Registration No. 33-_______
 

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                              ____________________

                                    FORM S-8
                             REGISTRATION STATEMENT
                        Under The Securities Act of 1933
                               ___________________

                    INTERNATIONAL ASSETS HOLDING CORPORATION
             (Exact name of registrant as specified in its charter)

          Delaware                                       59-2921318
  (State or other jurisdiction              (I.R.S. Employer Identification No.)
of incorporation or organization)

          250 Park Avenue South, Suite 200, Winter Park, Florida 32789
               (Address of Principal Executive Office) (Zip Code)

                    International Assets Advisory Corporation
                          Employee Stock Ownership Plan

                    International Assets Holding Corporation
                                Stock Option Plan
                            (Full title of the plans)
                               ___________________
Jerome F. Miceli, President
International Assets Holding Corporation
250 Park Avenue South, Suite 200
Winter Park, Florida 32789
(Name and address of agent for service)
(407) 629-1400
(Telephone number, including area code, of agent for service)

Copies of all communications to:
Louis T.M. Conti, Esq.
Holland & Knight
200 South Orange Avenue, Suite 2600
Orlando, Florida 32801

     If any of the securities being registered on this Form are to be offered on
a delayed or continuous  basis  pursuant to Rule 415 under the Securities Act of
1933, check the following box. X

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
<S>                                  <C>                     <C>                     <C>                      <C>

- --------------------------------------------------------------------------------------------------------------------------------
                                                               Proposed                Proposed
         Title of each                   Amount                 maximum                 maximum                Amount of
      class of securities                 to be             offering price             aggregate             registration
        to be registered              Registered(1)           per unit(2)          offering price(2)            fee(2)
- --------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value
 $0.01 per share.                    860,714 shares              $4.00               $3,442,856.00             $1,187.19
- --------------------------------------------------------------------------------------------------------------------------------

</TABLE>

     (1)  Includes  450,645  shares  of Common  Stock  pursuant  to the  Reoffer
          Prospectus filed herewith. Of the 860,714 shares of Common Stock being
          registered hereunder,  500,000 shares of Common Stock are reserved for
          issuance  pursuant to the  International  Assets  Holding  Corporation
          Stock  Option Plan (the  "Stock  Option  Plan") and 360,714  shares of
          Common Stock are held by the International Assets Advisory Corporation
          Employee   Stock   Ownership   Plan  Trust  (the  "ESOP   Trust")  for
          distribution under the International Assets Advisory Corporation
          Employee Stock Ownership Plan (the "ESOP").

     (2)  Estimated   pursuant  to  Rule  457(c)   solely  for  the  purpose  of
          calculating the registration fee. The fee is based upon the average of
          the high and low price for  shares of Common  Stock of the  registrant
          reported on the NASDAQ Stock Market's  Small-Cap  Market on August 19,
          1996.



<PAGE>

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


     The documents  containing the information  called for in Part I of Form S-8
will be provided to  participants  in the Stock  Option Plan and the ESOP.  Such
information is not being filed with or included in this  Registration  Statement
in accordance  with the rules and  regulations  of the  Securities  and Exchange
Commission (the  "Commission").  As permitted by General  Instruction C for Form
S-8, there is also included as part of Part I of this  Registration  Statement a
Reoffer  Prospectus  relating  to the  reoffer  and resale of 450,645  shares of
Common  Stock of  International  Assets  Holding  Corporation  (the  "Company"),
including  shares  held by  persons  who  may be  considered  affiliates  of the
Company, as defined in Rule 405 under the Securities Act of 1933, as amended.

<PAGE>

REOFFER PROSPECTUS

                    INTERNATIONAL ASSETS HOLDING CORPORATION

                         450,645 Shares of Common Stock
                            Par Value $0.01 Per Share

                            ________________________

 
     This Prospectus  relates to 450,645 shares of common stock, par value $0.01
per share ("Common  Stock"),  of  International  Assets Holding  Corporation,  a
Delaware  corporation  (the  "Company"),  which  have  been or will be issued or
distributed  pursuant to the International  Assets Advisory Corporation Employee
Stock  Ownership  Plan  (the  "ESOP")  or  the   International   Assets  Holding
Corporation  Stock  Option Plan (the "Stock  Option  Plan") to, and which may be
reoffered for resale from time to time by, certain  officers and/or directors of
the Company (the "Selling Shareholders").

     The  principal  executive  offices of the  Company  are located at 250 Park
Avenue South,  Suite 200,  Winter Park,  Florida 32789,  telephone  number (407)
629-1400.

     The  securities  offered  hereby  represent a  significant  degree of risk.
Investors  should  carefully  consider  certain  risks and other  considerations
relating to the Common Stock and the Company.  See "Risk Factors"  commencing on
page 4.
                            _________________________


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

                            _________________________

     No  person  has  been  authorized  to give any  information  or to make any
representations, other than those contained herein, in connection with the offer
contained  in this  Prospectus,  and,  if  given or made,  such  information  or
representations  must  not be  relied  upon as  having  been  authorized  by the
Company. This Prospectus does not constitute an offer to sell, or a solicitation
of an offer to buy, the securities  covered by this Prospectus by the Company in
any State in which,  or to any person to whom, it is unlawful for the Company to
make such offer or solicitation. Neither the delivery of this Prospectus nor any
sale hereunder shall, under any circumstances,  create an implication that there
has been no change in the affairs of the  Company  since the date hereof or that
the information  contained or incorporated by reference  herein is correct as of
any time subsequent to its date. This Prospectus should be read and retained for
future reference.
                            _________________________

                 The date of this Prospectus is August 21, 1996.


 

                                       1
<PAGE>



                              AVAILABLE INFORMATION

     The Company is subject to the informational  requirements of the Securities
Exchange Act of 1934 (the "Exchange  Act") and, in accordance  with the Exchange
Act,  files  reports and other  information  with the  Securities  and  Exchange
Commission (the  "Commission").  Copies of reports,  proxy  statements and other
information filed by the Company with the Commission can be inspected and copied
at the public  reference  facilities  maintained by the  Commission at Judiciary
Plaza,  450 Fifth  Street,  N.W.,  Washington,  D.C.  20549 and at the  regional
offices of the Commission at 7 World Trade Center,  New York, New York 10048 and
at Citicorp  Center,  500 West Madison  Street,  Suite 1400,  Chicago,  Illinois
60661-2511.  Copies of such material  also can be obtained at  prescribed  rates
from the Public  Reference  Section of the  Commission at Judiciary  Plaza,  450
Fifth Street,  N.W.,  Washington,  D.C. 20549. The Common Stock is listed on the
NASDAQ SmallCap (trademark)Market (Symbol:IAAC), where reports, proxy statements
and other information concerning the Company can also be inspected.

