<PAGE>

                                             Registration No. 333-________


   As filed with the Securities and Exchange Commission on January 31, 1997

_______________________________________________________________________________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington D. C. 20549
                             ______________________

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                             ______________________

                         AVIC GROUP INTERNATIONAL, INC.
             (Exact name of registrant as specified in its charter)

  Delaware                                                   52-1989122 
----------------                                        ----------------------
(State or other                                           (I.R.S. Employer
jurisdiction of                                         Identification Number)
incorporation or
organization)
                              599 Lexington Avenue
                                   44th Floor
                            New York, New York  10022
                                 (212) 319-9160

               (Address, including zip code, and telephone number,
        including area code, or registrant's principal executive offices)

                       SHARES OF COMMON STOCK AND WARRANTS
                               ISSUED PURSUANT TO
                      EMPLOYMENT AND CONSULTING AGREEMENTS
                              (Full title of plan)

                              Joseph R. Wright, Jr.
                             Chief Executive Officer
                         AVIC Group International, Inc.
                              599 Lexington Avenue
                                   44th Floor
                            New York, New York  10022
                                 (212) 319-9160

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

                                   Copies to:

                               Matthias & Berg LLP
                             515 South Flower Street
                                  Seventh Floor        
                         Los Angeles, California 90071 
                           Attn: Jeffrey P. Berg, Esq. 
                             Phone (213) 895-4200  
                               Fax (213) 895-4058


<PAGE>

(REGISTRATION STATEMENT COVER PAGE CONTINUED)


                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

 Title of Each Class of Securities    Amount to be           Proposed Maximum                 Proposed Maximum    Amount of 
 to be Registered                     Registered(1)          Offering Price per Share(1)      Aggregate Offering  Registration
                                                                                              Price(1)            Fee(2) 
 ------------------------------------------------------------------------------------------------------------------------------
 <S>                                      <C>                      <C>                       <C>                   <C> 
 Common Stock, par value $0.001 per 
 share                                    397,500                  $2.75                      $1,093,125.00         $331.25 
 ------------------------------------------------------------------------------------------------------------------------------
 ------------------------------------------------------------------------------------------------------------------------------

</TABLE>
_________________________________

(1)  Estimated solely for the purpose of calculating the registration fee based
     upon the closing market price of the Common Stock as reported on the
     American Stock Exchange on January 30, 1997.

(2)  Pursuant to General Instruction E, the registration fee paid in connection
     herewith is based on the maximum aggregate price at which securities
     covered by this registration statement are proposed to be offered.

<PAGE>

                               REOFFER PROSPECTUS

                         AVIC GROUP INTERNATIONAL, INC.
                                 397,500 SHARES
                                  COMMON STOCK
                                        
                         OFFERED BY SELLING STOCKHOLDERS

     This Reoffer Prospectus (the "Prospectus") relates to the reoffer and 
resale of up to 397,500 shares (the "Shares") of common stock, par value 
$0.001 (the "Common Stock") of AVIC Group International, Inc., a Delaware 
corporation (the "Company"), to be offered from time to time for the account 
of certain directors, officers, employees and consultants of the Company (the 
"Selling Stockholders"), some of whom may be deemed to be "affiliates" of the 
Company, as such term is defined in Rule 405 of the Securities Act of 1933, 
as amended (the "Securities Act").  The 397,500 Shares constitute: (i) up to 
197,500 shares of Common Stock which have been or may be issued to certain 
officers, directors, employees and consultants of the Company as compensation 
for employment or consulting services, and (ii) up to 200,000 shares of 
Common stock which may be issued by the Company upon the exercise of certain 
warrants granted to David Rubenstein as compensation for consulting services. 
 See "Selling Stockholders" and "Plan of Distribution."  

     The Selling Stockholders directly, through agents designated from time 
to time, or through brokers, dealers, or through underwriters to be 
designated, may sell the shares of Common Stock offered hereby from time to 
time on terms to be determined at the time of sale.  To the extent required 
by applicable law, the specific shares to be sold, the terms of the offering, 
including price, the names of any agent, dealer or underwriter, and any 
applicable commission, discount or other compensation with respect to a 
particular sale will be set forth in an accompanying Prospectus Supplement.  
See "Selling Stockholders" and "Plan of Distribution."

     The Company will receive none of the proceeds from the sale of these 
Shares. The Selling Stockholders and any broker-dealer, agents or 
underwriters that participate with the Selling Stockholders in the 
distribution of the Common Stock may be deemed to be underwriters within the 
meaning of the Securities Act and any commission received by them and any 
profit on the resale of the Common Stock purchased by them may be deemed to 
be underwriting commissions or discounts under the Securities Act.  The 
Company has paid all of the costs of the Offering with respect to the Shares 
to be offered by the Selling Stockholders.  See "Selling Stockholders" and 
"Plan of Distribution."

     The Company's Common Stock is currently listed for trading on the 
American Stock Exchange under the symbol "AV."  On January 30, 1997, the 
closing market price for the Common Stock on the American Stock Exchange was 
approximately $2.75 per share.

                      THESE SECURITIES ARE SPECULATIVE
                     AND INVOLVE A HIGH DEGREE OF RISK.

                          ________________________

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

                The date of this Prospectus is January 31, 1997

<PAGE>

                              AVAILABLE INFORMATION

     The Company has filed with the Commission, a Registration Statement on 
Form S-8 under the Securities Act of 1933, as amended (the "Securities Act") 
with respect to the securities offered hereby.  This Prospectus does not 
contain all the information set forth in the Registration Statement and the 
exhibits and schedules thereto.  For further information with respect to the 
Company and the Shares, reference is made to the Registration Statement and 
the exhibits and schedules filed as a part thereof.  Statements made in this 
Prospectus as to the contents of any contract or any other document referred 
to are not necessarily complete, and, in each instance, reference is made to 
the copy of such contract or document filed as an exhibit to the Registration 
Statement, each such statement being qualified in all respects by such 
reference to such exhibits. The Registration Statement, including exhibits 
and schedules thereto, may be inspected without charge at the public 
reference facilities maintained by the Securities and Exchange Commission 
(the "Commission") at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., 
Washington, D.C. 20549 and at the regional offices of the Commission at 7 
World Trade Center, 13th Floor, New York, New York 10048 and at 500 West 
Madison Street, Suite 1400, Chicago, Illinois 60661-2411.  Copies of the 
Registration Statement and the exhibits and schedules thereto may be obtained 
from the Commission at such offices upon payment of prescribed rates.

     The Company is currently subject to the reporting requirements of the 
Securities Exchange Act of 1934, as amended (the "Exchange Act") and in 
accordance therewith files reports, proxy statements and other information 
with the Commission.  Such reports, proxy statements and other information 
may be inspected and copied  at the public reference facilities of the 
Commission at 450 Fifth Street, N.W., Washington D.C. 20549; at its New York 
Regional Office, Room 1400, 7 World Trade Center, New York, New York 10048; 
and at its Chicago Regional Office, 500 West Madison Street, Suite 1400, 
Chicago, Illinois 60661-2411, and copies of such materials can be obtained 
from the Public Reference Section at prescribed rates.  The Company intends 
to furnish its stockholders with annual reports containing audited financial 
statements and such other periodic reports as the Company may determine to be 
appropriate or as may be required by law.

     Further, the Company's most recent reports, proxy and information 
statements and other information may be inspected and copied at the offices 
of American Stock Exchange, 86 Trinity Place, New York, New York 10006, at 
prescribed rates.

     The following documents, including the exhibits thereto, which are on 
file with the Securities and Exchange Commission (the "Commission"), are 
incorporated in this Registration Statement by reference:

     (a)  Annual Report on Form 10-KSB for the fiscal year ended March 31, 1996.
     (b)  Quarterly Reports on Form 10-QSB for the quarters ended June 30 and
          September 30, 1996.
     (c)  The description of the Common Stock which is contained in the
          registration statements filed under the Securities and Exchange Act of
          1934, as amended (the "Exchange Act"), including any amendment or
          report filed for the purpose of updating such description.

     All documents filed by the Registrant pursuant to Section 13(a), 14 and 
15(d) of the Exchange Act prior to the filing of a post-effective amendment 
which indicates that all shares offered hereby have been sold or which 
deregisters all shares then remaining unsold, shall be deemed to be 
incorporated in this Registration Statement by reference and to be a part 
hereof from the date of filing of such documents.

