Registration No. 333-13059

                       SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C.

                                 POST-EFFECTIVE
                                 AMENDMENT NO. 1
                                       TO
                                    FORM S-8
                             REGISTRATION STATEMENT

                                      under

                           THE SECURITIES ACT OF 1933


                             ALLEGRO NEW MEDIA, INC.
             (Exact name of registrant as specified in its charter)

           Delaware                                   22-3270045
(State or other jurisdiction of           (I.R.S. Employer Identification No.)
 incorporation or organization)

           #3 Oak Road, Fairfield, NJ                          07004
      (Address of principal executive offices)               (Zip Code)

              ALLEGRO NEW MEDIA, INC. 1994 LONG TERM INCENTIVE PLAN
                            (Full title of the plan)

                          Barry A. Cinnamon, President
                             Allegro New Media, Inc.
                                   3 Oak Road
                           Fairfield, New Jersey 07004
                     (Name and address of agent for service)
                                 (201) 808-1992
          (Telephone number, including area code, of agent for service)

                                    copy to:
                              Neil M. Kaufman, Esq.
                     Blau, Kramer, Wactlar & Lieberman, P.C.
                             100 Jericho Quadrangle
                             Jericho, New York 11753
                                 (516) 822-4820

<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------
<S>            <C>            <C>               <C>                 <C> 
Title of                      Proposed Maximum   Proposed Maximum     Amount of
Securities     Amount to be   offering price    aggregate offering  Registration
to be           Registered    per Security(1)         Price(1)        Fee(3)
Registered
-------------------------------------------------------------------------------
Common Stock   3,000,000      $3.875            $11,625,000         $4,009
per value       shs.(2)
$.001 per
share
-------------------------------------------------------------------------------
<FN>
(1) Estimated solely for the purpose of calculating the registration  fee, based
upon the  average  of the high and low  prices  of the  Company's  Common  Stock
reported on NASDAQ on December 31, 1996. 
(2) 1,000,000 of these shares have been previously  registered upon the filing 
of the initial Registration  Statement on Form S-8. The Registration  Statement
also covers an indeterminate number of additional  shares of  Common  Stock  
which may become issuable pursuant to anti-dilution and adjustment provisions 
of the  Plan.  
(3) Includes $2,629 previously paid upon the filing of the initial Registration
Statement on Form S-8.
</FN>
</TABLE>

<PAGE>


                             PART II

         INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     The Registrant  hereby  incorporates  by reference  into this  Registration
Statement  the  contents  of its  earlier  Registration  Statement  on Form S-8,
Registration No. 333-13059.

Item 8.   Exhibits.

          4     1994 Long Term Incentive Plan, as amended

          5    Opinion and consent of Blau, Kramer, Wactlar & Lieberman, P.C.

          23.1 Consent of Blau, Kramer, Wactlar & Lieberman, P.C. - 
               included in their opinion filed as Exhibit 5

          23.2 Consent of Ernst & Young LLP

          24   Powers of Attorney


<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
requirements  for  filing on Form S-8 and has duly  caused  this  Post-Effective
Amendment  to this  Registration  Statement  to be signed  on its  behalf by the
undersigned,  thereunto duly authorized,  in Fairfield,  N.J. on the 26th day of
December, 1996.

                                        ALLEGRO NEW MEDIA, INC.

                                        By:    /s/ Barry A.  Cinnamon
                                        Barry A.  Cinnamon
                                        Chairman of the Board, President
                                        and Chief Executive Officer

                                POWER OF ATTORNEY

     Pursuant to the  requirements  of the  Securities  Act of 1933, as amended,
this  Registration  Statement  has been  signed  on  December  26,  1996 by the
following  persons in the  capacities  indicated.  Each person  whose  signature
appears below  constitutes  and appoints Barry A.  Cinnamon,  with full power of
substitution, our true and lawful attorneys-in-fact and agents to do any and all
acts and things in our name and on our behalf in our capacities  indicated below
which they or either of them may deem  necessary or advisable to enable  Allegro
New Media,  Inc. to comply with the Securities Act of 1933, as amended,  and any
rules,  regulations and requirements of the Securities and Exchange  Commission,
in connection with this Registration Statement including  specifically,  but not
limited to, power and  authority to sign for us or any of us in our names in the
capacities  stated  below,  any and  all  amendments  (including  post-effective
amendments) thereto,  granting unto said attorneys-in-fact and agents full power
and  authority  to do and  perform  each and every act and thing  requisite  and
necessary to be done in such connection, as fully to all intents and purposes as
we might or could do in person,  hereby  ratifying and  confirming all that said
attorneys-in-fact and agents, or his substitute or substitutes,  may lawfully do
or cause to be done by virtue thereof.

