AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 15, 1999

                              REGISTRATION NO. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                  -------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933
                                  -------------
                              HELMSTAR GROUP, INC.
             (Exact Name of Registrant as Specified in Its Charter)


          Delaware                                                 13-2689850
(State or Other Jurisdiction                                    (I.R.S. Employer
     of Incorporation or                                         Identification
        Organization)                                                Number)

                        2 World Trade Center, Suite 2112
                            New York, New York 10048
                                 (212) 775-0400
               (Address, Including Zip Code, and Telephone Number,
             Including Area Code, of Registrant's Executive Offices)
                          -----------------------------
              Helmstar Group, Inc. 1990 Incentive Compensation Plan
                   Helmstar Group, Inc. 1999 Stock Option Plan

                                George W. Benoit
                              Helmstar Group, Inc.
                        2 World Trade Center, Suite 2112
                            New York, New York 10048
                                 (212) 775-0400
            (Name, Address, Including Zip Code, and Telephone Number,
                   Including Area Code, of Agent for Service)

                  Please send copies of all correspondence to:

                               George Lander, Esq.
                       Morse, Zelnick, Rose & Lander, LLP
                                 450 Park Avenue
                          New York, New York 10022-2605
                          Telephone No. (212) 838-4175
                             Fax No. (212) 838-9190
                              --------------------
<PAGE>
<TABLE>
<CAPTION>
=================================================================================================================
                                                               Proposed            Proposed
                                                                Maximum             Maximum           Amount of
        Title of Securities              Amount to be        Offering Price        Aggregate         Registration
          to be Registered              Registered (1)          per Share        Offering Price           Fee
-----------------------------------------------------------------------------------------------------------------
<S>                                        <C>                 <C>                 <C>                  <C>
 Common   Stock  (par
 value    $.10    per
 share)        issued
 pursuant to exercise
 of  options  granted
 under    the    1990
 Incentive
 Compensation   Plan,
 as   amended    (the
 "1990 Plan")                              560,000             $2.02 (2)           $1,131,200 (2)       $314.47
-----------------------------------------------------------------------------------------------------------------
 Common   Stock  (par
 value    $.10    per
 share)      issuable
 pursuant  to options
 that may be  granted
 under the 1999 Stock
 Option   Plan   (the
 "1999 Plan") (3)   \                      350,000               $6.00             $2,100,000           $583.80
-----------------------------------------------------------------------------------------------------------------
Total                                      910,000                                 $3,231,200           $898.27
=================================================================================================================
</TABLE>
         (1) Pursuant to Rule 416 under the  Securities Act of 1933, as amended,
this  Registration  Statement also covers an indeterminate  number of additional
shares  or  rights  which by  reason of  certain  events  specified  in the 1990
Incentive  Compensation  Plan,  as  amended,  and the  1999  Stock  Option  Plan
(collectively, the "Plans") become subject to the Plans.

         (2) Estimated in accordance  with Rule 457(h) solely for the purpose of
calculating the  registration  fee on the basis of the weighted average exercise
price of $2.02 per share for outstanding  options to purchase a total of 560,000
shares of Common Stock.

         (3)  Calculated  in  accordance  with Rule 457(c) and Rule 457(h),  the
proposed maximum offering price per share,  proposed maximum aggregate  offering
price and the amount of the  registration  fee are based upon the average of the
high and low sales prices reported on the American Stock Exchange on October 11,
1999, with respect to shares available for grant under the 1999 Plan.
<PAGE>
                              HELMSTAR GROUP, INC.

                       REGISTRATION STATEMENT ON FORM S-8

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

       The documents  containing the information  specified in this Part I (plan
information  and registrant  information)  will be sent or given to employees as
specified  by Rule  428(b)(1)  of the  Securities  Act of 1933,  as amended (the
"Securities  Act").  Such  documents  need not be filed with the  Securities and
Exchange  Commission  either  as  part  of  this  registration  statement  or as
prospectuses  or prospectus  supplements  pursuant to Rule 424 of the Securities
Act.  These  documents  and the  documents  incorporated  by  reference  in this
registration  statement  pursuant  to  Item 3 of Part  II of  this  form,  taken
together,  constitute a prospectus that meets the  requirements of Section 10(a)
of the Securities Act.
<PAGE>
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