                                      2
<PAGE>

     The Company will provide without charge to each person to whom a copy of 
this Prospectus has been delivered, upon the written or oral request of such 
person, a copy of any or all of the documents which have been or may be 
incorporated by reference in this Prospectus (other than exhibits to such 
documents, unless such exhibits are specifically incorporated by reference 
into such documents).  Requests should be directed to: AVIC Group 
International, Inc., 599 Lexington Avenue, 44th Floor, New York, New York 
10022, Attention: Timothy P.F. Crowley, Secretary.  Telephone requests may be 
directed to the Secretary at (212) 319-9160.

     Any statements 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 Prospectus 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 statement so modified or superseded shall not be deemed, except as so 
modified or superseded, to constitute a part of this Prospectus.  All 
information appearing in this Prospectus is qualified in its entirety by the 
information and financial statements (including notes thereto) appearing in 
the documents incorporated herein by reference, except to the extent set 
forth in the immediately preceding statement.

                                   THE COMPANY

     The Company is a development stage company which is engaged principally 
in the business of establishing joint ventures ("Sino-foreign joint 
ventures") with entities situated in the People's Republic of China ("PRC") 
in the telecommunications industry in the PRC.  The Company intends to 
establish these Sino-foreign joint ventures to develop telecommunications 
networks in the PRC in cooperation with authorized telecommunications network 
operators in the PRC.  In connection with this business plan, the Company has 
entered into certain agreements with entities, which are affiliates of 
Tweedia International Ltd., the Company's principal stockholder.  These 
agreements contemplate the Company's participation in distributions from the 
authorized operations of Sino-foreign joint ventures for the purpose of 
building telecommunications networks, transferring ownership of the networks 
to authorized telecommunications network operators in the PRC, and servicing 
and maintaining such telecommunications networks ("BTSM"), including the 
creation and development of a Global Service Mobile telephone network in 
Hebei Province, PRC, and a paging system network, a fixed wire telephone 
network and a cellular telephone network in the PRC.

     Certain of these agreements are preliminary in nature and are subject to 
the receipt of significant approvals and permits from various governmental 
agencies in the PRC, and, in certain cases, the execution of more definitive 
agreements.  There can be no assurances that, with respect to these 
Sino-foreign joint ventures that require more definitive agreements and 
further approvals, such definitive agreements will ever be consummated or 
that such approvals and permits will be obtained for the benefit of the 
Company.

     Since the Company does not currently have the technical capability, 
personnel or resources to build, service or maintain a telecommunications 
network, the consummation of all or any of these transactions may require the 
cooperation and participation of third parties, other than PRC governmental 
agencies, who may be parties to or independent contractors with any such 
proposed Sino-foreign joint ventures.  There can be no assurances that the 
Company will be able to obtain the requisite cooperation or participation of 
any such third parties with respect to the Company's proposed business 
operations.

     Although each of these agreements sets forth certain understandings as 
to the extent of the contributions and interests in these proposed 
Sino-foreign joint ventures, there can be no assurances as to the final terms 
of the definitive agreements, if any, with respect to these proposed 
Sino-foreign joint ventures. 

                                      3
<PAGE>

     Further, each of these agreements will require significant financings 
necessary to fund the construction of such networks.  The Company does not 
currently have any commitments for any such financing or sufficient  
resources to fund such construction, and there can be no assurances that any 
such financing can be obtained on terms favorable to the Company or at all.

     In addition, the Company's proposed business operations in the PRC are 
subject to significant risks.  These risks include, but are not limited to 
the limited precedent for the establishment of Sino-foreign joint ventures 
for the purpose of engaging in the telecommunications industry in the PRC, 
governmental restrictions on foreign business ventures in the PRC, PRC 
regulation of its economy and foreign currency exchange and the general 
political environment in the PRC.

     The Company's successful transition from a development stage company to 
profitable operations is dependent upon obtaining adequate financing to fund 
current operations and the development of a market for the Company's business.

     The Company's auditors have included an explanatory paragraph in their 
Report of Independent Certified Public Accountants to the effect that 
recovery of the Company's assets are dependent upon future events, the 
outcome of which is undeterminable, and that the successful completion of the 
Company's development program and its transition, ultimately, to the 
attainment of profitable operations is dependent upon obtaining adequate 
financing to fulfill its development activities and achieving a level of 
sales adequate to support the Company's cost structure.  There can be no 
assurances that such a financing can be completed on terms favorable to the 
Company or at all, or that the business of the Company will ever achieve 
profitable operations.

     The Company's principal executive offices are located at 599 Lexington 
Avenue, 44th Floor, New York, New York 10022, tel. no. (212) 319-9160. 

                                      4
<PAGE>

                            USE OF PROCEEDS

     The Company will not receive any of the net proceeds from the shares of 
Common Stock to be offered by the Selling Stockholders, all of which net 
proceeds will be received by the Selling Stockholders.  See "Selling 
Stockholders" and "Plan of Distribution."  

                              PLAN OF DISTRIBUTION

     The shares of the Company's Common Stock offered hereby by the Selling 
Stockholders may be sold from time to time to purchasers directly by the 
Selling Stockholders.  Alternatively, the Selling Stockholders may from time 
to time offer the shares of  Common Stock through underwriters, dealers or 
agents, who may receive compensation in the form of underwriting discounts, 
concessions or commissions from the Selling Stockholders and/or the 
purchasers of the shares for whom they may act as agent.  The Selling 
Stockholders and any underwriters, dealers or agents that participate in the 
distribution of the shares of Common Stock may be deemed to be underwriters 
and any profit on the sale of shares by them and any discounts, commissions 
or concessions received by any such underwriters, dealers or agents may be 
deemed to be underwriting discounts and commissions under the Securities Act. 
 At the time a particular offer of shares is made, to the extent required by 
applicable law, a Prospectus Supplement will be distributed which will set 
forth the specific shares to be sold and the terms of the offering, including 
the name or names of any underwriters, dealer-agents, any discounts, 
commissions or concessions allowed or reallowed or paid to dealers.

     The shares of Common Stock may be sold from time to time in one or more 
transactions at a fixed offering price which may be changed or at varying 
prices determined at the time of sale or negotiated prices.

     The Company has paid all of the expenses incident to the offering of the 
shares of the Common Stock offered by the Selling Stockholders, other than 
commissions and discounts of underwriters, dealers or agents.

                                      5
<PAGE>

                             SELLING STOCKHOLDERS

     This Prospectus relates to shares of Common Stock which have been or may 
be acquired by the Selling Stockholders from time to time through: (i) the 
issuance of up to 197,500 shares of Common Stock to certain officers, 
directors, employees and consultants of the Company as compensation for 
employment or consulting services, and (ii) the exercise of certain warrants 
to purchase up to 200,000 shares of Common Stock granted pursuant to the 
terms of a consulting agreement.  The following table sets forth certain 
information with respect to Selling Stockholders, some of whom may be deemed 
to be "affiliates" of the Company, as such term is defined in Rule 405 of the 
Securities Act, as of the date of this Prospectus, as follows: (i) the name 
and position with the Company within the past three (3) years of each Selling 
Stockholder; (ii) the number of shares of Common Stock beneficially owned by 
each Selling Stockholder (including shares obtainable under options 
exercisable within sixty (60) days of such date); (iii) the number of shares 
of Common Stock being offered hereby, and (iv) the number and percentage of 
the Company's outstanding shares of Common Stock to be beneficially owned by 
each Selling Stockholder before and after completion of the sale of Common 
Stock being offered hereby.  There can be no assurance that any of the 
Selling Stockholders will sell any or all of the shares of Common Stock 
offered hereby.

<TABLE>
<CAPTION>

                              NO. OF SHARES                           NO. OF SHARES
                              BENEFICIALLY        NO. OF SHARES       BENEFICIALLY 
NAME AND ADDRESS              OWNED BEFORE        TO BE OFFERED       OWNED AFTER                      PERCENT #
OF BENEFICIAL OWNER             OFFERING           FOR RESALE          OFFERING*            BEFORE OFFERING    AFTER OFFERING* 
--------------------         -------------        -------------       ----------            ---------------    ---------------
<S>                            <C>                   <C>                <C>                      <C>               <C>
Joseph R. Wright, Jr.(1)       3,297,500             187,500            3,110,000                 9.70             9.15

E. Pendleton James(2)             10,000              10,000                0                      (3)              (3)

David Rubenstein(4)              200,000             200,000                0                      (3)              (3)

</TABLE>

     Information with respect to Selling Stockholders from time to time will 
be updated in supplements to this Prospectus, which will be filed with the 
Commission in accordance with Rule 424(b) under the Securities Act.

     As of January 31, 1997, there were issued and outstanding 30,987,190 
shares of Common Stock.


