As filed with the Securities and Exchange Commission on May 14, 1996

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

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


                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                                LASER STORM, INC.
              ---------------------------------------------------
             (Exact name of registrant as specified in its charter)

           Colorado                                           84-1139159
 -----------------------------                              -----------------
(State or other jurisdiction of                            (I.R.S. Employer
 incorporation or organization)                             Identification No.)

7808 Cherry Creek South Drive, Unit 301, Denver, Colorado 80231
- ---------------------------------------------------------------
(Address of Principal Executive Offices)             (Zip Code)


                        OPTIONS TO PURCHASE COMMON STOCK
                        --------------------------------
                            (Full Title of the Plan)

                                Robert J. Cooney
                              Chairman of the Board
                     7808 Cherry Creek South Drive, Unit 301
                             Denver, Colorado 80231
                      -------------------------------------
                     (Name and address of agent for service)

                                 (303) 751-8545
           -----------------------------------------------------------
          (Telephone number, including area code, of agent for service)


                                    Copy to:

                              Thomas S. Smith, Esq.
                            Hopper and Kanouff, P.C.
                         1610 Wynkoop Street, Suite 200
                             Denver, Colorado 80202
                                 (303) 892-6000


The Exhibit Index may be  found on page 8 of  the sequentially  numbered copy of
this Registration Statement.



<PAGE>

<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE

         Title of             Amount        Proposed         Proposed Maximum      Amount of
     Securities to be         to be      Maximum Offering        Aggregate       Registration
        Registered          Registered    Price Per Share     Offering Price         Fee
     ----------------       ----------   ----------------    ----------------    ------------

<C>                           <C>         <C>                   <C>               <C>       
Common Stock,
$0.001 par value ..........   141,000     $   0.20(1)           $   28,200        $     9.72

Common Stock,
$0.001 par value ..........    75,000     $   0.75(1)           $   56,250        $    19.40

Common Stock,
$0.001 par value ..........    28,500     $   2.00(1)           $   57,000        $    19.66

Common Stock,
$0.001 par value ..........   300,400     $   4.00(1)           $1,201,600        $   414.34

Common Stock,
$0.001 par value ..........     5,100     $   3.59(2)           $   18,309        $     6.31
                              -------       ----------             -------            ------

         Total ............   550,000           XXX             $1,361,359        $   469.43

- -------------------
</TABLE>

(1)  Based on the exercise price per share in accordance with Rule 457(h)(1).

(2)  Based  on  the  average  of  the  closing  bid  and  asked  prices  of  the
     Registrant's Common Stock on the Nasdaq Small Cap Market on May 8, 1996, in
     accordance with Rule 457(h)(1).

                                      - 2 -

<PAGE>


                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference.

     The following  documents,  which have been filed by the Registrant with the
Securities and Exchange  Commission,  are hereby  incorporated by reference into
this Prospectus:

         (a)      Prospectus dated April 23, 1996.

         (b)      Form 8-A dated April 18, 1996.

         (c)      Form 8-A/A dated April 23, 1996.

     All documents  subsequently  filed by the  Registrant  pursuant to Sections
13(a),  13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold,  shall
be deemed to be incorporated by reference into this  Registration  Statement and
shall be a part hereof from the date of such filing.

Item 4.  Description of Securities.

     No information  is required to be furnished  hereunder due to the fact that
Registrant's  Common  Stock is  registered  under  Section 12 of the  Securities
Exchange Act of 1934.

Item 5.  Interests of Named Experts and Counsel.

     No information  is required to be furnished  hereunder due to the fact that
Item 509 of Regulation S-K is not applicable.

Item 6.  Indemnification of Directors and Officers.

     The statutes, charter provisions,  bylaws, contracts, or other arrangements
under which any controlling  person,  director,  or officer of the Registrant is
insured or indemnified in any manner against liability which he may incur in his
or her capacity as such are as follows:

     (a) Sections  7-109-102 to 7-109-110,  inclusive,  of the Colorado Business
Corporation Act give Colorado  corporations powers to indemnify their directors,
officers,  employees,  fiduciaries and agents against liability  incurred in any
proceeding to which they are made parties by reason of being or having served in
such capacities,  subject to specified conditions and exclusions;  authorize the
payment for or reimbursement of reasonable  expenses incurred by such persons in
such  proceedings;  mandate  indemnification  of directors  and officers who are
successful  on the merits;  and permit  corporations  to obtain  directors'  and
officers' liability insurance.