The following documents filed by the Company with the Commission pursuant to the
Securities  Exchange Act of 1934 (the "Exchange  Act") are  incorporated in this
Prospectus by reference:

     (1)  Annual  Report on Form 10-KSB for the fiscal year ended  December  31,
          1998;

     (2)  Quarterly Report on Form 10-QSB for the quarter ended March 31, 1999;

     (3)  Quarterly  Report on Form 10-QSB for the quarter  ended June 30, 1999;
          and

     (4)  The  description  of the  Company's  Common  Stock,  contained  in the
          Company's  Registration  Statement on Form 8-A registering such shares
          pursuant to Section 12 of the Exchange Act, including any amendment or
          report updating such information.

     Each document filed subsequent to the date of this  registration  statement
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act 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 in this registration  statement and to
be a part hereof from the date of the filing of such  documents.  Any  statement
contained  in a document  incorporated  or deemed to be  incorporated  herein by
reference  shall be deemed to be modified  or  superseded  for  purposes of this
registration statement to the extent that a statement contained herein or in any
other  subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement.

     The Company  will provide  without  charge to each  person,  including  any
beneficial  owner, to whom a copy of this  registration  statement is delivered,
upon the  written or oral  request of any such  person,  a copy of any  document
incorporated by reference in this  registration  statement  (other than exhibits
unless  such  exhibits  are  specifically  incorporated  by  reference  in  such
documents).  Requests should be directed to Helmstar Group,  Inc., 2 World Trade
Center, Suite 2112, New York, New York 10048, (212) 775-0400,  Attention: George
W. Benoit, President.

Item 4. Description of Securities

Not applicable.
<PAGE>
Item 5.  Interests of Named Experts and Counsel

Not applicable.

Item 6.  Indemnification of Directors and Officers

         Sections  145 of the  Delaware  General  Corporation  Law grants to the
Company the power to indemnify the officers and directors of the Company,  under
certain  circumstances  and subject to certain  conditions  and  limitations  as
stated therein, against all expenses and liabilities incurred by or imposed upon
them as a result of suits brought against them as such officers and directors if
they act in good faith and in a manner they  reasonably  believe to be in or not
opposed to the best  interests of the Company and,  with respect to any criminal
action or  proceeding,  have no  reasonable  cause to believe  their conduct was
unlawful.

         The Company's certificate of incorporation provides as follows:

         "TENTH: A director of the Corporation shall not be personally liable to
the Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director,  except for liability  (i) for any breach of the  director's
duty of  loyalty  to the  Corporation  or its  stockholders,  (ii)  for  acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law,  (iii) under Section 174 of the Delaware  General  Corporation
Law, or (iv) for any  transaction  from which the  director  derived an improper
personal benefit."

Item 7.  Exemption From Registration Claimed

Not Applicable
<PAGE>
Item 8.  Index to Exhibits

Certain of the following exhibits, as indicated parenthetically, were previously
filed as  exhibits  to other  reports or  registration  statements  filed by the
Registrant  under the  Securities  Act or under the  Exchange Act and are hereby
incorporated by reference.
<TABLE>
<CAPTION>
Exhibit No.              Description

<S>                      <C>
4.1                      Restated  Certificate of Incorporation of the Registrant filed on July 31, 1987
                         and amendments  thereto filed on June 8, 1989,  September 14, 1990 and December
                         2,  1991.  Certificate  of change  of  location  of  registered  office  and of
                         registered  agent  filed on May 7,  1992.  (Incorporated  by  reference  to the
                         Registrant's  Annual  Report on  Form 10-KSB  for the year ended  December  31,
                         1997.)

4.2                      Amended and Restated  By-Laws of the Registrant.  (Incorporated by reference to
                         the  Registrant's  Annual Report on Form 10-KSB for the year ended December 31,
                         1995.)

