated herein by reference to Constellation 3D, Inc.
                  Annual Report on Form 10-K for 2000, filed with the Securities
                  and Exchange Commission on April 2, 2001.

         4.3      Consulting Agreement By And Between Raymond P. Tellini and
                  Constellation 3D, Inc. dated March 26, 2002.

         5.1      Opinion of Director of Legal Affairs regarding legality of the
                  securities covered by this registration statement.

         23.1     Consent of Michael Goldberg, Esq., counsel for Constellation
                  3D, Inc., to the use of its opinion with respect to the
                  legality of the securities covered by this registration
                  statement and to the references to such counsel in this
                  registration statement (contained in the opinion filed as
                  Exhibit 5.1 to this registration statement).

         23.2     Consent of BDO Seidman, LLP, independent auditors.
II-4
Item 9.  Undertakings

         (a) The undersigned registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:

             (i)   To include any prospectus required by Section 10(a)(3) of 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. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the United States Securities and Exchange Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price represent no more
than 20 percent change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration statement.

             (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 the registration statement;

PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) shall 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 Securities Exchange Act that are incorporated
by reference in this registration statement.

         (2) 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.

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

         (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Act, each filing of the registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Securities 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 therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

         (c) Insofar as indemnification for liabilities arising under the 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 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 Act and will be governed by the final adjudication of
such issue.

                                      II-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, the hereunto duly
authorized, in the City of New York, State of New York, on April 1, 2002.

                                       Constellation 3D, Inc.

                                       By: /s/ Leonardo Berezowsky
                                           -----------------------
                                           Name: Leonardo Berezowsky
                                           Title: Chief Financial Officer

                                      II-6
EXHIBIT INDEX

         The following is a complete list of exhibits filed as a part of this
registration statement and which are incorporated herein.
Exhibit No.                Description
         -----------                -----------
4.1      Amended and Restated Certificate of Incorporation of
                  Constellation 3D, Inc. (incorporated herein by reference to
                  the Constellation 3D, Inc. Annual Report on Form 10-K for
                  2000, filed with the Securities and Exchange Commission on
                  April 2, 2001.

         4.2      Amended and Restated Bylaws of Constellation 3D, Inc.
                  (incorporated herein by reference to Constellation 3D, Inc.
                  Annual Report on Form 10-K for 2000, filed with the Securities
                  and Exchange Commission on April 2, 2001.

         4.3      Consulting Agreement By And Between Raymond P. Tellini and
                  Constellation 3D, Inc. dated March 26, 2002.

         5.1      Opinion and Consent of Director of Legal Affairs, regarding
                  legality of the securities covered by this registration
                  statement.

         23.1     Consent of Michael Goldberg, Esq., counsel for Constellation
                  3D, Inc., to the use of its opinion with respect to the
                  legality of the securities covered by this registration
                  statement and to the references to such counsel in this
                  registration statement (contained in the opinion filed as
                  Exhibit 5.1 to this registration statement).

         23.2     Consent of BDO Seidman, LLP, independent auditors.
II-7