     (b) Article VI of  Registrant's  Restated  Articles of  Incorporation  with
Amendments, as amended, provides with respect to indemnification that a director
of the corporation  shall not be personally  liable to the corporation or to its
shareholders  for monetary  damages for breach of fiduciary  duty as a director;
except that this  provision  shall not  eliminate  or limit the  liability  of a
director  to  the  corporation  or to  its  shareholders  for  monetary  damages
otherwise  existing for (i) any breach of the director's  duty of loyalty to the
corporation or to its shareholders;  (ii) acts or omissions not in good faith or
which involve  intentional  misconduct or a knowing violation of law; (iii) acts
specified in Section 7-108-403 of the Colorado  Business  Corporation Act, as it


                                      - 3 -

<PAGE>



may be  amended  from  time to time;  or (iv) any  transaction  from  which  the
director directly or indirectly  derived any improper  personal benefit.  If the
Colorado  Business  Corporation Act is amended to eliminate or limit further the
liability of a director,  then, in addition to the elimination and limitation of
liability  provided by the  preceding  sentence,  the liability of each director
shall be eliminated or limited to the fullest  extent  permitted by the Colorado
Business Corporation Act as so amended.

     Paragraph  3  of  Article  VII  of   Registrant's   Restated   Articles  of
Incorporation  with  Amendments,  as amended,  provides  that  Registrant  shall
indemnify  to the maximum  extent  permitted by law in effect from time to time,
any person who is or was a director,  officer,  agent,  fiduciary or employee of
the  corporation  against any claim,  liability  or expense  arising  against or
incurred  by such  person  made  party to a  proceeding  because  he is or was a
director, officer, agent, fiduciary or employee of the corporation or because he
is or was serving  another  entity as a  director,  officer,  partner,  trustee,
employee, fiduciary or agent at the corporation's request. The corporation shall
further have the  authority to the maximum  extent  permitted by law to purchase
and maintain insurance providing such indemnification.

     (c) Article VI of the  Registrant's  Bylaws provides that Registrant  shall
indemnify any director,  officer, employee,  fiduciary or agent of Registrant or
one who is or was serving at the request of  Registrant  in a like  capacity for
any corporation,  partnership, joint venture, trust, unincorporated association,
limited liability company,  or other enterprise or employee benefit plan who is,
was or  threatened to be made, a party to any  threatened,  pending or completed
action,  suit or  proceeding  by reason of  serving  in such  capacity,  against
reasonably  incurred  expenses,  judgments,  penalties,  fines  and  settlements
reasonably  incurred,  if he  conducted  himself  in  good  faith  and  that  he
reasonably believed (i) in the case of conduct in his official capacity with the
corporation,  that his conduct was in the corporation's best interests,  or (ii)
in all other cases (except  criminal  cases),  that his conduct was at least not
opposed  to the  corporation's  best  interests,  or  (iii)  in the  case of any
criminal proceeding,  that he had no reasonable cause to believe his conduct was
unlawful;  or who was  wholly  successful  in  defense  of the  action,  suit or
proceeding to which he was entitled to indemnification.

     Article  VII  of the  Registrant's  Bylaws  permits  Registrant  to  obtain
insurance  against any liability  asserted  against or incurred by any director,
officer,  employee,  fiduciary or agent of Registrant arising out of the service
of such persons in such capacity.

     (d) The  Registrant  has obtained a  $3,000,000  Directors'  and  Officers'
Liability  Insurance  Policy  which,  in general,  provides  that the  insurance
carrier will pay on behalf of the  Registrant's  directors or officers,  or will
reimburse the Registrant  for amounts it pays under the indemnity  provisions to
its directors and officers, for damages,  settlements and costs of defense which
the directors or officers are legally obligated to pay for any actual or alleged
error, misstatement, misleading statement, act or omission, or neglect or breach
of duty by the  directors or officers in the discharge of their duties solely in
their  capacities as directors or officers of the Registrant,  its  subsidiaries
and certain joint  ventures.  Excluded are amounts the directors or officers are
required  to pay for  criminal  or civil  fines  or  penalties  imposed  by law,
punitive or exemplary  damages or the  two-thirds  portion of any treble  damage
award,  taxes,  or any  matter  which  may be deemed  uninsurable  under the law
pursuant to which the insurance  policy is construed.  Also excluded are amounts
paid for claims  which  arise out of such  things as the  directors  or officers
realizing illegal profits, having to return nonapproved remuneration, committing
fraudulent  criminal or dishonest acts, various torts, being liable for seepage,
pollution  or  contamination  and being  subject to claims by the Company or its
affiliates.