4.3                      1990 Incentive Compensation Plan (Incorporated by reference to the Registrant's
                         Annual Report on Form 10-KSB for the year ended December 31, 1995)

4.4                      Amendment to the 1990 Incentive  Compensation  Plan  (Incorporated by reference
                         to the  Registrant's  Annual Report on Form 10-KSB for the year ended  December
                         31, 1996)

4.5                      1999 Stock Option Plan

4.6                      Form of Stock Option Agreement

5.1                      Opinion of Morse,  Zelnick, Rose & Lander, LLP as to legality of the securities
                         being registered

23.1                     Consent of Richard A. Eisner & Company, LLP (independent public accountants)

23.2                     Consent of Morse, Zelnick, Rose & Lander, LLP (included in Exhibit 5.1)

24                       Power of Attorney (included in signature page)
</TABLE>
<PAGE>
Item 9.  Undertakings

         The undersigned hereby undertakes:

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

                  (i)      To include any prospectus required by Section10(a)(3)
                           of the Securities Act;

                  (ii)     To  reflect  in the  prospectus  any  facts or events
                           arising after the effective date of this Registration
                           Statement   (or  the   most   recent   post-effective
                           amendment  thereof)  which,  individually  or in  the
                           aggregate,  represent  a  fundamental  change  in the
                           information set forth in this Registration Statement;

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

         provided,  however,  that  paragraph  (i) and (ii) do not  apply if the
         information  required to be included in a  post-effective  amendment by
         those  paragraphs  is  contained  in  periodic  reports  filed  with or
         furnished to the  Commission  by the Company  pursuant to Section 13 or
         Section 15(d) of the Exchange Act that are incorporated by reference in
         this Registration Statement.

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

         (c)      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.

         (d)      That, for the purpose of determining  any liability  under the
                  Securities  Act,  each filing of the  Company's  annual report
                  pursuant to Section 13(a) or Section 15(d) of the Exchange Act
                  that  is  incorporated  by  reference  in  this   Registration
                  Statement shall be deemed to be a new  registration  statement
                  relating to the securities  offered therein,  and the offering
                  of such  securities  at that  time  shall be  deemed to be the
                  initial bona fide offering thereof.

Insofar as indemnification  for liabilities arising under the Securities Act may
be  permitted to  directors,  officers  and  controlling  persons of the Company
pursuant to the provisions  described in Item 6 of this Registration  Statement,
or otherwise, the Company 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 Company of expenses
incurred or paid by a director,  officer or controlling person of the Company 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 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.
<PAGE>
                                   SIGNATURES

Pursuant to the  requirements  of the  Securities  Act of 1933, as amended,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
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,  State  of New  York on this  14th day of
October, 1999.

                                  HELMSTAR GROUP, INC.

                                  By:      /s/  George W. Benoit
                                           ---------------------
                                           George W. Benoit,
                                           President and Chief Executive Officer


KNOW ALL MEN BY THESE PRESENTS,  that each person whose signature  appears below
constitutes  and appoints  George W. Benoit,  Kevin J. Benoit,  or either one of
them,  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 pre-or post-effective amendments to
this Registration Statement, and to file the same with all exhibits thereto, and
other  documents  in  connection  therewith,  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 and  every  act and  thing
requisite  or necessary  to be done in and about the  premises,  as fully to all
intents and purposes as he might not could do in person,  hereby  ratifying  and
confirming  all that said  attorneys-in-fact  and agents,  or either of them, or
their or his substitutes, may lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this  registration  statement has been signed below by the following  persons in
the capacities indicated on October 14, 1999.

Signatures                           Title
----------                           -----

/s/ George W. Benoit                 President, Chief Executive
----------------------------         Officer and Director
George W. Benoit

/s/ Anthony S. Conigliaro            Chief Financial Officer
----------------------------
Anthony s. Conigliaro

/s/ Charles W. Currie                Director
----------------------------
Charles W. Currie

/s/ David W. Dube                    Director
----------------------------
David W. Dube

/s/ Kevin J. Benoit                  Director
----------------------------
Kevin J. Benoit

/s/ Joseph G. Anastasi               Director
----------------------------
Joseph G. Anastasi