     The Company has filed with the Commission a Registration  Statement on Form
S-8 (the "Registration  Statement") under the Securities Act of 1933, as amended
(the "Securities  Act"), for the registration of the securities  offered hereby.
In accordance with the rules and regulations of the Commission,  this Prospectus
omits  certain  information  set  forth  or  incorporated  by  reference  in the
Registration Statement.  For further information with respect to the Company and
the securities offered hereby,  reference is made to the Registration  Statement
and to the exhibits and schedules thereto.
 
                                       2
<PAGE>




                                TABLE OF CONTENTS


                                                                            Page


The Company ...............................................................    4

Risk Factors ..............................................................    4

Use of Proceeds ...........................................................    8

Selling Security Holders ..................................................    8

Plan of Distribution ......................................................   10

Incorporation of Certain Information by Reference .........................   10

Disclosure of Commission Position on
  Indemnification for Securities Act Liabilities ..........................   10





 




                                       3
<PAGE>

                                   THE COMPANY

     The Company is a holding company which,  through its principal  subsidiary,
International  Assets  Advisory  Corporation  ("IAAC"),  operates a full-service
securities  brokerage  firm  specializing  in global  investing on behalf of its
clients.  IAAC is registered as a securities  broker-dealer under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and is registered as such
in 49 states and the District of Columbia. IAAC is also a member of the National
Association of Securities  Dealers,  Inc.  ("NASD") and the Securities  Investor
Protection Corporation.

     The  Company  was  incorporated  under the laws of the State of Delaware in
October  1987.  The Company's  principal  offices are located at 250 Park Avenue
South,  Suite 200, Winter Park,  Florida 32789 and its telephone  number at such
address is (407) 629-1400.

                                  RISK FACTORS

     The securities offered hereby involve a high degree of risk, including, but
not necessarily  limited to, the risk factors  described below. Each prospective
investor should  carefully  consider the following risk factors  inherent in and
affecting  the  business  of the  Company  and this  offering  before  making an
investment decision.

          1.   OPERATING RESULTS;  FINANCIAL CONDITION. The operating results of
               the Company have reflected  inconsistent  profits and losses. The
               Company's  promotional expenses have increased in connection with
               the Company's proposed expansion efforts.  During the fiscal year
               ended September 30, 1995, the Company had net income of $577,268.
               There  can  be  no  assurance  that  the  Company  will  generate
               sufficient revenues to achieve  profitable  operations in future
               periods

          2.   COMPETITION.  The  securities  brokerage  business  is  intensely
               competitive   and  the  Company   competes  with  numerous  other
               securities firms and financial intermediaries in the solicitation
               of accounts and investors and in performance.  Competition  among
               financial service firms also exists for experienced technical and
               other personnel,  as well as for account executives.  Many of the
               Company's  competitors  have  substantially  greater  capital and
               other  resources  than the  Company  with  which to  compete  for
               accounts and personnel.

          3.   UNIQUE  BUSINESS  RISKS.  The conduct of a  securities  brokerage
               business  may be  subject to  greater  risks than other  business
               activities. The Company, like other securities firms, is directly
               affected by national and  international  economic  and  political
               conditions  and  broad  trends  in  business  and  finance  which
               influence  trading  volume  and the market  value of  securities.
               Reduced  trading  volume and prices  generally  result in reduced
               commission  revenue and may result in losses from declines in the
               market value of securities held in trading positions.  In periods
               of  low  volume,  profitability  is  adversely  affected  because
               certain expenses,  consisting primarily of salaries and benefits,
               computer  hardware and  software  costs and  occupancy  expenses,
               remain relatively fixed.  Other risks include the imposition of a
               standard of care in its dealings with  customers,  which standard
               is sometimes of a fiduciary character, including the obligation
               to determine in a diligent and continuous manner the suitability
               of  the investments it recommends and sells to its  customers  or
               purchases  on  behalf  of its  customers,  the  risk of  customer
               defaults,  the  volatility of the  securities  markets,  employee
               misconduct and errors,  and the  possibility of being involved in
               litigation  and  other  dispute  resolution  procedures  with its
               customers and former customers.


          4.   GLOBAL SECURITIES AND CURRENCIES.  Within its trading department,
               the Company  trades  securities  for its own account and conducts
               market-making  activities  which  involve the  purchase,  sale or
               short sale of securities as a principal.  Investing in securities
               of non-United States companies which are generally denominated in
               foreign currencies, and require utilization of foreign currency

                                        4
 
<PAGE>

               exchange,involves certain considerations not typically associated
               with  investing in United States  companies.  Gains or losses can
               result not only from changes in the value of the securities,  but
               also when the underlying foreign currency  strengthens or weakens
               against the U.S.  dollar.  In addition,  less  information may be
               available about foreign  companies than about domestic  companies
               and  international  markets  may be  less  liquid  than  domestic
               markets.  Investment in global  securities may also be subject to
               local economic or political risks,  including instability of some
               foreign governments, the possibility of currency blockage, or the
               imposition of withholding  taxes on dividend or interest payments
               and  the  potential   for   expropriation,   nationalization   or
               confiscatory  taxation and  limitations  on the use or removal of
               funds or other assets.

          5.   NO ASSURANCE OF PUBLIC  MARKET.  There can be no assurance that a
               regular trading market for the securities  offered hereby will be
               sustained.  In the absence of such  market,  an  investor  may be
               unable to liquidate his investment in the Company.

          6.   CONTROL BY MAJOR  STOCKHOLDER.  Upon completion of this offering,
               Diego J.  Veitia,  Chairman  and Chief  Executive  Officer of the
               Company,   will  beneficially  own  approximately  27.5%  of  the
               outstanding  Common  Stock  and,  by  virtue  of  his  beneficial
               ownership  interest in the Company's  shares of Common Stock, may
               be in a position to  significantly  influence the election of the
               Company's  directors and the outcome of other issues submitted to
               the Company's stockholders.