(FOOTNOTES ON FOLLOWING PAGE)

                                      6
<PAGE>


(FOOTNOTES FROM PRIOR PAGE)

#    Pursuant to the rules of the Commission, shares of Common Stock which an
     individual or group has a right to acquire within 60 days pursuant to the
     exercise of options or warrants are deemed to be outstanding for the
     purpose of computing the percentage ownership of such individual or group,
     but are not deemed to be outstanding for the purpose of computing the
     percentage ownership of any other person shown in the table.

*    Assumes the exercise in full and sale of all the Shares registered for
     reoffer and resale pursuant to this Registration Statement.

1.   The address for Mr. Wright is 599 Lexington Avenue, 44th Floor, New York,
     New York 10022.  Mr. Wright is the beneficial owner of 297,500 shares of
     Common Stock and options to purchase up to 3,000,000 shares of Common
     Stock.  Further, up to an additional 3,000,000 options to purchase shares
     of Common Stock may vest pursuant to the terms of an employment agreement
     between Mr. Wright and the Company.  Mr. Wright is the Chairman of the
     Board of Directors, Chief Executive Officer and President of the Company.

2.   The address for Mr. James is 200 Park Avenue, Suite 4250, New York, New
     York 10166.  The Company issued 10,000 shares of Common Stock to Mr. James
     as compensation pursuant to the terms of a consulting agreement between Mr.
     James and the Company.

3.   Less than 1%.

4.   The address for Mr. Rubenstein is 1001 Pennsylvania Avenue, N.W., Suite
     220, Washington, D.C. 20004-2505.  The Company issued warrants to Mr.
     Rubenstein to purchase up to 200,000 shares of Common Stock at an exercise
     price of $1.27 per share as compensation pursuant to the terms of a
     consulting agreement between Mr. Rubenstein and the Company.

                                      7
<PAGE>

              DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION
                         FOR SECURITIES ACT LIABILITIES

     The Commission has expressed its opinion that indemnification of 
directors, officers and controlling persons of the Company against 
liabilities arising under the Securities Act, is against public policy as 
expressed in the Securities Act and is, therefore, unenforceable.  In the 
event that a claim for indemnification against such liabilities (other than 
the payment by the Company of expenses incurred or paid by an Indemnitee of 
the Company in the successful defense of any such act or proceeding) is 
asserted by such Indemnitee in connection with securities which have been 
registered by the Company, the Company will, unless in the opinion of its 
counsel the matter has been settled by controlling precedent, submit to a 
court of appropriate jurisdiction the question whether such indemnification 
by it is against public policy as expressed in the Securities Act and will be 
governed by the final adjudication of such issue.

                                  LEGAL MATTERS

     Certain matters with respect to the validity of the Shares offered 
hereby will be passed upon for the Company by Matthias & Berg LLP, 515 South 
Flower Street, Seventh Floor, Los Angeles, California 90071.  Matthias & Berg 
LLP currently owns options to purchase up to 20,102 shares of Common Stock, 
exercisable at $1.50 per share.

                                     EXPERTS

     The audited financial statements of the Company as of March 31, 1996 and 
1995 and the related statements of operations, stockholders' equity and cash 
flows for the years ended March 31, 1996, and 1995, incorporated by reference 
in this Prospectus, have been so incorporated herein in reliance on the 
report of Singer Lewak Greenbaum & Goldstein LLP (successors to the practice 
of Shillan Abrams & Company), independent certified public accountants, given 
on the authority of such firm as experts in auditing and accounting. 

                                      8
<PAGE>

  NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS IN CONNECTION WITH THIS OFFERING OTHER THAN THOSE CONTAINED IN
THIS PROSPECTUS, AND IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST
NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY.  THIS PROSPECTUS
DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO PURCHASE
ANY SECURITIES OTHER THAN THE SECURITIES TO WHICH IT RELATES OR AN OFFER TO, OR
A SOLICITATION OF ANY PERSON IN ANY JURISDICTION WHERE SUCH AN OFFER OR
SOLICITATION WOULD BE UNLAWFUL.  NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY
SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT
THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR
THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO
THE DATE HEREOF.


          TABLE OF CONTENTS
                                    PAGE


AVAILABLE INFORMATION. . . . . .     2
THE COMPANY. . . . . . . . . . .     3
USE OF PROCEEDS. . . . . . . . .     5
PLAN OF DISTRIBUTION . . . . . .     5
SELLING STOCKHOLDERS . . . . . .     6
DISCLOSURE OF COMMISSION POSITION
 OF INDEMNIFICATION FOR SECURITIES
 ACT LIABILITIES . . . . . . . .     8
LEGAL MATTERS. . . . . . . . . .     8
EXPERTS. . . . . . . . . . . . .     8



                                 AVIC GROUP
                            INTERNATIONAL,  INC.




                              397,500 SHARES

                              OF COMMON STOCK




                               ____________

                                PROSPECTUS
                               ____________



                             JANUARY 31, 1997

<PAGE>

PART I.   INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1:   PLAN INFORMATION.

     The information required by Part I is included in documents to be sent or
given to the participants.

ITEM 2:   REGISTRATION INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

     Upon written or oral request, AVIC Group International, Inc., a Delaware 
corporation (the "Registrant") will provide, without charge, a copy of all 
documents incorporated by reference in Item 3 of Part II of this Registration 
Statement, which are incorporated by reference in the Section 10(a) 
Prospectus, and all other documents required to be delivered to employees 
pursuant to Rule 428(b) promulgated under the Securities Act of 1933, as 
amended (the "Securities Act").  All requests should be made to AVIC Group 
International, Inc., Timothy P.F. Crowley, Secretary, 599 Lexington Avenue, 
44th Floor, New York, New York 10022, tel. no. (212) 319-9160.

PART II:  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3:    INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents, including the exhibits thereto, which are on file
with the Securities and Exchange Commission (the "Commission"), are incorporated
in this Registration Statement by reference:

     (a)  Annual Report on Form 10-KSB for the fiscal year ended March 31, 1996.
     (b)  Quarterly Reports on Form 10-QSB for the quarters ended June 30 and
          September 30, 1996.
     (c)  The description of the Common Stock which is contained in the
          registration statements filed under the Securities and Exchange Act of
          1934, as amended (the "Exchange Act"), including any amendment or
          report filed for the purpose of updating such description.

     All documents filed by the Registrant pursuant to Section 13(a), 14 and 
15(d) of the Exchange Act prior to the filing of a post-effective amendment 
which indicates that all shares offered hereby have been sold or which 
deregisters all shares then remaining unsold, shall be deemed to be 
incorporated in this Registration Statement by reference and to be a part 
hereof from the date of filing of such documents.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

                                      II-1
<PAGE>

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The Registrant's Certificate of Incorporation generally provide for the 
maximum indemnification of a corporation's officers and directors as 
permitted by law in the State of Delaware.  Delaware law empowers a 
corporation to indemnify any person who was or is a party or who is 
threatened to be made a party to any threatened, pending, or completed 
action, suit or proceeding, whether civil, criminal, administrative or 
investigative, except in the case of an action by or in the right of the 
corporation, by reason of the fact that he or she is or was a director, 
officer, employee or agent of the corporation or is or was serving at the 
request of the corporation as a director, officer, employee or agent of 
another corporation or other enterprise.  Depending on the character of the 
proceeding, a corporation may indemnify against expenses (including 
attorney's fees), judgments, fines and amounts paid in settlement actually 
and reasonably incurred in connection with such action, suit or proceeding if 
the person indemnified acted in good faith and in a manner he or she 
reasonably believed to be in or not opposed to the best interests of the 
corporation, and with respect to any criminal action or proceedings, had no 
reasonable cause to believe his or her conduct was unlawful.

     A corporation may indemnify any person who was or is a party or is 
threatened to be made a party to any threatened, pending or completed action 
or suit by or in the right of the corporation to procure a judgment in its 
favor by reason of the fact that he or she is or was a director, officer, 
employee or agent of the corporation, or is or was serving at the request of 
the corporation as a director, officer, employee or agent of another 
corporation or other enterprise, against expenses, including amounts paid in 
settlement and attorney's fees actually and reasonably incurred by him or her 
in connection with the defense or settlement of the action or suit if he or 
she acted in good faith and in a manner which he or she reasonably believed 
to be in or not opposed to the best interests of the corporation.  
Indemnification may not be made for any claim, issue or matter as to which 
such a person has been adjudged by a court of competent jurisdiction, after 
exhaustion of all appeals therefrom, to be liable to the corporation or for 
amounts paid in settlement to the corporation unless and only to the extent 
that the court in which the action or suit was brought or other court of 
competent jurisdiction determines upon application that in view of all the 
circumstances of the case, the person is fairly and reasonably entitled to 
indemnity for such expenses as the court deems proper.