/s/ James J. Murtha                  Director
----------------------------
James J. Murtha
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 19241}]
{"company-data": {"conformed-name": "HELMSTAR GROUP INC", "cik": "0000795255", "assigned-sic": "6162", "irs-number": "132689850", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-89141", "film-number": "99729327"}, "business-address": {"street1": "2 WORLD TRADE CENTER STE 2112", "city": "NEW YORK", "state": "NY", "zip": "10048", "phone": "2127750400"}, "mail-address": {"street1": "2 WORLD TRADE CENTER", "street2": "STE 2112", "city": "NEW YORK", "state": "NY", "zip": "10048"}, "former-company": {"former-conformed-name": "MATTHEWS & WRIGHT GROUP INC", "date-changed": "19920328"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 15, 1999

                              REGISTRATION NO. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                  -------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933
                                  -------------
                              HELMSTAR GROUP, INC.
             (Exact Name of Registrant as Specified in Its Charter)

          Delaware                                                 13-2689850
(State or Other Jurisdiction                                    (I.R.S. Employer
     of Incorporation or                                         Identification
        Organization)                                                Number)

                        2 World Trade Center, Suite 2112
                            New York, New York 10048
                                 (212) 775-0400
               (Address, Including Zip Code, and Telephone Number,
             Including Area Code, of Registrant's Executive Offices)
                          -----------------------------
              Helmstar Group, Inc. 1990 Incentive Compensation Plan
                   Helmstar Group, Inc. 1999 Stock Option Plan

                                George W. Benoit
                              Helmstar Group, Inc.
                        2 World Trade Center, Suite 2112
                            New York, New York 10048
                                 (212) 775-0400
            (Name, Address, Including Zip Code, and Telephone Number,
                   Including Area Code, of Agent for Service)

                  Please send copies of all correspondence to:

                               George Lander, Esq.
                       Morse, Zelnick, Rose & Lander, LLP
                                 450 Park Avenue
                          New York, New York 10022-2605
                          Telephone No. (212) 838-4175
                             Fax No. (212) 838-9190
                              --------------------
=================================================================================================================
                                                               Proposed            Proposed
                                                                Maximum             Maximum           Amount of
        Title of Securities              Amount to be        Offering Price        Aggregate         Registration
          to be Registered              Registered (1)          per Share        Offering Price           Fee
-----------------------------------------------------------------------------------------------------------------
Common   Stock  (par
 value    $.10    per
 share)        issued
 pursuant to exercise
 of  options  granted
 under    the    1990
 Incentive
 Compensation   Plan,
 as   amended    (the
 "1990 Plan")                              560,000             $2.02 (2)           $1,131,200 (2)       $314.47
-----------------------------------------------------------------------------------------------------------------
 Common   Stock  (par
 value    $.10    per
 share)      issuable
 pursuant  to options
 that may be  granted
 under the 1999 Stock
 Option   Plan   (the
 "1999 Plan") (3)   \                      350,000               $6.00             $2,100,000           $583.80
-----------------------------------------------------------------------------------------------------------------
Total                                      910,000                                 $3,231,200           $898.27
=================================================================================================================
(1) Pursuant to Rule 416 under the  Securities Act of 1933, as amended,
this  Registration  Statement also covers an indeterminate  number of additional
shares  or  rights  which by  reason of  certain  events  specified  in the 1990
Incentive  Compensation  Plan,  as  amended,  and the  1999  Stock  Option  Plan
(collectively, the "Plans") become subject to the Plans.

         (2) Estimated in accordance  with Rule 457(h) solely for the purpose of
calculating the  registration  fee on the basis of the weighted average exercise
price of $2.02 per share for outstanding  options to purchase a total of 560,000
shares of Common Stock.

         (3)  Calculated  in  accordance  with Rule 457(c) and Rule 457(h),  the
proposed maximum offering price per share,  proposed maximum aggregate  offering
price and the amount of the  registration  fee are based upon the average of the
high and low sales prices reported on the American Stock Exchange on October 11,
1999, with respect to shares available for grant under the 1999 Plan.
HELMSTAR GROUP, INC.