Item 7.  Exemption From Registration Claimed.

     No  response  is  required  to  Item  7 due  to the  fact  that  restricted
securities  are not to be  reoffered  or resold  pursuant  to this  Registration
Statement.


                                      - 4 -

<PAGE>


Item 8.  Exhibits.

Exhibit No                 Description.

5.1  Opinion of Hopper and Kanouff,  P.C.,  as to legality of  securities  being
     registered.

10.1 Amended Stock  Incentive Plan which is incorporated by reference to Exhibit
     10.5 to Registration Statement No. 33-98578.

10.2 Forms of Options Granted to Employees  which are  incorporated by reference
     to Exhibit 10.6 to Registration Statement No. 33-98578.

10.3 Options  Granted  to  Harrison  A.  Price  and  Harold  Skripsky  which are
     incorporated  by reference to Exhibit 10.17 to  Registration  Statement No.
     33-98578.

10.4 Options  Granted to  Michael  D.  Kessler  and Eric  Schwartzman  which are
     incorporated  by reference to Exhibit 10.21 to  Registration  Statement No.
     33-98578.

23.1 Consent of HEIN + ASSOCIATES LLP.

23.2 Consent of Hopper and Kanouff, P.C.

Item 9.  Undertakings.

     (a) The undersigned Registrant hereby undertakes:

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

          (ii) That,  for the purpose of  determining  any  liability  under the
     Securities Act of 1933, each such post-effective  amendment shall be deemed
     to be a new  registration  statement  relating  to the  securities  offered
     therein,  and the offering of such  securities at that time shall be deemed
     to be the initial bona fide offering thereof.

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

     (b) The undersigned  Registrant hereby undertakes that, for the 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  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.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  Registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
Registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the Registrant of expenses

                                      - 5 -

<PAGE>



incurred or paid by a director,  officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                      - 6 -

<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 and County of Denver, State of Colorado on May 13, 1996.

                                   LASER STORM, INC.




                                   By:   /s/ Robert J. Cooney
                                      ------------------------------------------
                                      Robert J. Cooney, Chief Executive Officer,
                                      Principal Accounting Officer and Treasurer

     In accordance  with 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.


/s/ Robert J. Cooney                         Director       May 13, 1996
- ----------------------------------
Robert J. Cooney


/s/ William R. Bauerle                       Director       May 13, 1996
- ----------------------------------
William R. Bauerle


/s/ Frank J. Ball                            Director       May 13, 1996
- ----------------------------------
Frank J. Ball


/s/ Harrison A. Price                        Director       May 13, 1996
- ----------------------------------
Harrison A. Price


/s/ Harold Skripsky                          Director       May 13, 1996
- -----------------------------------
Harold Skripsky






                                      -7-

<PAGE>


                                  EXHIBIT INDEX


Exhibit Description                                                     Page No.
- ------- -----------                                                     --------
5.1     Opinion of Hopper  and  Kanouff,  P.C.,  as to  legality  of       9
        securities being registered.

10.1    Amended  Stock  Incentive  Plan  which  is  incorporated  by       N/A
        reference to Exhibit 10.5 N/A to Registration  Statement No.
        33-98578.

10.2    Forms of Options Granted to Employees which are incorporated       N/A
        by reference to N/A Exhibit 10.6 to  Registration  Statement
        No. 33-98578.

10.3    Options  Granted to  Harrison  A. Price and Harold  Skripsky       N/A
        which are  incorporated N/A by reference to Exhibit 10.17 to
        Registration Statement No. 33-98578.

10.4    Options  Granted to Michael D. Kessler and Eric  Schwartzman       N/A
        which are incor- N/A porated by reference  to Exhibit  10.21
        to Registration Statement No. 33-98578.

