As filed with the Securities and Exchange Commission on March 3, 2000

                                                    Registration No. 333-______

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                 ---------------

                         POST-EFFECTIVE AMENDMENT NO. 2
                                       to
                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                 ---------------

                           GREG MANNING AUCTIONS, INC.
             (Exact name of registrant as specified in its charter)

            New York                                     22-2365834
 (State or other jurisdiction of            (I.R.S. Employer Identification No.)
 incorporation or organization)

                               775 Passaic Avenue
                         West Caldwell, New Jersey 07006
                    (Address of Principal Executive Offices)
                                 ---------------

                           GREG MANNING AUCTIONS, INC.
                       1993 STOCK OPTION PLAN, AS AMENDED
                      1997 STOCK INCENTIVE PLAN, AS AMENDED
                            (Full Title of the Plan)

                                  GREG MANNING
                               775 Passaic Avenue
                         West Caldwell, New Jersey 07006
                                 (973) 882-0004
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)
                                -----------------

                                    COPY TO:

                            SCOTT S. ROSENBLUM, ESQ.
                       Kramer Levin Naftalis & Frankel LLP
                                919 Third Avenue
                            New York, New York 10022
                                 (212) 715-9100

<PAGE>

<TABLE>
<CAPTION>

                                            CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------------------------------------------
                                                                 Proposed
                                         Number of Shares         Maximum         Proposed Maximum      Amount of
           Title of Shares                     to be           Offering Price        Aggregate        Registration
          to be Registered                  Registered          Per Share(1)     Offering Price(1)         Fee
-------------------------------------------------------------------------------------------------------------------
<S>                                       <C>                     <C>               <C>                 <C>
Common stock, par value $.01 per          600,000 shares         $18.5937(1)         $11,156,220         $2,945.24
share
-------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  Estimated, in accordance with 17 CFR 230.457(c),  solely for the purpose of
     calculating the  registration  fee. The Proposed Maximum Offering Price Per
     Share is based on the  average of the based on the  average of the high and
     low sales  prices  for the Common  Stock  reported  on the Nasdaq  National
     Market on Tuesday, February 29, 2000, which is within five business days of
     this filing.


<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Incorporation of Documents by Reference.

         The contents of the Registrant's Registration Statement, No. 333-01048,
and Post-Effective  Amendment No. 1 thereto,  are incorporated by reference into
this Post-Effective Amendment No.2.

Additional Information

         This Post-Effective  Amendment includes an additional 600,000 shares of
Common Stock of the  Registrant  available  to be issued under the  Registrant's
1993 Stock Option Plan, as amended and 1997 Stock Incentive Plan, as amended.

<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
Post-Effective  Amendment  No. 2 to  Registration  Statement to be signed on its
behalf  by the  undersigned,  thereunto  duly  authorized,  in the  City of West
Caldwell, State of New Jersey on March 3, 2000.

                                            GREG MANNING AUCTIONS, INC.


                                            By: /s/ Greg Manning
                                               -------------------------------
                                                Greg Manning
                                                Chairman of the Board, Chief
                                                Executive Officer and President


                                POWER OF ATTORNEY

             KNOW ALL MEN BY THESE  PRESENTS,  that each person whose  signature
appears below  constitutes  and appoints each of Greg Manning and James A. Smith
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 or all 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
attorney-in-fact  and agent, full power and authority to do and perform each and
every  act and  thing  requisite  and  necessary  to be done  in and  about  the
premises,  as fully  for all  intents  and  purposes  as he might or could do in
person,  hereby  ratifying and  confirming  all that said  attorney-in-fact  and
agent, or his 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 on March 3,
2000 in the capacities indicated.

        Signature                                   Title(s)
        ---------                                   --------

  /s/ Greg Manning                            Chairman of the Board, Chief
  ---------------------------                 Executive Officer, President
      Greg Manning                            and Director

  /s/ James A. Smith                          Chief Financial Officer (Principal
  ---------------------------                 Financial and Accounting Officer)
      James A. Smith

  /s/ Anthony Bongiovanni                     Director
  ---------------------------
      Anthony Bongiovanni

  /s/ Richard Cohen                           Director
  ---------------------------
      Richard Cohen

  /s/ Scott S. Rosenblum                      Director
  ---------------------------
      Scott S. Rosenblum

<PAGE>

                                  EXHIBIT INDEX


    Exhibit Number          Description              Sequentially Numbered Page
    --------------          -----------              --------------------------

    5                 Opinion of Kramer Levin  Naftalis & Frankel LLP  regarding
                      legality  of  securities   being   registered   (including
                      consent).

    23.2              Consent  of  Kramer  Levin  Naftalis  &  Frankel  LLP (see
                      Exhibit Number 5 above).