                       REGISTRATION STATEMENT ON FORM S-8

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

       The documents  containing the information  specified in this Part I (plan
information  and registrant  information)  will be sent or given to employees as
specified  by Rule  428(b)(1)  of the  Securities  Act of 1933,  as amended (the
"Securities  Act").  Such  documents  need not be filed with the  Securities and
Exchange  Commission  either  as  part  of  this  registration  statement  or as
prospectuses  or prospectus  supplements  pursuant to Rule 424 of the Securities
Act.  These  documents  and the  documents  incorporated  by  reference  in this
registration  statement  pursuant  to  Item 3 of Part  II of  this  form,  taken
together,  constitute a prospectus that meets the  requirements of Section 10(a)
of the Securities Act.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

The following documents filed by the Company with the Commission pursuant to the
Securities  Exchange Act of 1934 (the "Exchange  Act") are  incorporated in this
Prospectus by reference:

     (1)  Annual  Report on Form 10-KSB for the fiscal year ended  December  31,
          1998;

     (2)  Quarterly Report on Form 10-QSB for the quarter ended March 31, 1999;

     (3)  Quarterly  Report on Form 10-QSB for the quarter  ended June 30, 1999;
          and

     (4)  The  description  of the  Company's  Common  Stock,  contained  in the
          Company's  Registration  Statement on Form 8-A registering such shares
          pursuant to Section 12 of the Exchange Act, including any amendment or
          report updating such information.

     Each document filed subsequent to the date of this  registration  statement
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act 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 in this registration  statement and to
be a part hereof from the date of the filing of such  documents.  Any  statement
contained  in a document  incorporated  or deemed to be  incorporated  herein by
reference  shall be deemed to be modified  or  superseded  for  purposes of this
registration statement to the extent that a statement contained herein or in any
other  subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement.

     The Company  will provide  without  charge to each  person,  including  any
beneficial  owner, to whom a copy of this  registration  statement is delivered,
upon the  written or oral  request of any such  person,  a copy of any  document
incorporated by reference in this  registration  statement  (other than exhibits
unless  such  exhibits  are  specifically  incorporated  by  reference  in  such
documents).  Requests should be directed to Helmstar Group,  Inc., 2 World Trade
Center, Suite 2112, New York, New York 10048, (212) 775-0400,  Attention: George
W. Benoit, President.

Item 4. Description of Securities

Not applicable.
Item 5.  Interests of Named Experts and Counsel

Not applicable.

Item 6.  Indemnification of Directors and Officers

         Sections  145 of the  Delaware  General  Corporation  Law grants to the
Company the power to indemnify the officers and directors of the Company,  under
certain  circumstances  and subject to certain  conditions  and  limitations  as
stated therein, against all expenses and liabilities incurred by or imposed upon
them as a result of suits brought against them as such officers and directors if
they act in good faith and in a manner they  reasonably  believe to be in or not
opposed to the best  interests of the Company and,  with respect to any criminal
action or  proceeding,  have no  reasonable  cause to believe  their conduct was
unlawful.

         The Company's certificate of incorporation provides as follows:

         "TENTH: A director of the Corporation shall not be personally liable to
the Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director,  except for liability  (i) for any breach of the  director's
duty of  loyalty  to the  Corporation  or its  stockholders,  (ii)  for  acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law,  (iii) under Section 174 of the Delaware  General  Corporation
Law, or (iv) for any  transaction  from which the  director  derived an improper
personal benefit."

Item 7.  Exemption From Registration Claimed

Not Applicable
Item 8.  Index to Exhibits

Certain of the following exhibits, as indicated parenthetically, were previously
filed as  exhibits  to other  reports or  registration  statements  filed by the
Registrant  under the  Securities  Act or under the  Exchange Act and are hereby
incorporated by reference.
Exhibit No.              Description
4.1                      Restated  Certificate of Incorporation of the Registrant filed on July 31, 1987
                         and amendments  thereto filed on June 8, 1989,  September 14, 1990 and December
                         2,  1991.  Certificate  of change  of  location  of  registered  office  and of
                         registered  agent  filed on May 7,  1992.  (Incorporated  by  reference  to the
                         Registrant's  Annual  Report on  Form 10-KSB  for the year ended  December  31,
                         1997.)

4.2                      Amended and Restated  By-Laws of the Registrant.  (Incorporated by reference to
                         the  Registrant's  Annual Report on Form 10-KSB for the year ended December 31,
                         1995.)