     To the extent that a director, officer, employee or agent of a 
corporation has been successful on the merits or otherwise in defense of any 
action, suit or proceeding referred to above, or in defense of any claim, 
issue or matter therein, he or she must be indemnified by the corporation 
against expenses, including attorney's fees, actually and reasonably incurred 
by him in connection with the defense.  Any indemnification under this 
section, unless ordered by a court or advanced pursuant to this section, must 
be made by the corporation only as authorized in the specific case upon a 
determination that indemnification of the director, officer, employee or 
agent is proper in the circumstances. The determination must be made: (a) by 
the stockholders; (b) by the board of directors by majority vote of a quorum 
consisting of directors who were not parties to the action, suit or 
proceeding; (c) if a majority vote of a quorum consisting of directors who 
were not parties to the action, suit or proceeding so orders, by independent 
legal counsel in a written opinion; or (d) if a quorum consisting of 
directors who were not parties to the action, suit or proceeding cannot be 
obtained, by independent legal counsel in a written opinion.

     The certificate of incorporation, the bylaws or an agreement made by the 
corporation may provide that the expenses of officers and directors incurred 
in defending a civil or criminal action, suit or proceeding must be paid by 
the corporation as they are incurred and in advance of the final disposition 
of the action, suit or proceeding upon receipt of an undertaking by or on 
behalf of the director or officer to repay the amount if it is ultimately 
determined by a court of competent jurisdiction that he or she is not 
entitled to be indemnified by the corporation.  The provisions of this 
section do not affect any rights to advancement of expenses to which 
corporate personnel other than directors or officers may be entitled under 
any contract or otherwise by law.

                                      II-2
<PAGE>

     The indemnification and advancement of expenses authorized in or ordered 
by a court pursuant to this section: (a) does not exclude any other rights to 
which a person seeking indemnification or advancement of expenses may be 
entitled under the articles of incorporation or any bylaw, agreement, vote of 
stockholders or disinterested directors or otherwise, for either an action in 
his or her official capacity or an action in another capacity while holding 
his or her office, except that indemnification, unless ordered by a court 
pursuant to this section or for the advancement of any director or officer if 
a final adjudication establishes that his or her acts or omissions involved 
intentional misconduct, fraud or a knowing violation of the law and was 
material to the cause of action; and (b) continues for a person who has 
ceased to be a director, officer, employee or agent and inures to the benefit 
of the heirs, executors and administrators of such a person.

ITEM 8:   EXHIBITS

4.1  Consulting Agreement between the Registrant and David Rubenstein, dated
     October 15, 1996
4.2  Consulting Agreement between the Registrant and E. Pendleton James, dated
     March 22, 1995, and amendment thereto dated January 8, 1997
4.3  Employment Agreement between the Registrant and Joseph R. Wright, Jr.,
     dated as of April 15, 1995, and amendments thereto dated as of November 21,
     1995(1) and September 12, 1996
5.1  Opinion of Matthias & Berg LLP
24.1 Consent of Matthias & Berg LLP (included in Exhibits 5.1)
24.2 Consent of Singer Lewak Greenbaum & Goldstein LLP

_________________________________

(1)   Filed as part of the Company's Current Reports on Form 8-K, dated May 1,
1995 and December 22, 1995.

ITEM 9:   UNDERTAKINGS

     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 the registration statement (or the most
                recent post-effective amendment thereof) which, individually or
                in the aggregate, represent a fundamental change in the
                information set forth in the registration statement.  

          (iii) To include any material information with respect to the plan
                of distribution not previously disclosed in the registration
                statement or any material change to such information in the
                registration statement;

          PROVIDED, HOWEVER, that paragraphs (1)(i) and (1)(ii) above do not
apply if the Registration Statement is on From S-3 or Form S-8, and the
information required to be included in a post-effective amendment by those
paragraphs is incorporated by reference from periodic reports filed by the
Registrant under the Exchange Act.

     (2)  That, for determining liability under the Securities Act, to treat
each such post-effective amendment as a new registration statement of the
securities offered, and the offering of such securities at that time to be the
initial BONA FIDE offering.

                                      II-3
<PAGE>

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

     The undersigned registrant hereby under takes that, for purposes of 
determining any liability under the Securities Act of 1933, each filing of 
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of 
the Securities Exchange Act of 1934 (and, where applicable, each filing of 
any employee benefit plan's annual report pursuant to Section 15(d) of the 
Securities Exchange Act of 1934) that is incorporated by reference in the 
registration statement shall be deemed to be a new registration statement 
relating to the securities offered therein, and the offering of such 
securities at that time shall be deemed to be the initial bona fide offering 
thereof.

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

                                      II-4
<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the 
Registrant certifies that it has reasonable grounds to believe that it meets 
all of the requirements for filing on Form S-8 and has duly caused this 
Registration Statement to be signed on its behalf by the undersigned, 
thereunto duly authorized, in the city of New York, New York, on this 
31st day of January, 1997.

                                                  AVIC GROUP INTERNATIONAL, INC.



                                             By: /s/ Joseph R. Wright, Jr.
                                                 ------------------------------
                                                 Joseph R. Wright, Jr.
                                                 Chief Executive Officer

     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 dates indicated.

<TABLE>
<CAPTION>
     Signature                          Capacity in Which Signed                           Date
    ----------                          --------------------------                        ------
<S>                                     <C>                                          <C>
/s/ Joseph R. Wright, Jr.               Chairman of the Board of                     January 31, 1997
-------------------------------         Directors, Chief Executive Officer, 
Joseph R. Wright, Jr.                   President and Director
                                        (Principal Executive Officer)


/s/ Michael J. Lim                      Chief Financial Officer and Director         January 31, 1997
-------------------------------         (Principal Financial Officer 
Michael J. Lim                          and Principal Accounting
                                        Officer)



/s/ Tim McNamar                         Vice Chairman of the Board of                January 31, 1997
-------------------------------         Directors and Director
Tim McNamar                             



/s/ Xiao Jun                                    Director                             January 31, 1997
-------------------------------
Xiao Jun


                                                Director                           _______________, 1997
-------------------------------
Ju Feng

/s/ William H. Davidson                         Director                             January 31, 1997
-------------------------------
William H. Davidson                                                             


                                                Director                           _______________, 1997
-------------------------------
Teoh Set Seng

</TABLE>

                                      II-5
<PAGE>

                               POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Joseph R. Wright, Jr. and Michael J. Lim,
or either of them, as his true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) and supplements to this Registration Statement, and
to file the same with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each end every act and thing requisite and necessary to be done in
connection therewith, as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents, or any of them or their substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.

     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 dates indicated.

<TABLE>
<CAPTION>
     Signature                          Capacity in Which Signed                           Date
    ----------                          --------------------------                        ------
<S>                                     <C>                                          <C>
/s/ Joseph R. Wright, Jr.               Chairman of the Board of                     January 31, 1997
-------------------------------         Directors, Chief Executive Officer,     
Joseph R. Wright, Jr.                   President and Director
                                        (Principal Executive Officer)


/s/ Michael J. Lim                      Chief Financial Officer and Director         January 31, 1997
-------------------------------         (Principal Financial Officer 
Michael J. Lim                          and Principal Accounting
                                        Officer)



/s/ Tim McNamar                         Vice Chairman of the Board of                January 31, 1997
-------------------------------         Directors and Director
Tim McNamar                             



/s/ Xiao Jun                                    Director                             January 31, 1997
-------------------------------
Xiao Jun


                                                Director                           _______________, 1997
-------------------------------
Ju Feng

/s/ William H. Davidson                         Director                             January 31, 1997
-------------------------------
William H. Davidson                                                             


                                                Director                           _______________, 1997
-------------------------------
Teoh Set Seng

</TABLE>

                                      II-6
<PAGE>
                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
                                                                                        Sequentially
         Document                       Description of Document                         Numbered Page
         --------                      -------------------------                       ---------------
          <S>                 <C>                                                       <C>
          4.1                 Consulting Agreement between the Registrant
                               and David Rubenstein, dated October 15, 1996
          4.2                 Consulting Agreement between the Registrant
                              and E. Pendleton James, dated March 22, 1995, and
                              amendment thereto dated January 8, 1997
          4.3                 Employment Agreement between the Registrant
                              and Joseph R. Wright, Jr., dated as of April 15,and
                              amendments thereto dated as of November 21, 1995(1)
                              and September 12, 1996
          5.1                 Opinion of Matthias & Berg LLP
          24.1                Consent of Matthias & Berg LLP (included in Exhibits 5.1)
          24.2                Consent of Singer Lewak Greenbaum & Goldstein LLP