23.1    Consent of HEIN + ASSOCIATES LLP.                                  10

23.2    Consent of Hopper and Kanouff, P.C.                                11













                                      - 8 -
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 REGISTRATION STATEMENT", "secsgml_size_bytes": 18602}]
{"company-data": {"conformed-name": "LASER STORM INC", "cik": "0001001879", "assigned-sic": "3944", "irs-number": "841139159", "state-of-incorporation": "CO", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-03729", "film-number": "96564524"}, "business-address": {"street1": "7700 CHERRY CREEK SO DR", "street2": "UNIT 301", "city": "DENVER", "state": "CO", "zip": "80231", "phone": "3037518545"}, "mail-address": {"street1": "7700 CHERRY CREEK S DR", "street2": "UNIT 301", "city": "DENVER", "state": "CO", "zip": "80231"}}
As filed with the Securities and Exchange Commission on May 14, 1996

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                                LASER STORM, INC.
              ---------------------------------------------------
             (Exact name of registrant as specified in its charter)

           Colorado                                           84-1139159
 -----------------------------                              -----------------
(State or other jurisdiction of                            (I.R.S. Employer
 incorporation or organization)                             Identification No.)

7808 Cherry Creek South Drive, Unit 301, Denver, Colorado 80231
- ---------------------------------------------------------------
(Address of Principal Executive Offices)             (Zip Code)

                        OPTIONS TO PURCHASE COMMON STOCK
                        --------------------------------
                            (Full Title of the Plan)

                                Robert J. Cooney
                              Chairman of the Board
                     7808 Cherry Creek South Drive, Unit 301
                             Denver, Colorado 80231
                      -------------------------------------
                     (Name and address of agent for service)

                                 (303) 751-8545
           -----------------------------------------------------------
          (Telephone number, including area code, of agent for service)

                                    Copy to:

                              Thomas S. Smith, Esq.
                            Hopper and Kanouff, P.C.
                         1610 Wynkoop Street, Suite 200
                             Denver, Colorado 80202
                                 (303) 892-6000

The Exhibit Index may be  found on page 8 of  the sequentially  numbered copy of
this Registration Statement.
CALCULATION OF REGISTRATION FEE

         Title of             Amount        Proposed         Proposed Maximum      Amount of
     Securities to be         to be      Maximum Offering        Aggregate       Registration
        Registered          Registered    Price Per Share     Offering Price         Fee
     ----------------       ----------   ----------------    ----------------    ------------
Common Stock,
$0.001 par value ..........   141,000     $   0.20(1)           $   28,200        $     9.72

Common Stock,
$0.001 par value ..........    75,000     $   0.75(1)           $   56,250        $    19.40

Common Stock,
$0.001 par value ..........    28,500     $   2.00(1)           $   57,000        $    19.66

Common Stock,
$0.001 par value ..........   300,400     $   4.00(1)           $1,201,600        $   414.34

Common Stock,
$0.001 par value ..........     5,100     $   3.59(2)           $   18,309        $     6.31
                              -------       ----------             -------            ------

         Total ............   550,000           XXX             $1,361,359        $   469.43

- -------------------
(1)  Based on the exercise price per share in accordance with Rule 457(h)(1).

(2)  Based  on  the  average  of  the  closing  bid  and  asked  prices  of  the
     Registrant's Common Stock on the Nasdaq Small Cap Market on May 8, 1996, in
     accordance with Rule 457(h)(1).

                                      - 2 -
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference.

     The following  documents,  which have been filed by the Registrant with the
Securities and Exchange  Commission,  are hereby  incorporated by reference into
this Prospectus:

         (a)      Prospectus dated April 23, 1996.

         (b)      Form 8-A dated April 18, 1996.

         (c)      Form 8-A/A dated April 23, 1996.

     All documents  subsequently  filed by the  Registrant  pursuant to Sections
13(a),  13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold,  shall
be deemed to be incorporated by reference into this  Registration  Statement and
shall be a part hereof from the date of such filing.

Item 4.  Description of Securities.

     No information  is required to be furnished  hereunder due to the fact that
Registrant's  Common  Stock is  registered  under  Section 12 of the  Securities
Exchange Act of 1934.

Item 5.  Interests of Named Experts and Counsel.

     No information  is required to be furnished  hereunder due to the fact that
Item 509 of Regulation S-K is not applicable.

Item 6.  Indemnification of Directors and Officers.

     The statutes, charter provisions,  bylaws, contracts, or other arrangements
under which any controlling  person,  director,  or officer of the Registrant is
insured or indemnified in any manner against liability which he may incur in his
or her capacity as such are as follows:

     (a) Sections  7-109-102 to 7-109-110,  inclusive,  of the Colorado Business
Corporation Act give Colorado  corporations powers to indemnify their directors,
officers,  employees,  fiduciaries and agents against liability  incurred in any
proceeding to which they are made parties by reason of being or having served in
such capacities,  subject to specified conditions and exclusions;  authorize the
payment for or reimbursement of reasonable  expenses incurred by such persons in
such  proceedings;  mandate  indemnification  of directors  and officers who are
successful  on the merits;  and permit  corporations  to obtain  directors'  and
officers' liability insurance.