4.3                      1990 Incentive Compensation Plan (Incorporated by reference to the Registrant's
                         Annual Report on Form 10-KSB for the year ended December 31, 1995)

4.4                      Amendment to the 1990 Incentive  Compensation  Plan  (Incorporated by reference
                         to the  Registrant's  Annual Report on Form 10-KSB for the year ended  December
                         31, 1996)

4.5                      1999 Stock Option Plan

4.6                      Form of Stock Option Agreement

5.1                      Opinion of Morse,  Zelnick, Rose & Lander, LLP as to legality of the securities
                         being registered

23.1                     Consent of Richard A. Eisner & Company, LLP (independent public accountants)

23.2                     Consent of Morse, Zelnick, Rose & Lander, LLP (included in Exhibit 5.1)

24                       Power of Attorney (included in signature page)
Item 9.  Undertakings

         The undersigned hereby undertakes:

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

                  (i)      To include any prospectus required by Section10(a)(3)
                           of the Securities Act;

                  (ii)     To  reflect  in the  prospectus  any  facts or events
                           arising after the effective date of this Registration
                           Statement   (or  the   most   recent   post-effective
                           amendment  thereof)  which,  individually  or in  the
                           aggregate,  represent  a  fundamental  change  in the
                           information set forth in this Registration Statement;

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

         provided,  however,  that  paragraph  (i) and (ii) do not  apply if the
         information  required to be included in a  post-effective  amendment by
         those  paragraphs  is  contained  in  periodic  reports  filed  with or
         furnished to the  Commission  by the Company  pursuant to Section 13 or
         Section 15(d) of the Exchange Act that are incorporated by reference in
         this Registration Statement.

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

         (c)      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.

         (d)      That, for the purpose of determining  any liability  under the
                  Securities  Act,  each filing of the  Company's  annual report
                  pursuant to Section 13(a) or Section 15(d) of the Exchange Act
                  that  is  incorporated  by  reference  in  this   Registration
                  Statement shall be deemed to be a new  registration  statement
                  relating to the securities  offered therein,  and the offering
                  of such  securities  at that  time  shall be  deemed to be the
                  initial bona fide offering thereof.

Insofar as indemnification  for liabilities arising under the Securities Act may
be  permitted to  directors,  officers  and  controlling  persons of the Company
pursuant to the provisions  described in Item 6 of this Registration  Statement,
or otherwise, the Company 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 Company of expenses
incurred or paid by a director,  officer or controlling person of the Company 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 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.
SIGNATURES

Pursuant to the  requirements  of the  Securities  Act of 1933, as amended,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
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,  State  of New  York on this  14th day of
October, 1999.

                                  HELMSTAR GROUP, INC.

                                  By:      /s/  George W. Benoit
                                           ---------------------
                                           George W. Benoit,
                                           President and Chief Executive Officer

KNOW ALL MEN BY THESE PRESENTS,  that each person whose signature  appears below
constitutes  and appoints  George W. Benoit,  Kevin J. Benoit,  or either one of
them,  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 pre-or post-effective amendments to
this Registration Statement, and to file the same with all exhibits thereto, and
other  documents  in  connection  therewith,  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 and  every  act and  thing
requisite  or necessary  to be done in and about the  premises,  as fully to all
intents and purposes as he might not could do in person,  hereby  ratifying  and
confirming  all that said  attorneys-in-fact  and agents,  or either of them, or
their or his substitutes, may lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this  registration  statement has been signed below by the following  persons in
the capacities indicated on October 14, 1999.

Signatures                           Title
----------                           -----

/s/ George W. Benoit                 President, Chief Executive
----------------------------         Officer and Director
George W. Benoit

/s/ Anthony S. Conigliaro            Chief Financial Officer
----------------------------
Anthony s. Conigliaro

/s/ Charles W. Currie                Director
----------------------------
Charles W. Currie

/s/ David W. Dube                    Director
----------------------------
David W. Dube

/s/ Kevin J. Benoit                  Director
----------------------------
Kevin J. Benoit

/s/ Joseph G. Anastasi               Director
----------------------------
Joseph G. Anastasi

/s/ James J. Murtha                  Director
----------------------------
James J. Murtha