</TABLE>

_______________________________

(1)  Filed as part of the Company's Current Reports on Form 8-K, dated May 1,
1995 and December 22, 1995.
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 48844}]
{"company-data": {"conformed-name": "AVIC GROUP INTERNATIONAL INC/", "cik": "0000912890", "assigned-sic": "1000", "irs-number": "840873124", "state-of-incorporation": "CO", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-20839", "film-number": "97515602"}, "business-address": {"street1": "599 LEXINGTON AVE", "street2": "44TH FL", "city": "NEW YORK", "state": "NY", "zip": "10022", "phone": "2123199160"}, "mail-address": {"street1": "599 LEXINGTON AVENUE", "street2": "44TH FLOOR", "city": "NEW YORK", "state": "NY", "zip": "10022"}, "former-company": {"former-conformed-name": "YAAK RIVER MINES LTD", "date-changed": "19931001"}}
Registration No. 333-________

   As filed with the Securities and Exchange Commission on January 31, 1997

_______________________________________________________________________________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington D. C. 20549
                             ______________________

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                             ______________________

                         AVIC GROUP INTERNATIONAL, INC.
             (Exact name of registrant as specified in its charter)

  Delaware                                                   52-1989122 
----------------                                        ----------------------
(State or other                                           (I.R.S. Employer
jurisdiction of                                         Identification Number)
incorporation or
organization)
                              599 Lexington Avenue
                                   44th Floor
                            New York, New York  10022
                                 (212) 319-9160

               (Address, including zip code, and telephone number,
        including area code, or registrant's principal executive offices)

                       SHARES OF COMMON STOCK AND WARRANTS
                               ISSUED PURSUANT TO
                      EMPLOYMENT AND CONSULTING AGREEMENTS
                              (Full title of plan)

                              Joseph R. Wright, Jr.
                             Chief Executive Officer
                         AVIC Group International, Inc.
                              599 Lexington Avenue
                                   44th Floor
                            New York, New York  10022
                                 (212) 319-9160

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

                                   Copies to:

                               Matthias & Berg LLP
                             515 South Flower Street
                                  Seventh Floor        
                         Los Angeles, California 90071 
                           Attn: Jeffrey P. Berg, Esq. 
                             Phone (213) 895-4200  
                               Fax (213) 895-4058
(REGISTRATION STATEMENT COVER PAGE CONTINUED)

                         CALCULATION OF REGISTRATION FEE
Title of Each Class of Securities    Amount to be           Proposed Maximum                 Proposed Maximum    Amount of 
 to be Registered                     Registered(1)          Offering Price per Share(1)      Aggregate Offering  Registration
                                                                                              Price(1)            Fee(2) 
 ------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $0.001 per 
 share                                    397,500                  $2.75                      $1,093,125.00         $331.25 
 ------------------------------------------------------------------------------------------------------------------------------
 ------------------------------------------------------------------------------------------------------------------------------
_________________________________

(1)  Estimated solely for the purpose of calculating the registration fee based
     upon the closing market price of the Common Stock as reported on the
     American Stock Exchange on January 30, 1997.

(2)  Pursuant to General Instruction E, the registration fee paid in connection
     herewith is based on the maximum aggregate price at which securities
     covered by this registration statement are proposed to be offered.
REOFFER PROSPECTUS

                         AVIC GROUP INTERNATIONAL, INC.
                                 397,500 SHARES
                                  COMMON STOCK
                                        
                         OFFERED BY SELLING STOCKHOLDERS

     This Reoffer Prospectus (the "Prospectus") relates to the reoffer and 
resale of up to 397,500 shares (the "Shares") of common stock, par value 
$0.001 (the "Common Stock") of AVIC Group International, Inc., a Delaware 
corporation (the "Company"), to be offered from time to time for the account 
of certain directors, officers, employees and consultants of the Company (the 
"Selling Stockholders"), some of whom may be deemed to be "affiliates" of the 
Company, as such term is defined in Rule 405 of the Securities Act of 1933, 
as amended (the "Securities Act").  The 397,500 Shares constitute: (i) up to 
197,500 shares of Common Stock which have been or may be issued to certain 
officers, directors, employees and consultants of the Company as compensation 
for employment or consulting services, and (ii) up to 200,000 shares of 
Common stock which may be issued by the Company upon the exercise of certain 
warrants granted to David Rubenstein as compensation for consulting services. 
 See "Selling Stockholders" and "Plan of Distribution."  

     The Selling Stockholders directly, through agents designated from time 
to time, or through brokers, dealers, or through underwriters to be 
designated, may sell the shares of Common Stock offered hereby from time to 
time on terms to be determined at the time of sale.  To the extent required 
by applicable law, the specific shares to be sold, the terms of the offering, 
including price, the names of any agent, dealer or underwriter, and any 
applicable commission, discount or other compensation with respect to a 
particular sale will be set forth in an accompanying Prospectus Supplement.  
See "Selling Stockholders" and "Plan of Distribution."

     The Company will receive none of the proceeds from the sale of these 
Shares. The Selling Stockholders and any broker-dealer, agents or 
underwriters that participate with the Selling Stockholders in the 
distribution of the Common Stock may be deemed to be underwriters within the 
meaning of the Securities Act and any commission received by them and any 
profit on the resale of the Common Stock purchased by them may be deemed to 
be underwriting commissions or discounts under the Securities Act.  The 
Company has paid all of the costs of the Offering with respect to the Shares 
to be offered by the Selling Stockholders.  See "Selling Stockholders" and 
"Plan of Distribution."

     The Company's Common Stock is currently listed for trading on the 
American Stock Exchange under the symbol "AV."  On January 30, 1997, the 
closing market price for the Common Stock on the American Stock Exchange was 
approximately $2.75 per share.

                      THESE SECURITIES ARE SPECULATIVE
                     AND INVOLVE A HIGH DEGREE OF RISK.

                          ________________________

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

                The date of this Prospectus is January 31, 1997
AVAILABLE INFORMATION

     The Company has filed with the Commission, a Registration Statement on 
Form S-8 under the Securities Act of 1933, as amended (the "Securities Act") 
with respect to the securities offered hereby.  This Prospectus does not 
contain all the information set forth in the Registration Statement and the 
exhibits and schedules thereto.  For further information with respect to the 
Company and the Shares, reference is made to the Registration Statement and 
the exhibits and schedules filed as a part thereof.  Statements made in this 
Prospectus as to the contents of any contract or any other document referred 
to are not necessarily complete, and, in each instance, reference is made to 
the copy of such contract or document filed as an exhibit to the Registration 
Statement, each such statement being qualified in all respects by such 
reference to such exhibits. The Registration Statement, including exhibits 
and schedules thereto, may be inspected without charge at the public 
reference facilities maintained by the Securities and Exchange Commission 
(the "Commission") at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., 
Washington, D.C. 20549 and at the regional offices of the Commission at 7 
World Trade Center, 13th Floor, New York, New York 10048 and at 500 West 
Madison Street, Suite 1400, Chicago, Illinois 60661-2411.  Copies of the 
Registration Statement and the exhibits and schedules thereto may be obtained 
from the Commission at such offices upon payment of prescribed rates.

     The Company is currently subject to the reporting requirements of the 
Securities Exchange Act of 1934, as amended (the "Exchange Act") and in 
accordance therewith files reports, proxy statements and other information 
with the Commission.  Such reports, proxy statements and other information 
may be inspected and copied  at the public reference facilities of the 
Commission at 450 Fifth Street, N.W., Washington D.C. 20549; at its New York 
Regional Office, Room 1400, 7 World Trade Center, New York, New York 10048; 
and at its Chicago Regional Office, 500 West Madison Street, Suite 1400, 
Chicago, Illinois 60661-2411, and copies of such materials can be obtained 
from the Public Reference Section at prescribed rates.  The Company intends 
to furnish its stockholders with annual reports containing audited financial 
statements and such other periodic reports as the Company may determine to be 
appropriate or as may be required by law.

     Further, the Company's most recent reports, proxy and information 
statements and other information may be inspected and copied at the offices 
of American Stock Exchange, 86 Trinity Place, New York, New York 10006, at 
prescribed rates.

     The following documents, including the exhibits thereto, which are on 
file with the Securities and Exchange Commission (the "Commission"), are 
incorporated in this Registration Statement by reference:

     (a)  Annual Report on Form 10-KSB for the fiscal year ended March 31, 1996.
     (b)  Quarterly Reports on Form 10-QSB for the quarters ended June 30 and
          September 30, 1996.
     (c)  The description of the Common Stock which is contained in the
          registration statements filed under the Securities and Exchange Act of
          1934, as amended (the "Exchange Act"), including any amendment or
          report filed for the purpose of updating such description.