     (b) Article VI of  Registrant's  Restated  Articles of  Incorporation  with
Amendments, as amended, provides with respect to indemnification that a director
of the corporation  shall not be personally  liable to the corporation or to its
shareholders  for monetary  damages for breach of fiduciary  duty as a director;
except that this  provision  shall not  eliminate  or limit the  liability  of a
director  to  the  corporation  or to  its  shareholders  for  monetary  damages
otherwise  existing for (i) any breach of the director's  duty of loyalty to the
corporation or to its shareholders;  (ii) acts or omissions not in good faith or
which involve  intentional  misconduct or a knowing violation of law; (iii) acts
specified in Section 7-108-403 of the Colorado  Business  Corporation Act, as it

                                      - 3 -
may be  amended  from  time to time;  or (iv) any  transaction  from  which  the
director directly or indirectly  derived any improper  personal benefit.  If the
Colorado  Business  Corporation Act is amended to eliminate or limit further the
liability of a director,  then, in addition to the elimination and limitation of
liability  provided by the  preceding  sentence,  the liability of each director
shall be eliminated or limited to the fullest  extent  permitted by the Colorado
Business Corporation Act as so amended.

     Paragraph  3  of  Article  VII  of   Registrant's   Restated   Articles  of
Incorporation  with  Amendments,  as amended,  provides  that  Registrant  shall
indemnify  to the maximum  extent  permitted by law in effect from time to time,
any person who is or was a director,  officer,  agent,  fiduciary or employee of
the  corporation  against any claim,  liability  or expense  arising  against or
incurred  by such  person  made  party to a  proceeding  because  he is or was a
director, officer, agent, fiduciary or employee of the corporation or because he
is or was serving  another  entity as a  director,  officer,  partner,  trustee,
employee, fiduciary or agent at the corporation's request. The corporation shall
further have the  authority to the maximum  extent  permitted by law to purchase
and maintain insurance providing such indemnification.

     (c) Article VI of the  Registrant's  Bylaws provides that Registrant  shall
indemnify any director,  officer, employee,  fiduciary or agent of Registrant or
one who is or was serving at the request of  Registrant  in a like  capacity for
any corporation,  partnership, joint venture, trust, unincorporated association,
limited liability company,  or other enterprise or employee benefit plan who is,
was or  threatened to be made, a party to any  threatened,  pending or completed
action,  suit or  proceeding  by reason of  serving  in such  capacity,  against
reasonably  incurred  expenses,  judgments,  penalties,  fines  and  settlements
reasonably  incurred,  if he  conducted  himself  in  good  faith  and  that  he
reasonably believed (i) in the case of conduct in his official capacity with the
corporation,  that his conduct was in the corporation's best interests,  or (ii)
in all other cases (except  criminal  cases),  that his conduct was at least not
opposed  to the  corporation's  best  interests,  or  (iii)  in the  case of any
criminal proceeding,  that he had no reasonable cause to believe his conduct was
unlawful;  or who was  wholly  successful  in  defense  of the  action,  suit or
proceeding to which he was entitled to indemnification.

     Article  VII  of the  Registrant's  Bylaws  permits  Registrant  to  obtain
insurance  against any liability  asserted  against or incurred by any director,
officer,  employee,  fiduciary or agent of Registrant arising out of the service
of such persons in such capacity.

     (d) The  Registrant  has obtained a  $3,000,000  Directors'  and  Officers'
Liability  Insurance  Policy  which,  in general,  provides  that the  insurance
carrier will pay on behalf of the  Registrant's  directors or officers,  or will
reimburse the Registrant  for amounts it pays under the indemnity  provisions to
its directors and officers, for damages,  settlements and costs of defense which
the directors or officers are legally obligated to pay for any actual or alleged
error, misstatement, misleading statement, act or omission, or neglect or breach
of duty by the  directors or officers in the discharge of their duties solely in
their  capacities as directors or officers of the Registrant,  its  subsidiaries
and certain joint  ventures.  Excluded are amounts the directors or officers are
required  to pay for  criminal  or civil  fines  or  penalties  imposed  by law,
punitive or exemplary  damages or the  two-thirds  portion of any treble  damage
award,  taxes,  or any  matter  which  may be deemed  uninsurable  under the law
pursuant to which the insurance  policy is construed.  Also excluded are amounts
paid for claims  which  arise out of such  things as the  directors  or officers
realizing illegal profits, having to return nonapproved remuneration, committing
fraudulent  criminal or dishonest acts, various torts, being liable for seepage,
pollution  or  contamination  and being  subject to claims by the Company or its
affiliates.