    24                Power of Attorney (included on signature page).
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT ON FORM S-8", "secsgml_size_bytes": 7896}]
{"company-data": {"conformed-name": "GREG MANNING AUCTIONS INC", "cik": "0000895516", "assigned-sic": "7389", "irs-number": "222365834", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-31832", "film-number": "562038"}, "business-address": {"street1": "775 PASSAIC AVE", "city": "WEST CALDWELL", "state": "NJ", "zip": "07006", "phone": "2018820004"}, "mail-address": {"street1": "775 PASSAIC AVE", "city": "WEST CALDWELL", "state": "NJ", "zip": "07006"}}
As filed with the Securities and Exchange Commission on March 3, 2000

                                                    Registration No. 333-______

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                 ---------------

                         POST-EFFECTIVE AMENDMENT NO. 2
                                       to
                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                 ---------------

                           GREG MANNING AUCTIONS, INC.
             (Exact name of registrant as specified in its charter)

            New York                                     22-2365834
 (State or other jurisdiction of            (I.R.S. Employer Identification No.)
 incorporation or organization)

                               775 Passaic Avenue
                         West Caldwell, New Jersey 07006
                    (Address of Principal Executive Offices)
                                 ---------------

                           GREG MANNING AUCTIONS, INC.
                       1993 STOCK OPTION PLAN, AS AMENDED
                      1997 STOCK INCENTIVE PLAN, AS AMENDED
                            (Full Title of the Plan)

                                  GREG MANNING
                               775 Passaic Avenue
                         West Caldwell, New Jersey 07006
                                 (973) 882-0004
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)
                                -----------------

                                    COPY TO:

                            SCOTT S. ROSENBLUM, ESQ.
                       Kramer Levin Naftalis & Frankel LLP
                                919 Third Avenue
                            New York, New York 10022
                                 (212) 715-9100
CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------------------------------------------
                                                                 Proposed
                                         Number of Shares         Maximum         Proposed Maximum      Amount of
           Title of Shares                     to be           Offering Price        Aggregate        Registration
          to be Registered                  Registered          Per Share(1)     Offering Price(1)         Fee
-------------------------------------------------------------------------------------------------------------------
Common stock, par value $.01 per          600,000 shares         $18.5937(1)         $11,156,220         $2,945.24
share
-------------------------------------------------------------------------------------------------------------------
(1)  Estimated, in accordance with 17 CFR 230.457(c),  solely for the purpose of
     calculating the  registration  fee. The Proposed Maximum Offering Price Per
     Share is based on the  average of the based on the  average of the high and
     low sales  prices  for the Common  Stock  reported  on the Nasdaq  National
     Market on Tuesday, February 29, 2000, which is within five business days of
     this filing.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Incorporation of Documents by Reference.

         The contents of the Registrant's Registration Statement, No. 333-01048,
and Post-Effective  Amendment No. 1 thereto,  are incorporated by reference into
this Post-Effective Amendment No.2.

Additional Information

         This Post-Effective  Amendment includes an additional 600,000 shares of
Common Stock of the  Registrant  available  to be issued under the  Registrant's
1993 Stock Option Plan, as amended and 1997 Stock Incentive Plan, as amended.
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
Post-Effective  Amendment  No. 2 to  Registration  Statement to be signed on its
behalf  by the  undersigned,  thereunto  duly  authorized,  in the  City of West
Caldwell, State of New Jersey on March 3, 2000.

                                            GREG MANNING AUCTIONS, INC.

                                            By: /s/ Greg Manning
                                               -------------------------------
                                                Greg Manning
                                                Chairman of the Board, Chief
                                                Executive Officer and President

                                POWER OF ATTORNEY

             KNOW ALL MEN BY THESE  PRESENTS,  that each person whose  signature
appears below  constitutes  and appoints each of Greg Manning and James A. Smith
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 or all 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
attorney-in-fact  and agent, full power and authority to do and perform each and
every  act and  thing  requisite  and  necessary  to be done  in and  about  the
premises,  as fully  for all  intents  and  purposes  as he might or could do in
person,  hereby  ratifying and  confirming  all that said  attorney-in-fact  and
agent, or his 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 on March 3,
2000 in the capacities indicated.

        Signature                                   Title(s)
        ---------                                   --------

  /s/ Greg Manning                            Chairman of the Board, Chief
  ---------------------------                 Executive Officer, President
      Greg Manning                            and Director

  /s/ James A. Smith                          Chief Financial Officer (Principal
  ---------------------------                 Financial and Accounting Officer)
      James A. Smith

  /s/ Anthony Bongiovanni                     Director
  ---------------------------
      Anthony Bongiovanni

  /s/ Richard Cohen                           Director
  ---------------------------
      Richard Cohen

  /s/ Scott S. Rosenblum                      Director
  ---------------------------
      Scott S. Rosenblum
EXHIBIT INDEX

    Exhibit Number          Description              Sequentially Numbered Page
    --------------          -----------              --------------------------

    5                 Opinion of Kramer Levin  Naftalis & Frankel LLP  regarding
                      legality  of  securities   being   registered   (including
                      consent).

    23.2              Consent  of  Kramer  Levin  Naftalis  &  Frankel  LLP (see
                      Exhibit Number 5 above).

    24                Power of Attorney (included on signature page).