     All documents filed by the Registrant pursuant to Section 13(a), 14 and 
15(d) of the Exchange Act prior to the filing of a post-effective amendment 
which indicates that all shares offered hereby have been sold or which 
deregisters all shares then remaining unsold, shall be deemed to be 
incorporated in this Registration Statement by reference and to be a part 
hereof from the date of filing of such documents.

                                      2
The Company will provide without charge to each person to whom a copy of 
this Prospectus has been delivered, upon the written or oral request of such 
person, a copy of any or all of the documents which have been or may be 
incorporated by reference in this Prospectus (other than exhibits to such 
documents, unless such exhibits are specifically incorporated by reference 
into such documents).  Requests should be directed to: AVIC Group 
International, Inc., 599 Lexington Avenue, 44th Floor, New York, New York 
10022, Attention: Timothy P.F. Crowley, Secretary.  Telephone requests may be 
directed to the Secretary at (212) 319-9160.

     Any statements 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 Prospectus 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 statement so modified or superseded shall not be deemed, except as so 
modified or superseded, to constitute a part of this Prospectus.  All 
information appearing in this Prospectus is qualified in its entirety by the 
information and financial statements (including notes thereto) appearing in 
the documents incorporated herein by reference, except to the extent set 
forth in the immediately preceding statement.

                                   THE COMPANY

     The Company is a development stage company which is engaged principally 
in the business of establishing joint ventures ("Sino-foreign joint 
ventures") with entities situated in the People's Republic of China ("PRC") 
in the telecommunications industry in the PRC.  The Company intends to 
establish these Sino-foreign joint ventures to develop telecommunications 
networks in the PRC in cooperation with authorized telecommunications network 
operators in the PRC.  In connection with this business plan, the Company has 
entered into certain agreements with entities, which are affiliates of 
Tweedia International Ltd., the Company's principal stockholder.  These 
agreements contemplate the Company's participation in distributions from the 
authorized operations of Sino-foreign joint ventures for the purpose of 
building telecommunications networks, transferring ownership of the networks 
to authorized telecommunications network operators in the PRC, and servicing 
and maintaining such telecommunications networks ("BTSM"), including the 
creation and development of a Global Service Mobile telephone network in 
Hebei Province, PRC, and a paging system network, a fixed wire telephone 
network and a cellular telephone network in the PRC.

     Certain of these agreements are preliminary in nature and are subject to 
the receipt of significant approvals and permits from various governmental 
agencies in the PRC, and, in certain cases, the execution of more definitive 
agreements.  There can be no assurances that, with respect to these 
Sino-foreign joint ventures that require more definitive agreements and 
further approvals, such definitive agreements will ever be consummated or 
that such approvals and permits will be obtained for the benefit of the 
Company.

     Since the Company does not currently have the technical capability, 
personnel or resources to build, service or maintain a telecommunications 
network, the consummation of all or any of these transactions may require the 
cooperation and participation of third parties, other than PRC governmental 
agencies, who may be parties to or independent contractors with any such 
proposed Sino-foreign joint ventures.  There can be no assurances that the 
Company will be able to obtain the requisite cooperation or participation of 
any such third parties with respect to the Company's proposed business 
operations.

     Although each of these agreements sets forth certain understandings as 
to the extent of the contributions and interests in these proposed 
Sino-foreign joint ventures, there can be no assurances as to the final terms 
of the definitive agreements, if any, with respect to these proposed 
Sino-foreign joint ventures. 

                                      3
Further, each of these agreements will require significant financings 
necessary to fund the construction of such networks.  The Company does not 
currently have any commitments for any such financing or sufficient  
resources to fund such construction, and there can be no assurances that any 
such financing can be obtained on terms favorable to the Company or at all.

     In addition, the Company's proposed business operations in the PRC are 
subject to significant risks.  These risks include, but are not limited to 
the limited precedent for the establishment of Sino-foreign joint ventures 
for the purpose of engaging in the telecommunications industry in the PRC, 
governmental restrictions on foreign business ventures in the PRC, PRC 
regulation of its economy and foreign currency exchange and the general 
political environment in the PRC.

     The Company's successful transition from a development stage company to 
profitable operations is dependent upon obtaining adequate financing to fund 
current operations and the development of a market for the Company's business.

     The Company's auditors have included an explanatory paragraph in their 
Report of Independent Certified Public Accountants to the effect that 
recovery of the Company's assets are dependent upon future events, the 
outcome of which is undeterminable, and that the successful completion of the 
Company's development program and its transition, ultimately, to the 
attainment of profitable operations is dependent upon obtaining adequate 
financing to fulfill its development activities and achieving a level of 
sales adequate to support the Company's cost structure.  There can be no 
assurances that such a financing can be completed on terms favorable to the 
Company or at all, or that the business of the Company will ever achieve 
profitable operations.

     The Company's principal executive offices are located at 599 Lexington 
Avenue, 44th Floor, New York, New York 10022, tel. no. (212) 319-9160. 

                                      4
USE OF PROCEEDS

     The Company will not receive any of the net proceeds from the shares of 
Common Stock to be offered by the Selling Stockholders, all of which net 
proceeds will be received by the Selling Stockholders.  See "Selling 
Stockholders" and "Plan of Distribution."  

                              PLAN OF DISTRIBUTION

     The shares of the Company's Common Stock offered hereby by the Selling 
Stockholders may be sold from time to time to purchasers directly by the 
Selling Stockholders.  Alternatively, the Selling Stockholders may from time 
to time offer the shares of  Common Stock through underwriters, dealers or 
agents, who may receive compensation in the form of underwriting discounts, 
concessions or commissions from the Selling Stockholders and/or the 
purchasers of the shares for whom they may act as agent.  The Selling 
Stockholders and any underwriters, dealers or agents that participate in the 
distribution of the shares of Common Stock may be deemed to be underwriters 
and any profit on the sale of shares by them and any discounts, commissions 
or concessions received by any such underwriters, dealers or agents may be 
deemed to be underwriting discounts and commissions under the Securities Act. 
 At the time a particular offer of shares is made, to the extent required by 
applicable law, a Prospectus Supplement will be distributed which will set 
forth the specific shares to be sold and the terms of the offering, including 
the name or names of any underwriters, dealer-agents, any discounts, 
commissions or concessions allowed or reallowed or paid to dealers.

     The shares of Common Stock may be sold from time to time in one or more 
transactions at a fixed offering price which may be changed or at varying 
prices determined at the time of sale or negotiated prices.

     The Company has paid all of the expenses incident to the offering of the 
shares of the Common Stock offered by the Selling Stockholders, other than 
commissions and discounts of underwriters, dealers or agents.

                                      5
SELLING STOCKHOLDERS

     This Prospectus relates to shares of Common Stock which have been or may 
be acquired by the Selling Stockholders from time to time through: (i) the 
issuance of up to 197,500 shares of Common Stock to certain officers, 
directors, employees and consultants of the Company as compensation for 
employment or consulting services, and (ii) the exercise of certain warrants 
to purchase up to 200,000 shares of Common Stock granted pursuant to the 
terms of a consulting agreement.  The following table sets forth certain 
information with respect to Selling Stockholders, some of whom may be deemed 
to be "affiliates" of the Company, as such term is defined in Rule 405 of the 
Securities Act, as of the date of this Prospectus, as follows: (i) the name 
and position with the Company within the past three (3) years of each Selling 
Stockholder; (ii) the number of shares of Common Stock beneficially owned by 
each Selling Stockholder (including shares obtainable under options 
exercisable within sixty (60) days of such date); (iii) the number of shares 
of Common Stock being offered hereby, and (iv) the number and percentage of 
the Company's outstanding shares of Common Stock to be beneficially owned by 
each Selling Stockholder before and after completion of the sale of Common 
Stock being offered hereby.  There can be no assurance that any of the 
Selling Stockholders will sell any or all of the shares of Common Stock 
offered hereby.
NO. OF SHARES                           NO. OF SHARES
                              BENEFICIALLY        NO. OF SHARES       BENEFICIALLY 
NAME AND ADDRESS              OWNED BEFORE        TO BE OFFERED       OWNED AFTER                      PERCENT #
OF BENEFICIAL OWNER             OFFERING           FOR RESALE          OFFERING*            BEFORE OFFERING    AFTER OFFERING* 
--------------------         -------------        -------------       ----------            ---------------    ---------------
Joseph R. Wright, Jr.(1)       3,297,500             187,500            3,110,000                 9.70             9.15

E. Pendleton James(2)             10,000              10,000                0                      (3)              (3)

David Rubenstein(4)              200,000             200,000                0                      (3)              (3)
Information with respect to Selling Stockholders from time to time will 
be updated in supplements to this Prospectus, which will be filed with the 
Commission in accordance with Rule 424(b) under the Securities Act.