Item 7.  Exemption From Registration Claimed.

     No  response  is  required  to  Item  7 due  to the  fact  that  restricted
securities  are not to be  reoffered  or resold  pursuant  to this  Registration
Statement.

                                      - 4 -
Item 8.  Exhibits.

Exhibit No                 Description.

5.1  Opinion of Hopper and Kanouff,  P.C.,  as to legality of  securities  being
     registered.

10.1 Amended Stock  Incentive Plan which is incorporated by reference to Exhibit
     10.5 to Registration Statement No. 33-98578.

10.2 Forms of Options Granted to Employees  which are  incorporated by reference
     to Exhibit 10.6 to Registration Statement No. 33-98578.

10.3 Options  Granted  to  Harrison  A.  Price  and  Harold  Skripsky  which are
     incorporated  by reference to Exhibit 10.17 to  Registration  Statement No.
     33-98578.

10.4 Options  Granted to  Michael  D.  Kessler  and Eric  Schwartzman  which are
     incorporated  by reference to Exhibit 10.21 to  Registration  Statement No.
     33-98578.

23.1 Consent of HEIN + ASSOCIATES LLP.

23.2 Consent of Hopper and Kanouff, P.C.

Item 9.  Undertakings.

     (a) The undersigned Registrant hereby undertakes:

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

          (ii) That,  for the purpose of  determining  any  liability  under the
     Securities Act of 1933, each such post-effective  amendment shall be deemed
     to be a new  registration  statement  relating  to the  securities  offered
     therein,  and the offering of such  securities at that time shall be deemed
     to be the initial bona fide offering thereof.

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

     (b) The undersigned  Registrant hereby undertakes that, for the 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  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.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  Registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
Registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the Registrant of expenses

                                      - 5 -
incurred or paid by a director,  officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                      - 6 -
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 and County of Denver, State of Colorado on May 13, 1996.

                                   LASER STORM, INC.

                                   By:   /s/ Robert J. Cooney
                                      ------------------------------------------
                                      Robert J. Cooney, Chief Executive Officer,
                                      Principal Accounting Officer and Treasurer

     In accordance  with 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.

/s/ Robert J. Cooney                         Director       May 13, 1996
- ----------------------------------
Robert J. Cooney

/s/ William R. Bauerle                       Director       May 13, 1996
- ----------------------------------
William R. Bauerle

/s/ Frank J. Ball                            Director       May 13, 1996
- ----------------------------------
Frank J. Ball

/s/ Harrison A. Price                        Director       May 13, 1996
- ----------------------------------
Harrison A. Price

/s/ Harold Skripsky                          Director       May 13, 1996
- -----------------------------------
Harold Skripsky

                                      -7-
EXHIBIT INDEX

Exhibit Description                                                     Page No.
- ------- -----------                                                     --------
5.1     Opinion of Hopper  and  Kanouff,  P.C.,  as to  legality  of       9
        securities being registered.

10.1    Amended  Stock  Incentive  Plan  which  is  incorporated  by       N/A
        reference to Exhibit 10.5 N/A to Registration  Statement No.
        33-98578.

10.2    Forms of Options Granted to Employees which are incorporated       N/A
        by reference to N/A Exhibit 10.6 to  Registration  Statement
        No. 33-98578.

10.3    Options  Granted to  Harrison  A. Price and Harold  Skripsky       N/A
        which are  incorporated N/A by reference to Exhibit 10.17 to
        Registration Statement No. 33-98578.

10.4    Options  Granted to Michael D. Kessler and Eric  Schwartzman       N/A
        which are incor- N/A porated by reference  to Exhibit  10.21
        to Registration Statement No. 33-98578.

23.1    Consent of HEIN + ASSOCIATES LLP.                                  10

23.2    Consent of Hopper and Kanouff, P.C.                                11

                                      - 8 -