          7.   REGULATION.  The Company and the securities  industry are subject
               to extensive  regulation  at both the federal and state levels by
               various  regulatory  organizations  charged with  protecting  the
               interests of customers of financial  services firms. In addition,
               self-regulatory  organizations,  such as the NASD, require strict
               compliance  with their rules and  regulations.  Failure to comply
               with any of such  laws,  rules or  regulations  could  result  in
               fines,  suspensions  or  expulsion,  which  could have a material
               adverse  effect upon the Company and the value of the  securities
               offered hereby.

          8.   RISKS OF PRINCIPAL  TRANSACTIONS.  Within its trading department,
               the Company  trades  securities  for its own account and conducts
               market-making  activities  which  involve the  purchase,  sale or
               short sale of securities as a principal.  Such activities involve
               the risk of adverse  fluctuations  in the market price and in the
               liquidity of the market for certain  securities,  which can limit
               the Company's ability to sell securities purchased or to purchase
               securities  sold in such  transactions.  In addition,  trading in
               securities not denominated in U.S.  dollars involves the exchange
               of currency to and from U.S.  dollars.  Negative  fluctuations in
               exchange  rates  and  controls  on  the   repatriation   of  U.S.
               investment dollars could affect the profitability of the Company.

          9.   LITIGATION  AND  ARBITRATION.   Many  aspects  of  the  Company's
               business involve substantial risk of liability.  In recent years,
               there  has  been  an  increasing   incidence  of  litigation  and
               arbitration   within   the   securities   industry.   Claims   by
               dissatisfied  customers,  such as claims of unauthorized trading,
               churning of accounts, mismanagement and breach of fiduciary duty,
               are  commonly   made  against   broker-dealers.   A   substantial
               settlement  by, or judgment  against,  the  Company  could have a
               material adverse effect on the Company. Although it is impossible
               to predict the outcome of outstanding litigation,  arbitration or
               dispute  resolution  matter,  in the opinion of  management,  the
               outcome  of  any  current  litigation,   arbitration  or  dispute
               resolution matter will not result in a material adverse effect on
               the financial position of the Company.

          10.  RELIANCE  ON KEY  AND  OTHER  PERSONNEL.  The  Company's  current
               management,  including Diego J. Veitia, its Chairman of the Board
               and Chief Executive Officer,  and Jerome F. Miceli, its President
               and Chief Operating  Officer,  contributes to the development and
               formulation  of strategies  for the Company's  growth.  While the
               Company  has  entered  into  employment  agreements  with each of
               Messrs. Veitia and Miceli, a change in management could adversely
               affect the future operations of the Company. In addition, various
               facets of the Company's
 
                                       5
<PAGE>

               business   rely  heavily  on  the  services  of  highly   skilled
               individuals.  There can be no assurance  that the Company will be
               successful  in  attracting  or  retaining   personnel   with  the
               requisite skill to make the Company successful. The Company could
               experience personnel changes that could have an adverse effect on
               the  profitability  of  the  Company.  The  Company,  like  other
               securities firms, is subject to the risk that account executives
               may leave its employ and that the Company may lose the  business
               of some or all of the  customers of such account executives.

          11.  NET CAPITAL REQUIREMENTS.  The Securities and Exchange Commission
               ("SEC"),   the  NASD,  certain   exchanges,   and  various  other
               regulatory  agencies  have  adopted  rules  with  respect  to the
               maintenance  of  specific  levels of net  capital  by  securities
               brokers.  The net  capital  rules are  designed  to  measure  the
               financial  liquidity of a  securities  broker and the minimum net
               capital deemed necessary to meet its commitments to customers.  A
               significant  operating loss or an unusually  large charge against
               net capital could adversely  affect the ability of the Company to
               expand or even maintain its present level of business.  The SEC's
               uniform net capital rule (Rule 15c3-1 (the "Rule")) provides that
               a  broker-dealer  doing  business with the public must not permit
               its  aggregate  indebtedness  to exceed 15 times its net  capital
               (the "Primary Method") or, alternatively,  that it not permit its
               net capital to be less than 2% of aggregate  debit items computed
               in accordance with the Rule (the "Alternative  Method"). The Rule
               requires IAAC to maintain  minimum net capital at an amount equal
               to the greater of $100,000,  6-2/3% of aggregate  indebtedness or
               $2,500  for each  security  in which it makes a market  (unless a
               security  in which it makes a market has a market  value of $5 or
               less,  in which event the amount of net capital shall not be less
               than $1,000 for each such security) with a ceiling of $1,000,000

               IAAC is in compliance  with the Rule,  as well as the  applicable
               minimum net capital requirements of the NASD. IAAC has elected to
               compute its net capital  under the Primary  Method.  In computing
               net capital under the Rule,  various  adjustments are made to net
               worth with a view to  excluding  assets not  readily  convertible
               into cash and to  providing  a  conservative  statement  of other
               assets,  such as a firm's position in securities.  To that end, a
               deduction  is made  against  the market  value of  securities  to
               reflect  the   possibility  of  a  market  decline  before  their
               disposition.  For every  dollar that net  capital is reduced,  by
               means of such  deductions  or  otherwise  (for  example,  through
               operating losses or capital distributions), the maximum aggregate
               indebtedness  a firm may  carry is  reduced.  Thus,  net  capital
               rules,  which  are  unique  to the  securities  industry,  impose
               financial  restrictions upon the Company's business that are more
               severe  than  those   imposed  on  other  types  of   businesses.
               Compliance with the net capital rules may limit the operations of
               the  Company  because  they  require  minimum  capital  for  such
               purposes   as   underwriting   securities   distributions,    and
               maintaining the inventory required for trading in securities.

          12.  ECONOMIC  CONDITIONS.  The  securities  business  may be directly
               affected  by  conditions  which  exist  from  time to time in the
               nation's  economy.  The  business  of the  Company  may  also  be
               directly  affected  by the  economy of other  nations,  since the
               Company invests in the global  securities  market.  Adverse price
               movement in the  securities  markets of this and other  countries
               may  adversely  affect  the  operations  of the  Company  and its
               relative  capital  positions  and the  value  of  assets  held or
               managed  by the  Company.  Other  factors  such as rising or high
               levels of interest rates, governmental or regulatory policies and
               activities, and fluctuating  exchange rates may also adversely
               affect the activities and financial condition of the Company.