          Signature                               Title

  /s/ Barry A.  Cinnamon                Chairman of the Board, President,
      Barry A.  Cinnamon                Chief Executive Officer
                                        (Principal Executive Officer)

  /s/ Mark E.  Leininger                Vice President, Chief Operating Officer
      Mark E.  Leininger                and Treasurer
                                        (Principal Financial Officer)

   /s/ Marc E.  Jaffe                   Director
       Marc E.  Jaffe

  /s/ Eng Chye Low                      Director
      Eng Chye Low

   /s/ George L.  Lauro                 Director
       George L.  Lauro

   /s/ Neil R.  Austrian, Jr.           Director
       Neil R.  Austrian, Jr.

   /s/ Neil M. Kaufman                  Director
       Neil M. Kaufman

   /s/ Lori Kramer Cinnamon             Director
       Lori Kramer Cinnamon

                                        Director
       Norman Alexander

<PAGE>


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                             Allegro New Media, Inc.


                         Form S-8 Registration Statement


                             E X H I B I T   I N D E X




Exhibit
Number         Exhibit Description

4              1994 Long Term Incentive Plan, as amended. . . . . .

5              Opinion and Consent of Counsel . . . . .

23.1           Consent of Counsel . . . . . . . . .          See Exhibit 5

23.2           Consent of Ernst & Young LLP . . . . . .

24             Powers of Attorney. . . . . . . . .          See signature page
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 7769}]
{"company-data": {"conformed-name": "ALLEGRO NEW MEDIA INC", "cik": "0000926331", "assigned-sic": "7372", "irs-number": "223270045", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-19169", "film-number": "97500350"}, "business-address": {"street1": "16 PASSAIC AVENUE 6", "city": "FAIRFIELD", "state": "NJ", "zip": "07004", "phone": "2018081992"}, "mail-address": {"street1": "16 PASSAIC AVENUE", "street2": "UNIT 6", "city": "FAIRFIELD", "state": "NJ", "zip": "07004"}}
Registration No. 333-13059

                       SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C.

                                 POST-EFFECTIVE
                                 AMENDMENT NO. 1
                                       TO
                                    FORM S-8
                             REGISTRATION STATEMENT

                                      under

                           THE SECURITIES ACT OF 1933

                             ALLEGRO NEW MEDIA, INC.
             (Exact name of registrant as specified in its charter)

           Delaware                                   22-3270045
(State or other jurisdiction of           (I.R.S. Employer Identification No.)
 incorporation or organization)

           #3 Oak Road, Fairfield, NJ                          07004
      (Address of principal executive offices)               (Zip Code)

              ALLEGRO NEW MEDIA, INC. 1994 LONG TERM INCENTIVE PLAN
                            (Full title of the plan)

                          Barry A. Cinnamon, President
                             Allegro New Media, Inc.
                                   3 Oak Road
                           Fairfield, New Jersey 07004
                     (Name and address of agent for service)
                                 (201) 808-1992
          (Telephone number, including area code, of agent for service)

                                    copy to:
                              Neil M. Kaufman, Esq.
                     Blau, Kramer, Wactlar & Lieberman, P.C.
                             100 Jericho Quadrangle
                             Jericho, New York 11753
                                 (516) 822-4820
CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------
Title of                      Proposed Maximum   Proposed Maximum     Amount of
Securities     Amount to be   offering price    aggregate offering  Registration
to be           Registered    per Security(1)         Price(1)        Fee(3)
Registered
-------------------------------------------------------------------------------
Common Stock   3,000,000      $3.875            $11,625,000         $4,009
per value       shs.(2)
$.001 per
share
-------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the registration  fee, based
upon the  average  of the high and low  prices  of the  Company's  Common  Stock
reported on NASDAQ on December 31, 1996. 
(2) 1,000,000 of these shares have been previously  registered upon the filing 
of the initial Registration  Statement on Form S-8. The Registration  Statement
also covers an indeterminate number of additional  shares of  Common  Stock  
which may become issuable pursuant to anti-dilution and adjustment provisions 
of the  Plan.  
(3) Includes $2,629 previously paid upon the filing of the initial Registration
Statement on Form S-8.
PART II

         INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     The Registrant  hereby  incorporates  by reference  into this  Registration
Statement  the  contents  of its  earlier  Registration  Statement  on Form S-8,
Registration No. 333-13059.

Item 8.   Exhibits.

          4     1994 Long Term Incentive Plan, as amended

          5    Opinion and consent of Blau, Kramer, Wactlar & Lieberman, P.C.

          23.1 Consent of Blau, Kramer, Wactlar & Lieberman, P.C. - 
               included in their opinion filed as Exhibit 5

          23.2 Consent of Ernst & Young LLP

          24   Powers of Attorney
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
requirements  for  filing on Form S-8 and has duly  caused  this  Post-Effective
Amendment  to this  Registration  Statement  to be signed  on its  behalf by the
undersigned,  thereunto duly authorized,  in Fairfield,  N.J. on the 26th day of
December, 1996.

                                        ALLEGRO NEW MEDIA, INC.

                                        By:    /s/ Barry A.  Cinnamon
                                        Barry A.  Cinnamon
                                        Chairman of the Board, President
                                        and Chief Executive Officer

                                POWER OF ATTORNEY

     Pursuant to the  requirements  of the  Securities  Act of 1933, as amended,
this  Registration  Statement  has been  signed  on  December  26,  1996 by the
following  persons in the  capacities  indicated.  Each person  whose  signature
appears below  constitutes  and appoints Barry A.  Cinnamon,  with full power of
substitution, our true and lawful attorneys-in-fact and agents to do any and all
acts and things in our name and on our behalf in our capacities  indicated below
which they or either of them may deem  necessary or advisable to enable  Allegro
New Media,  Inc. to comply with the Securities Act of 1933, as amended,  and any
rules,  regulations and requirements of the Securities and Exchange  Commission,
in connection with this Registration Statement including  specifically,  but not
limited to, power and  authority to sign for us or any of us in our names in the
capacities  stated  below,  any and  all  amendments  (including  post-effective
amendments) thereto,  granting unto said attorneys-in-fact and agents full power
and  authority  to do and  perform  each and every act and thing  requisite  and
necessary to be done in such connection, as fully to all intents and purposes as
we might or could do in person,  hereby  ratifying and  confirming all that said
attorneys-in-fact and agents, or his substitute or substitutes,  may lawfully do
or cause to be done by virtue thereof.

          Signature                               Title

  /s/ Barry A.  Cinnamon                Chairman of the Board, President,
      Barry A.  Cinnamon                Chief Executive Officer
                                        (Principal Executive Officer)

  /s/ Mark E.  Leininger                Vice President, Chief Operating Officer
      Mark E.  Leininger                and Treasurer
                                        (Principal Financial Officer)

   /s/ Marc E.  Jaffe                   Director
       Marc E.  Jaffe

  /s/ Eng Chye Low                      Director
      Eng Chye Low

   /s/ George L.  Lauro                 Director
       George L.  Lauro

   /s/ Neil R.  Austrian, Jr.           Director
       Neil R.  Austrian, Jr.

   /s/ Neil M. Kaufman                  Director
       Neil M. Kaufman

   /s/ Lori Kramer Cinnamon             Director
       Lori Kramer Cinnamon

                                        Director
       Norman Alexander
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                             Allegro New Media, Inc.

                         Form S-8 Registration Statement

                             E X H I B I T   I N D E X

Exhibit
Number         Exhibit Description

4              1994 Long Term Incentive Plan, as amended. . . . . .

5              Opinion and Consent of Counsel . . . . .

23.1           Consent of Counsel . . . . . . . . .          See Exhibit 5

23.2           Consent of Ernst & Young LLP . . . . . .

24             Powers of Attorney. . . . . . . . .          See signature page