     As of January 31, 1997, there were issued and outstanding 30,987,190 
shares of Common Stock.

(FOOTNOTES ON FOLLOWING PAGE)

                                      6
(FOOTNOTES FROM PRIOR PAGE)

#    Pursuant to the rules of the Commission, shares of Common Stock which an
     individual or group has a right to acquire within 60 days pursuant to the
     exercise of options or warrants are deemed to be outstanding for the
     purpose of computing the percentage ownership of such individual or group,
     but are not deemed to be outstanding for the purpose of computing the
     percentage ownership of any other person shown in the table.

*    Assumes the exercise in full and sale of all the Shares registered for
     reoffer and resale pursuant to this Registration Statement.

1.   The address for Mr. Wright is 599 Lexington Avenue, 44th Floor, New York,
     New York 10022.  Mr. Wright is the beneficial owner of 297,500 shares of
     Common Stock and options to purchase up to 3,000,000 shares of Common
     Stock.  Further, up to an additional 3,000,000 options to purchase shares
     of Common Stock may vest pursuant to the terms of an employment agreement
     between Mr. Wright and the Company.  Mr. Wright is the Chairman of the
     Board of Directors, Chief Executive Officer and President of the Company.

2.   The address for Mr. James is 200 Park Avenue, Suite 4250, New York, New
     York 10166.  The Company issued 10,000 shares of Common Stock to Mr. James
     as compensation pursuant to the terms of a consulting agreement between Mr.
     James and the Company.

3.   Less than 1%.

4.   The address for Mr. Rubenstein is 1001 Pennsylvania Avenue, N.W., Suite
     220, Washington, D.C. 20004-2505.  The Company issued warrants to Mr.
     Rubenstein to purchase up to 200,000 shares of Common Stock at an exercise
     price of $1.27 per share as compensation pursuant to the terms of a
     consulting agreement between Mr. Rubenstein and the Company.

                                      7
DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION
                         FOR SECURITIES ACT LIABILITIES

     The Commission has expressed its opinion that indemnification of 
directors, officers and controlling persons of the Company against 
liabilities arising under the Securities Act, is against public policy as 
expressed in the Securities Act and is, therefore, unenforceable.  In the 
event that a claim for indemnification against such liabilities (other than 
the payment by the Company of expenses incurred or paid by an Indemnitee of 
the Company in the successful defense of any such act or proceeding) is 
asserted by such Indemnitee in connection with securities which have been 
registered by the Company, the Company will, unless in the opinion of its 
counsel the matter has been settled by controlling precedent, submit to a 
court of appropriate jurisdiction the question whether such indemnification 
by it is against public policy as expressed in the Securities Act and will be 
governed by the final adjudication of such issue.

                                  LEGAL MATTERS

     Certain matters with respect to the validity of the Shares offered 
hereby will be passed upon for the Company by Matthias & Berg LLP, 515 South 
Flower Street, Seventh Floor, Los Angeles, California 90071.  Matthias & Berg 
LLP currently owns options to purchase up to 20,102 shares of Common Stock, 
exercisable at $1.50 per share.

                                     EXPERTS

     The audited financial statements of the Company as of March 31, 1996 and 
1995 and the related statements of operations, stockholders' equity and cash 
flows for the years ended March 31, 1996, and 1995, incorporated by reference 
in this Prospectus, have been so incorporated herein in reliance on the 
report of Singer Lewak Greenbaum & Goldstein LLP (successors to the practice 
of Shillan Abrams & Company), independent certified public accountants, given 
on the authority of such firm as experts in auditing and accounting. 

                                      8
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS IN CONNECTION WITH THIS OFFERING OTHER THAN THOSE CONTAINED IN
THIS PROSPECTUS, AND IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST
NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY.  THIS PROSPECTUS
DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO PURCHASE
ANY SECURITIES OTHER THAN THE SECURITIES TO WHICH IT RELATES OR AN OFFER TO, OR
A SOLICITATION OF ANY PERSON IN ANY JURISDICTION WHERE SUCH AN OFFER OR
SOLICITATION WOULD BE UNLAWFUL.  NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY
SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT
THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR
THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO
THE DATE HEREOF.

          TABLE OF CONTENTS
                                    PAGE

AVAILABLE INFORMATION. . . . . .     2
THE COMPANY. . . . . . . . . . .     3
USE OF PROCEEDS. . . . . . . . .     5
PLAN OF DISTRIBUTION . . . . . .     5
SELLING STOCKHOLDERS . . . . . .     6
DISCLOSURE OF COMMISSION POSITION
 OF INDEMNIFICATION FOR SECURITIES
 ACT LIABILITIES . . . . . . . .     8
LEGAL MATTERS. . . . . . . . . .     8
EXPERTS. . . . . . . . . . . . .     8

                                 AVIC GROUP
                            INTERNATIONAL,  INC.

                              397,500 SHARES

                              OF COMMON STOCK

                               ____________

                                PROSPECTUS
                               ____________

                             JANUARY 31, 1997
PART I.   INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1:   PLAN INFORMATION.

     The information required by Part I is included in documents to be sent or
given to the participants.

ITEM 2:   REGISTRATION INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

     Upon written or oral request, AVIC Group International, Inc., a Delaware 
corporation (the "Registrant") will provide, without charge, a copy of all 
documents incorporated by reference in Item 3 of Part II of this Registration 
Statement, which are incorporated by reference in the Section 10(a) 
Prospectus, and all other documents required to be delivered to employees 
pursuant to Rule 428(b) promulgated under the Securities Act of 1933, as 
amended (the "Securities Act").  All requests should be made to AVIC Group 
International, Inc., Timothy P.F. Crowley, Secretary, 599 Lexington Avenue, 
44th Floor, New York, New York 10022, tel. no. (212) 319-9160.

PART II:  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3:    INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents, including the exhibits thereto, which are on file
with the Securities and Exchange Commission (the "Commission"), are incorporated
in this Registration Statement by reference:

     (a)  Annual Report on Form 10-KSB for the fiscal year ended March 31, 1996.
     (b)  Quarterly Reports on Form 10-QSB for the quarters ended June 30 and
          September 30, 1996.
     (c)  The description of the Common Stock which is contained in the
          registration statements filed under the Securities and Exchange Act of
          1934, as amended (the "Exchange Act"), including any amendment or
          report filed for the purpose of updating such description.

     All documents filed by the Registrant pursuant to Section 13(a), 14 and 
15(d) of the Exchange Act prior to the filing of a post-effective amendment 
which indicates that all shares offered hereby have been sold or which 
deregisters all shares then remaining unsold, shall be deemed to be 
incorporated in this Registration Statement by reference and to be a part 
hereof from the date of filing of such documents.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

                                      II-1
ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The Registrant's Certificate of Incorporation generally provide for the 
maximum indemnification of a corporation's officers and directors as 
permitted by law in the State of Delaware.  Delaware law empowers a 
corporation to indemnify any person who was or is a party or who is 
threatened to be made a party to any threatened, pending, or completed 
action, suit or proceeding, whether civil, criminal, administrative or 
investigative, except in the case of an action by or in the right of the 
corporation, by reason of the fact that he or she is or was a director, 
officer, employee or agent of the corporation or is or was serving at the 
request of the corporation as a director, officer, employee or agent of 
another corporation or other enterprise.  Depending on the character of the 
proceeding, a corporation may indemnify against expenses (including 
attorney's fees), judgments, fines and amounts paid in settlement actually 
and reasonably incurred in connection with such action, suit or proceeding if 
the person indemnified acted in good faith and in a manner he or she 
reasonably believed to be in or not opposed to the best interests of the 
corporation, and with respect to any criminal action or proceedings, had no 
reasonable cause to believe his or her conduct was unlawful.

     A corporation may indemnify any person who was or is a party or is 
threatened to be made a party to any threatened, pending or completed action 
or suit by or in the right of the corporation to procure a judgment in its 
favor by reason of the fact that he or she is or was a director, officer, 
employee or agent of the corporation, or is or was serving at the request of 
the corporation as a director, officer, employee or agent of another 
corporation or other enterprise, against expenses, including amounts paid in 
settlement and attorney's fees actually and reasonably incurred by him or her 
in connection with the defense or settlement of the action or suit if he or 
she acted in good faith and in a manner which he or she reasonably believed 
to be in or not opposed to the best interests of the corporation.  
Indemnification may not be made for any claim, issue or matter as to which 
such a person has been adjudged by a court of competent jurisdiction, after 
exhaustion of all appeals therefrom, to be liable to the corporation or for 
amounts paid in settlement to the corporation unless and only to the extent 
that the court in which the action or suit was brought or other court of 
competent jurisdiction determines upon application that in view of all the 
circumstances of the case, the person is fairly and reasonably entitled to 
indemnity for such expenses as the court deems proper.