          13.  LIMITATION  OF MARKET  MAKING.  The  Company is  prohibited  from
               making a market in the securities offered hereby under applicable
               rules of the SEC.

          14.  NON-REGISTRATION  IN CERTAIN  JURISDICTIONS.  The Company has not
               registered or qualified the shares of Common Stock offered hereby
               in any other  jurisdictions.  The  Company has no  obligation  to
               effect  any  such  registration  or  qualification  in any or all
               jurisdictions. If the Company elects to

                                        6
<PAGE>

               attempt such registration or qualification,  no assurance can be
               given that the Company will be able to effect any required
               registration or qualification.

          15.  SHARES  ELIGIBLE FOR FUTURE SALE. On August 14, 1996, the Company
               had  1,452,787  shares  of  Common  Stock  outstanding.  Of these
               shares,  468,717 shares outstanding were "restricted  securities"
               as that term is defined  in Rule 144 of the  Securities  Act.  In
               addition, outstanding warrants or options, whether sold privately
               or  publicly,  may  affect the  market  price of Common  Stock as
               warrants or options are exercised.  Sales of substantial  amounts
               of Common Stock in the public  market after this  offering  could
               adversely  affect the market  price for Common  Stock and make it
               more difficult for the Company to raise capital in the future.

          16.  AUTHORIZATION  OF  PREFERRED  STOCK.  The Board of  Directors  is
               authorized  to issue  shares  of  preferred  stock and to fix the
               relative voting, dividend,  liquidation,  conversion,  redemption
               and other  rights,  preferences  and  limitations  of such shares
               without  any  further   vote  or  action  of  the   stockholders.
               Accordingly,   the  Board  of  Directors  is  empowered,  without
               stockholder  approval,  to issue  preferred  stock with dividend,
               liquidation,  conversion,  voting  or other  rights  which  could
               adversely  affect the voting power or other rights of the holders
               of the  Company's  Common  Stock.  In the event of issuance,  the
               preferred stock could be utilized,  under certain  circumstances,
               as a method of  discouraging,  delaying or preventing a change in
               control  of the  Company.  Although  the  Company  has no present
               intention to issue any shares of its preferred  stock,  there can
               be no guarantee that the Company will not do so in the future.

               17.  MAINTENANCE  CRITERIA  FOR  NASDAQ  SECURITIES;   DISCLOSURE
               RELATING TO LOW-PRICE  STOCKS.  The NASD,  which  administers the
               NASDAQ SmallCap  (trademark)  Market,  requires that, in order to
               continue to be included on the NASDAQ SmallCap (trademark)Market,
               a company must maintain  $2,000,000  in total assets,  a $100,000
               market value of the public float and  $1,000,000 in total capital
               and surplus. Also, continued inclusion requires two market makers
               and a minimum  bid price of $1.00 per share;  provided,  however,
               that if a company  falls below such  minimum  bid price,  it will
               remain eligible for  continued  inclusion in the NASDAQ  SmallCap
               (trademark)  Market if the market value of the public float is at
               least  $1,000,000  and the Company has  $2,000,000 in capital and
               surplus.  The failure to meet maintenance  criteria in the future
               may result in the Company's  securities not being included on the
               NASDAQ SmallCap  (trademark)  Market. In such event,  trading, if
               any,  in  the  Company's  securities  may  be  conducted  in  the
               non-NASDAQ  over-the-counter market in what are commonly referred
               to as the "pink  sheets." As a result,  an  investor  may find it
               more difficult to dispose of, or to obtain accurate quotations as
               to the market value of, the  Company's  securities.  In addition,
               sale of the Company's  securities would be subject to Rules 15g-6
               and 15g-9  promulgated by the SEC under the  Securities  Exchange
               Act of 1934 that would impose various sales practice requirements
               on  broker-dealers  who sell  securities  governed by the rule to
               persons  other  than  established   customers  and  institutional
               accredited  investors,  if the  Company  fails  to  meet  certain
               criteria set forth in such rule.  Individual accredited investors
               are no longer exempt from such sales practice  requirements.  For
               these  types  of  transactions,  the  broker-dealer  must  make a
               special  suitability  determination  for the  purchaser  and have
               received  the  purchaser's  written  consent to the  transactions
               prior to sale. Consequently,  the rule may have an adverse effect
               on the ability of broker-dealers to sell the Company's securities
               which may affect the ability of  purchasers  in this  offering to
               sell their  securities  in the secondary  market.  

               The SEC also has adopted regulations which define a "penny stock"
               to be an equity  security that has a market price (as defined) of
               less  than  $5.00  per  share,  subject  to  certain  exceptions,
               including  securities  authorized  for  quotation  on the  NASDAQ
               SmallCap (trademark)Market. For any transaction involving a penny
               stock,  unless exempt,  the rules require the delivery,  prior to
               any  transaction  in a  penny  stock,  of a  disclosure  schedule
               prepared  by  the  SEC  relating  to  the  penny  stock   market.
               Disclosure also has to be made about commissions  payable to both
               the broker-
                                        7
<PAGE>

               dealer  and the  registered  representative,  and  about  current
               quotations for the securities.  Finally,  monthly statements must
               be sent disclosing  recent price  information for the penny stock
               held in the account  and  information  on the  limited  market in
               penny stocks.  If the Company's  securities are delisted from the
               NASDAQ  SmallCap  (trademark)  market  in the  future  or if they
               should  otherwise  fall within the SEC's  definition  of a "penny
               stock," the trading market for the Company's  securities could be
               materially adversely affected.

          18.  CONFLICTS  OF  INTEREST.  The Company and Veitia and  Associates,
               Inc.,  an  investment  management  firm wholly  owned by Diego J.
               Veitia,  the Company's  Chairman of the Board and Chief Executive
               Officer,  share certain  resources and  investment  research.  In
               addition,  Veitia and Associates,  Inc. directs certain trades by
               All Seasons Global Fund, Inc., a publicly held closed-end  mutual
               fund managed by Veitia and  Associates,  Inc.,  to the  Company's
               trading  department.  Officers  and  directors of the Company are
               also  officers and directors of Veitia and  Associates,  Inc. and
               America's All Season Fund.  These  relationships  could result in
               conflicts  of  interest,   including   conflicts   regarding  the
               negotiation and interpretation of agreements.  The Company has no
               plans or  arrangements,  including  the hiring of an  independent
               third party,  for the resolution of disputes  between the Company
               and its  affiliates,  if they arise.  The Board of Directors  has
               adopted a policy regarding  transactions  between the Company and
               any affiliate,  including loan  transactions,  requiring that all
               such  transactions  be  approved  by a  majority  of the Board of
               Directors and a majority of the  disinterested  outside directors
               and  that  all  such  transactions  be for a bona  fide  business
               purpose and be entered into on terms at least as favorable to the
               Company as could be obtained from unaffiliated  independent third
               parties.


                                 USE OF PROCEEDS

          The  net   proceeds   from  the  Common  Stock  sold  by  the  Selling
     Shareholders  will  inure  entirely  to their  benefit  and not that of the
     Company.

                            SELLING SECURITY HOLDERS

          The  table  set  forth  below  sets  forth,  as of the  date  of  this
     Prospectus,  or a subsequent date if amended or supplemented,  (a) the name
     of each Selling  Shareholder and its relationship to the Company during the
     last three  years,  (b) the number of shares of Common  Stock each  Selling
     Shareholder  beneficially  owned prior to this offering,  (c) the number of
     shares of Common Stock offered  pursuant to this Prospectus by each Selling
     Shareholder  and (d) the amount and the percentage of the Company's  Common
     Stock that will be owned by each Selling  Shareholder  after  completion of
     this  offering.   The  information  set  forth  below  may  be  amended  or
     supplemented  from  time to  time.  There is no  assurance  that any of the
     Selling  Shareholders  will sell any or all of the  shares of Common  Stock
     offered by them hereunder.

                                        8
<PAGE>
<TABLE>
<CAPTION>
<S>                                      <C>                       <C>                        <C>           <C>


================================================================================================================================
                                                                                              Shares of Common
                                         Shares of                                            Stock Beneficially
                                         Common Stock                                         Owned upon
                                         Beneficially              Shares of Common           Completion of Offering
Name and Position                        Owned as of               Stock Offered
of Selling Shareholder                   July 2, 19961             Hereby                     Number        Percent
- --------------------------------------------------------------------------------------------------------------------------------
Diego J. Veitia, Director,
Chairman of the Board and
Chief Executive Officer                    557,039 (2)               156,730                  400,309        27.5%
- --------------------------------------------------------------------------------------------------------------------------------
Jerome F. Miceli, Director,
President and Chief Operating
Officer                                    198,724 (3)               126,128                   72,596         4.9%
- --------------------------------------------------------------------------------------------------------------------------------
Stephen A. Saker, Director,
Vice President and Secretary               112,787 (4)               112,787                     0             0
- --------------------------------------------------------------------------------------------------------------------------------
Donald A. Halliday, Director                30,100 (5)                27,500                    2,600          *
- --------------------------------------------------------------------------------------------------------------------------------
Elmer L. Jacobs, Director                   38,000 (6)                27,500                   10,500          *
================================================================================================================================
</TABLE>

*        Less than one percent (1%)

- --------

          1    Includes,  for the  purposes  of this table and this  Prospectus,
               shares of Common  Stock  issuable  upon the  exercise  of options
               under the Stock Option Plan which are not currently exercisable.

          2    Includes  400,309  shares  of Common  Stock  held by the Diego J.
               Veitia  Family  Trust (the "Family  Trust") as Mr.  Veitia is the
               settlor, sole trustee and primary beneficiary of the Family Trust
               and, as such,  may be deemed the  beneficial  owner of the shares
               held by the Family Trust under the rules and  regulations  of the
               Commission.  Also  includes  46,730  shares of Common Stock to be
               distributed  pursuant  to the ESOP and  110,000  shares of Common
               Stock  issuable  upon the  exercise of an option  under the Stock
               Option Plan.

          3    Includes 16,128 shares of Common Stock to be distributed pursuant
               to the ESOP and 110,000  shares of Common Stock issuable upon the
               exercise of an option under the Stock Option Plan.  Also includes
               4,519 shares of Common Stock  subject to a presently  exercisable
               option from the Family Trust.


          4    Includes 47,787 shares of Common Stock to be distributed pursuant
               to the ESOP and 65,000  shares of Common Stock  issuable upon the
               exercise of an option under the Stock Option Plan.

          5    Includes 27,500 shares of Common Stock issuable upon the exercise
               of an option under the Stock Option Plan.

          6    Includes 27,500 shares of Common Stock issuable upon the exercise
               of an option under the Stock Option Plan.

                                        9
<PAGE>


                              PLAN OF DISTRIBUTION

          The Common Stock will be offered and sold by the Selling  Shareholders
     for their own accounts.  The Company will not receive any proceeds from the
     sale of the Common Stock pursuant to this Prospectus.

     The Selling Shareholders may choose to sell the Common Stock offered hereby
     at any time in the  future.  The  distribution  of the Common  Stock by the
     Selling  Shareholders  is not subject to any  underwriting  agreement.  The
     Selling  Shareholders  may sell the Common Stock covered by the  Prospectus
     through the NASDAQ SmallCap  (trademark)  Market,  at prices and terms then
     prevailing,  through customary brokerage channels,  in privately negotiated
     transactions or otherwise,  either through  broker-dealers acting as agents
     or brokers for the seller,  or through  broker- dealers acting as agents or
     principals,  who may then  resell  the  Common  Stock  through  the  NASDAQ
     SmallCap (trademark) Market, at private sale or otherwise, at market prices
     prevailing at the time of sale, at prices related to such prevailing market
     prices  or  at  negotiated   prices.   Such   broker-dealers   may  receive
     compensation  in  the  form  of  underwriting  discounts,  concessions,  or
     commissions  from the Selling  Shareholders  and/or the  purchasers  of the
     Common Stock for whom they may act as agent,  which  compensation may be in
     excess  of  customary   commissions.   The  Selling  Shareholders  and  any
     broker-dealers that participate with the Selling Shareholders in the resale
     of the Common Stock  positioned by them might be deemed to be  underwriting
     discounts  and   commissions   under  the   Securities   Act.  The  Selling
     Shareholders will pay any transaction costs associated with
     effecting  any sales  that may  occur.  The  Selling  Shareholders  are not
     restricted  as to the price or prices at which they may sell  their  Common
     Stock.  Sales of such Common Stock at less than the market  prices  thereof
     may depress the market price of the Common Stock.

                INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

          The  following  documents  previously  filed by the  Company  with the
     Commission, and all documents subsequently filed by it pursuant to Sections
     13(a),  13(c), 14 and 15(d) of the Exchange Act prior to the termination of
     this offering, are incorporated by reference into this Prospectus:

         (1)        The  Company's  annual  report of Form 10-KSB for the fiscal
                    year ended September 30, 1995;

         (2)        All other reports filed by the Company  pursuant to Sections
                    13(a) or 15(d) of the Exchange Act since September 30, 1995;
                    and

         (3)        The  description of the Company's  Common Stock contained in
                    the  Company's  Registration  Statement on Form SB-2,  filed
                    October 13, 1993, File No.  33-70334-A,  and as amendment by
                    amendments  filed  December 15, 1993,  February 2, 1994, and
                    April 18, 1994.

          The Company will provide  without charge to each person to whom a copy
     of this  Prospectus  is  delivered,  upon  written or oral  request of such
     person, a copy of any and all of the information that has been incorporated
     by reference in this Prospectus (not including  exhibits to the information
     that is  incorporated  by reference  unless such  exhibits  are  themselves
     specifically  incorporated  by  reference).  Any such  requests  should  be
     directed to:  International  Assets  Holding  Corporation,  250 Park Avenue
     South,  Winter  Park,  Florida  32789,   Attention:   Compliance  Director,
     telephone number (407) 629-1400.


                                       10
<PAGE>

                      DISCLOSURE OF COMMISSION POSITION ON
                 INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

          The Company's  Certificate of  Incorporation,  as amended,  includes a
     provision  eliminating  the monetary  liability of directors to the fullest
     extent  possible  under Delaware law.  Article VII of the Company's  Bylaws
     provides that the Company shall indemnify its directors and officers if the
     party to be  indemnified  acted in good faith and in a manner  such  person
     reasonably  believed to be in, or not opposed to, the best  interest of the
     Corporation.  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 foregoing provisions,  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.

                                       11
<PAGE>


                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 
ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE

          The  following  documents  previously  filed by the  Company  with the
     Commission and all documents  subsequently filed by it pursuant to Sections
     13(a),  13(c),  14 and 15(d) of the  Securities  Exchange  Act of 1934 (the
     "Exchange Act") are incorporated by reference:

               (1)  The  Company's  Annual  Report on Form 10-KSB for the fiscal
                    year ended September 30, 1995;

               (2)  All other reports filed by the Company  pursuant to Sections
                    13(a) or 15(d) of the Exchange Act since September 30, 1995;
                    and
               (3)  The  description of the Company's  Common Stock contained in
                    the  Company's  Registration  Statement on Form SB-2,  filed
                    October 13,  1993,  File No.  33-70334-A,  and as amended by
                    amendments  filed  December 15, 1993,  February 2, 1994, and
                    April 18, 1994.

ITEM 4.   DESCRIPTION OF SECURITIES

         Not applicable.


ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not applicable.


ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS

          The Company's  Certificate of  Incorporation,  as amended,  includes a
     provision  eliminating  the monetary  liability of directors to the fullest
     extent  possible under  Delaware law.  Subsection (a) of Section 145 of the
     General  Corporation Law of the State of Delaware  permits a corporation to
     indemnify  any person who was or is a party or is  threatened  to be made a
     party to any threatened,  pending or completed action,  suit or proceeding,
     whether civil,  criminal,  administrative  or investigative  (other than an
     action  by or in the right of the  corporation)  by reason of the fact that
     such  person  is or was a  director,  officer,  employee  or  agent  of the
     corporation,  or is or was serving at the request of the  corporation  as a
     director,  officer, employee or agent of another corporation,  partnership,
     joint  venture,  trust or other  enterprise,  against  expenses  (including
     attorneys' fees), judgments,  fines and amounts paid in settlement actually
     and reasonably incurred by such person in connection with such action, suit
     or  proceeding  if such  person  acted in good  faith and in a manner  such
     person reasonably believed to be in or not opposed to the best interests of
     the corporation,  and, with respect to any criminal action or a proceeding,
     had no reasonable cause to believe such conduct was unlawful.

          Subsection  (b) of Section 145 permits a corporation  to indemnify any
     person  who was or is a party  or is  threatened  to be made a party to any
     threatened,  pending or completed  action or suit by or in the right of the
     corporation  to procure a judgment  in its favor by reason of the fact that
     such  person  acted  in any of the  capacities  set  forth  above,  against
     expenses  (including  attorneys' fees) actually and reasonably  incurred by
     such person in connection  with the defense or settlement of such action or
     suit if such person acted in good faith and in a manner

                                      II-1
<PAGE>

such person reasonably believed to be in or not opposed to the best interests of
the corporation,  except that no  indemnification  may be made in respect of any
claim,  issue or matter as to which such person  shall have been  adjudged to be
liable  to the  corporation  unless  and only to the  extent  that the  Court of
Chancery or the court in which such action or suit was brought  shall  determine
upon application that,  despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably  entitled to
indemnity  for such  expenses  which the Court of  Chancery  or such other court
shall deem proper.

          Section 145 further  provides that to the extent a director or officer
     of a corporation  has been successful on the merits or otherwise in defense
     of any action, suit or proceeding referred to in subsections (a) and (b) of
     Section 145, or in the defense of any claim, issue or matter therein,  such
     person shall be indemnified  against expenses  (including  attorneys' fees)
     actually and  reasonably  incurred by such person in connection  therewith,
     and that  indemnification  provided  for by Section 145 shall not be deemed
     exclusive  of any  other  rights  to which  the  indemnified  party  may be
     entitled.