     To the extent that a director, officer, employee or agent of a 
corporation has been successful on the merits or otherwise in defense of any 
action, suit or proceeding referred to above, or in defense of any claim, 
issue or matter therein, he or she must be indemnified by the corporation 
against expenses, including attorney's fees, actually and reasonably incurred 
by him in connection with the defense.  Any indemnification under this 
section, unless ordered by a court or advanced pursuant to this section, must 
be made by the corporation only as authorized in the specific case upon a 
determination that indemnification of the director, officer, employee or 
agent is proper in the circumstances. The determination must be made: (a) by 
the stockholders; (b) by the board of directors by majority vote of a quorum 
consisting of directors who were not parties to the action, suit or 
proceeding; (c) if a majority vote of a quorum consisting of directors who 
were not parties to the action, suit or proceeding so orders, by independent 
legal counsel in a written opinion; or (d) if a quorum consisting of 
directors who were not parties to the action, suit or proceeding cannot be 
obtained, by independent legal counsel in a written opinion.

     The certificate of incorporation, the bylaws or an agreement made by the 
corporation may provide that the expenses of officers and directors incurred 
in defending a civil or criminal action, suit or proceeding must be paid by 
the corporation as they are incurred and in advance of the final disposition 
of the action, suit or proceeding upon receipt of an undertaking by or on 
behalf of the director or officer to repay the amount if it is ultimately 
determined by a court of competent jurisdiction that he or she is not 
entitled to be indemnified by the corporation.  The provisions of this 
section do not affect any rights to advancement of expenses to which 
corporate personnel other than directors or officers may be entitled under 
any contract or otherwise by law.

                                      II-2
The indemnification and advancement of expenses authorized in or ordered 
by a court pursuant to this section: (a) does not exclude any other rights to 
which a person seeking indemnification or advancement of expenses may be 
entitled under the articles of incorporation or any bylaw, agreement, vote of 
stockholders or disinterested directors or otherwise, for either an action in 
his or her official capacity or an action in another capacity while holding 
his or her office, except that indemnification, unless ordered by a court 
pursuant to this section or for the advancement of any director or officer if 
a final adjudication establishes that his or her acts or omissions involved 
intentional misconduct, fraud or a knowing violation of the law and was 
material to the cause of action; and (b) continues for a person who has 
ceased to be a director, officer, employee or agent and inures to the benefit 
of the heirs, executors and administrators of such a person.

ITEM 8:   EXHIBITS

4.1  Consulting Agreement between the Registrant and David Rubenstein, dated
     October 15, 1996
4.2  Consulting Agreement between the Registrant and E. Pendleton James, dated
     March 22, 1995, and amendment thereto dated January 8, 1997
4.3  Employment Agreement between the Registrant and Joseph R. Wright, Jr.,
     dated as of April 15, 1995, and amendments thereto dated as of November 21,
     1995(1) and September 12, 1996
5.1  Opinion of Matthias & Berg LLP
24.1 Consent of Matthias & Berg LLP (included in Exhibits 5.1)
24.2 Consent of Singer Lewak Greenbaum & Goldstein LLP

_________________________________

(1)   Filed as part of the Company's Current Reports on Form 8-K, dated May 1,
1995 and December 22, 1995.

ITEM 9:   UNDERTAKINGS

     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 the registration statement (or the most
                recent post-effective amendment thereof) which, individually or
                in the aggregate, represent a fundamental change in the
                information set forth in the registration statement.  

          (iii) To include any material information with respect to the plan
                of distribution not previously disclosed in the registration
                statement or any material change to such information in the
                registration statement;

          PROVIDED, HOWEVER, that paragraphs (1)(i) and (1)(ii) above do not
apply if the Registration Statement is on From S-3 or Form S-8, and the
information required to be included in a post-effective amendment by those
paragraphs is incorporated by reference from periodic reports filed by the
Registrant under the Exchange Act.

     (2)  That, for determining liability under the Securities Act, to treat
each such post-effective amendment as a new registration statement of the
securities offered, and the offering of such securities at that time to be the
initial BONA FIDE offering.

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

     The undersigned registrant hereby under takes that, for purposes of 
determining any liability under the Securities Act of 1933, each filing of 
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of 
the Securities Exchange Act of 1934 (and, where applicable, each filing of 
any employee benefit plan's annual report pursuant to Section 15(d) of the 
Securities Exchange Act of 1934) that is incorporated by reference in the 
registration statement shall be deemed to be a new registration statement 
relating to the securities offered therein, and the offering of such 
securities at that time shall be deemed to be the initial bona fide offering 
thereof.

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

                                      II-4
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the 
Registrant certifies that it has reasonable grounds to believe that it meets 
all of the requirements for filing on Form S-8 and has duly caused this 
Registration Statement to be signed on its behalf by the undersigned, 
thereunto duly authorized, in the city of New York, New York, on this 
31st day of January, 1997.

                                                  AVIC GROUP INTERNATIONAL, INC.

                                             By: /s/ Joseph R. Wright, Jr.
                                                 ------------------------------
                                                 Joseph R. Wright, Jr.
                                                 Chief Executive Officer

     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 dates indicated.
Signature                          Capacity in Which Signed                           Date
    ----------                          --------------------------                        ------
/s/ Joseph R. Wright, Jr.               Chairman of the Board of                     January 31, 1997
-------------------------------         Directors, Chief Executive Officer, 
Joseph R. Wright, Jr.                   President and Director
                                        (Principal Executive Officer)

/s/ Michael J. Lim                      Chief Financial Officer and Director         January 31, 1997
-------------------------------         (Principal Financial Officer 
Michael J. Lim                          and Principal Accounting
                                        Officer)

/s/ Tim McNamar                         Vice Chairman of the Board of                January 31, 1997
-------------------------------         Directors and Director
Tim McNamar                             

/s/ Xiao Jun                                    Director                             January 31, 1997
-------------------------------
Xiao Jun

                                                Director                           _______________, 1997
-------------------------------
Ju Feng

/s/ William H. Davidson                         Director                             January 31, 1997
-------------------------------
William H. Davidson                                                             

                                                Director                           _______________, 1997
-------------------------------
Teoh Set Seng
II-5
POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Joseph R. Wright, Jr. and Michael J. Lim,
or either of them, as his true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) and supplements to this Registration Statement, and
to file the same with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each end every act and thing requisite and necessary to be done in
connection therewith, as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents, or any of them or their substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.

     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 dates indicated.
Signature                          Capacity in Which Signed                           Date
    ----------                          --------------------------                        ------
/s/ Joseph R. Wright, Jr.               Chairman of the Board of                     January 31, 1997
-------------------------------         Directors, Chief Executive Officer,     
Joseph R. Wright, Jr.                   President and Director
                                        (Principal Executive Officer)

/s/ Michael J. Lim                      Chief Financial Officer and Director         January 31, 1997
-------------------------------         (Principal Financial Officer 
Michael J. Lim                          and Principal Accounting
                                        Officer)

/s/ Tim McNamar                         Vice Chairman of the Board of                January 31, 1997
-------------------------------         Directors and Director
Tim McNamar                             

/s/ Xiao Jun                                    Director                             January 31, 1997
-------------------------------
Xiao Jun

                                                Director                           _______________, 1997
-------------------------------
Ju Feng

/s/ William H. Davidson                         Director                             January 31, 1997
-------------------------------
William H. Davidson                                                             

                                                Director                           _______________, 1997
-------------------------------
Teoh Set Seng
II-6
EXHIBIT INDEX
Sequentially
         Document                       Description of Document                         Numbered Page
         --------                      -------------------------                       ---------------
4.1                 Consulting Agreement between the Registrant
                               and David Rubenstein, dated October 15, 1996
          4.2                 Consulting Agreement between the Registrant
                              and E. Pendleton James, dated March 22, 1995, and
                              amendment thereto dated January 8, 1997
          4.3                 Employment Agreement between the Registrant
                              and Joseph R. Wright, Jr., dated as of April 15,and
                              amendments thereto dated as of November 21, 1995(1)
                              and September 12, 1996
          5.1                 Opinion of Matthias & Berg LLP
          24.1                Consent of Matthias & Berg LLP (included in Exhibits 5.1)
          24.2                Consent of Singer Lewak Greenbaum & Goldstein LLP
_______________________________

(1)  Filed as part of the Company's Current Reports on Form 8-K, dated May 1,
1995 and December 22, 1995.