         Article VII of the Company's Bylaws includes the following provisions:

          Section 1. The Corporation  shall indemnify any person who was or is a
     party or is  threatened  to be made a party to any  threatened,  pending or
     completed   action,   suit  or   proceeding,   whether   civil,   criminal,
     administrative or investigative (other than an action by or in the right of
     the  Corporation)  by reason of the fact  that he is or was a  director  or
     officer of the  Corporation,  or is or was  serving  at the  request of the
     Corporation as a director or officer of another  corporation,  partnership,
     joint  venture,  trust or other  enterprise,  against  expenses,  including
     attorneys' fees,  judgments,  fines and amounts paid in settlement actually
     and  reasonably  incurred by him in  connection  with such action,  suit or
     proceeding if he acted in good faith and in a manner he reasonably believed
     to be in, or not opposed to, the best  interests  of the  Corporation  and,
     with respect to any criminal action or proceeding,  had no reasonable cause
     to believe his conduct was unlawful. The termination of any action, suit or
     proceeding by judgment,  order, settlement,  conviction,  or upon a plea of
     nolo  contendere  or  its  equivalent  shall  not,  of  itself,   create  a
     presumption  that the  person,  did not act in good  faith  and in a manner
     which  he  reasonably  believed  to be in,  or not  opposed  to,  the  best
     interests of the  Corporation  and, with respect to any criminal  action or
     proceeding, had reasonable cause to believe that his conduct was unlawful.

          Section 2. The Corporation  shall indemnify any person who was or is a
     party to or is threatened to be made a party to any threatened,  pending or
     completed action or suit by or in the right of the Corporation to procure a
     judgment in its favor by reason of the fact that he is or was a director or
     officer of the  Corporation,  or is or was  serving  at the  request of the
     Corporation as a director or officer of another  corporation,  partnership,
     joint  venture,  trust  or  other  enterprise  against  expense,  including
     attorneys' fees actually and reasonably  incurred by him in connection with
     the defense or  settlement of such action or suit if he acted in good faith
     and in a manner he  reasonably  believed  to be in, or not  opposed to, the
     best interests of the Corporation. No such indemnification against expenses
     shall be made,  however,  in respect  of any  claim,  issue or matter as to
     which such person shall have been  adjudged to be liable for  negligence or
     misconduct to the extent that the Court of Chancery in which such action or
     suit  was  brought  shall  determine  upon  application  that  despite  the
     adjudication  of  liability,  but in view of all the  circumstances  of the
     case,  such person is fairly and reasonably  entitled to indemnity for such
     expenses which the Court of Chancery or such other court shall deem proper.

          Section 3.  Indemnification  under  Sections  1 and 2 of this  Article
     shall  be  made  by  the  Corporation  when  ordered  by a  court  or  upon
     determination that  indemnification of the director or officer is proper in
     the circumstances because he has met the applicable standard of conduct set
     forth in those Sections.  Such determination shall be made (a) by the board
     of directors who were not parties to such action,  suit, or proceeding,  or
     (b) if such quorum is not obtainable  or, even if  obtainable,  a quorum of
     disinterested  directors  so directs,  by  independent  legal  counsel in a
     written opinion, or (c) by the stockholders.

                                      II-2
<PAGE>

          Section 4. Expenses  incurred in defending a civil or criminal action,
     suit or  proceeding  of the  kind  described  in  Sections  1 and 2 of this
     Article  shall  be  paid  by  the  Corporation  in  advance  of  the  final
     disposition  of  such  action,  suit  or  proceeding  upon  receipt  of  an
     undertaking,  by or on  behalf  of  the  person  who  may  be  entitled  to
     indemnification  under those Sections, to repay such amount unless it shall
     ultimately  be  determined  that he is  entitled to be  indemnified  by the
     Corporation.

          Section 5. The indemnification provided in this Article shall continue
     as to a  person  who  has  ceased  to  be a  director  or  officer  of  the
     Corporation  and shall  inure to the  benefit of the heirs,  executors  and
     administrators of such a person.

          Section 6. Nothing herein contained shall be construed as limiting the
     power  or  obligation  of  the  Corporation  to  indemnify  any  person  in
     accordance with the Delaware Corporation Law, as amended from time to time,
     or in accordance with any similar law adopted in lieu thereof.

          Section 7. The  Corporation  shall also  indemnify any person  against
     expenses,  including  attorneys' fees,  actually and reasonably incurred by
     him in enforcing any right to indemnification under this Article, under the
     Delaware  Corporation  Law,  as  amended  from  time to time,  or under any
     similar law adopted in lieu thereof.

          Section 8. Any person who shall serve as a director, officer, employee
     or agent of the  corporation  or who shall  serve,  at the  request  of the
     corporation,   as  a  director,  officer,  employee  or  agent  of  another
     corporation,  partnership,  joint venture, trust or other enterprise, shall
     be deemed to do so with  knowledge  or and in  reliance  upon the rights of
     indemnification  provided in this Article, in the Delaware Corporation Law,
     as amended  from time to time,  or under any  similar  law  adopted in lieu
     thereof.

          Section 9. Nothing  contained  herein shall be construed as protecting
     any  director,   officer,  employee  or  agent  against  liability  to  the
     Corporation  or to its  shareholders  contrary to the provisions of Section
     17(h) of the Investment Company Act of 1940.


ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.   EXHIBITS.

          In lieu of an  opinion  of  counsel  concerning  compliance  with  the
     requirements of ERISA or an Internal Revenue Service ("IRS")  determination
     letter that the ESOP is qualified under Section 401 of the Internal Revenue
     Code, the undersigned  registrant  hereby undertakes to submit the ESOP and
     all  amendments  thereto  to the IRS in a timely  manner  and will make all
     changes required by the IRS in order to qualify the ESOP.

           5.1      Opinion  of  Holland  &  Knight  as to the  legality  of the
                    securities being registered hereunder.

          10.2      International   Assets  Holding   Corporation  Stock  Option
                    Plan.*******

          10.2(a)   Amendment to  International  Assets  Holding  Corporation
                    Stock Option Plan dated December 28, 1995.
- --------
          *******  Filed with Company's Registration Statement on Form SB-2,
                   dated October 13, 1993, File No.33-70334-A, as amended.

                                      II-3
<PAGE>


          10.3      International  Assets  Advisory  Corporation  Employee Stock
                    Ownership   Plan   and   Trust   Agreement   (formerly   the
                    International    Assets   Advisory    Corporation   Employee
                    Investment  Plan  effective  October 1, 1989) as amended and
                    restated on December 30, 1992.*

          10.3(a)   First   Amendment  to   International   Assets  Advisory
                    Corporation  Employee Stock Ownership Plan dated November 4,
                    1993.

          10.3(b)   Amendment  1994-1  to   International   Assets  Advisory
                    Corporation  Employee  Stock  Ownership  Plan dated July 19,
                    1994.

          10.3(c)   Amendment  1994-1  to   International   Assets  Advisory
                    Corporation Employee Stock Ownership Plan dated December 30,
                    1994

          10.3(d)   Amendment  1995-1  to   International   Assets  Advisory
                    Corporation  Employee  Stock  Ownership Plan dated July 21,
                    1995.

          23.1      Consent of KPMG Peat Marwick LLP.

          23.2      Consent  of  Holland  & Knight  (contained  in  Exhibit 5.1
                    hereto).

          24.1      Power(s) of Attorney (included on the signature page to this
                    Registration Statement).

ITEM 9.             UNDERTAKINGS.

          (a)       The undersigned registrant hereby undertakes:

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

                    (i)  To include any prospectus  required by section 10(a)(3)
                         of the Securities Act;

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

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

                  provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not  apply  if the  registration  statement  is on Form  S-3 or Form S-8 and the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs is contained in periodic reports filed by the registrant  pursuant to
section  13 or  section  15(d) of the  Exchange  Act that  are  incorporated  by
reference in the registration statement.

          (2) 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.

          (3) 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.
                                      II-4
<PAGE>


          (b) The undersigned registrant hereby undertakes that, for purposes of
     determining  any  liability  under the  Securities  Act, each filing of the
     registrant's  annual  report  pursuant to section 13(a) or section 15(d) of
     the Exchange Act (and, where applicable, each filing of an employee benefit
     plan's annual report pursuant to section 15(d) of the Exchange Act) that is
     incorporated by reference in the registration  statement shall be deemed to
     be a new registration  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 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  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.

                                   SIGNATURES

          Pursuant  to the  requirements  of the  Securities  Act of  1933,  the
     registrant  certifies  that it has  reasonable  grounds to believe  that it
     meets all of the  requirements  for filing on Form S-8 and has duly  caused
     this Registration  Statement to be signed on its behalf by the undersigned,
     thereunto duly authorized, in the City of Winter Park, State of Florida, on
     this 21st day of August, 1996.

                                                    INTERNATIONAL ASSETS HOLDING
                                                    CORPORATION



                                                    By:/S/ Jerome F. Miceli
                                                    Jerome F. Miceli, President
                                                    and Chief Operating Officer


                                POWER OF ATTORNEY

          Each person  whose  signature  appears  below hereby  constitutes  and
     appoints  Jerome F.  Miceli as his or her true and lawful  attorney-in-fact
     and agent, with full power of substitution and  resubstitution,  for him or
     her and in his or her name, place and stead, in any and all capacities,  to
     sign any and all amendments (including  post-effective  amendments) to this
     Form S-8 Registration Statement of International Assets Holding Corporation
     and to file the same,  with all exhibits  thereto,  and other  documents in
     connection  therewith,  with the  Securities and Exchange  Commission,  and
     hereby grants to such  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,  as fully to all intents and  purposes as he or she might or could
     do  in   person,   hereby   ratifying   and   confirming   all  that   said
     attorney-in-fact and agent or his substitute may lawfully do or cause to be
     done by virtue hereof.

                                      II-5
<PAGE>

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
<S>                                        <C>                                  <C>


  Signature                                      Title                                Date



Diego J. Veitia                            Chief Executive Officer and          August 21, 1996
                                           Chairman of the Board


Jerome F. Miceli                           President, Chief Operating           August 21, 1996
                                           Officer (Principal Executive
                                           Officer), Treasurer and Director

Stephen A. Saker                           Vice President, Secretary            August 21, 1996
                                           and Director


Donald A. Halliday                         Director                             August 21, 1996



Elmer L. Jacobs                            Director                             August 21, 1996



 Jonathan C. Hinz                          Vice President and Controller        August 21, 1996
                                          (Person Performing Similar Functions
                                           of Principal Financial Officer
 
 

</TABLE>



                                      II-6
<PAGE>

                                INDEX TO EXHIBITS

                         EXHIBIT NUMBER AND DESCRIPTION

5.1       Opinion of Holland & Knight as to the legality of the securities being
          registered hereunder.

10.2      International Assets Holding Corporation Stock Option Plan.*

10.2(a)   Amendment to International  Assets Holding Corporation Stock Option
          Plan dated December 28, 1995.

10.3      International  Assets  Advisory  Corporation  Employee Stock Ownership
          Plan and Trust Agreement  (formerly the International  Assets Advisory
          Corporation  Employee  Investment  Plan effective  October 1, 1989) as
          amended and restated on December 30, 1992.*

10.3(a)   First  Amendment  to  International  Assets  Advisory  Corporation
          Employee Stock Ownership Plan and Trust Agreement dated November 4,
          1993.

10.3(b)   Amendment  1994-1 to  International  Assets  Advisory  Corporation
          Employee Stock Ownership Plan dated July 19, 1994.


10.3(c)   Amendment  1994-1 to  International  Assets  Advisory  Corporation
          Employee Stock Ownership Plan dated December 30, 1994.

10.3(d)   Amendment  1995-1 to  International  Assets  Advisory  Corporation
          Employee Stock Ownership Plan dated July 21, 1995.

23.1      Consent of KPMG Peat Marwick LLP.

23.2      Consent of Holland & Knight (contained in Exhibit 5.1 hereto).

24.1      Power(s)  of  Attorney   (included  on  the  signature  page  to  this
          Registration Statement).

- --------
     * Filed with Company's  Registration  Statement on Form SB-2,  dated
October 13, 1993, File No. 33-70334-A, as amended.

<PAGE>














                                   EXHIBIT 5.1












<PAGE>

August 21, 1996



International Assets Holding Corporation
250 Park Avenue South, Suite 200
Winter Park, Florida 32789

Ladies and Gentlemen:

     We refer to the  registration  statement of  International  Assets  Holding
Corporation,   a  Delaware   corporation   (the  "Company")  on  Form  S-8  (the
"Registration Statement"), which is to be filed with the Securities and Exchange
Commission (the "Commission")  concurrently herewith,  covering the registration
under the Securities Act of 1933, as amended (the "Securities  Act"), of 860,714
shares of the Company's  Common Stock, par value $0.01 per share (the "Shares"),
pursuant  to  the  International  Assets  Advisory  Corporation  Employee  Stock
Ownership Plan (the "ESOP") and the  International  Assets  Holding  Corporation
Stock Option Plan (the "Stock Option Plan").  The Shares have been issued by the
Company  and  will  be  distributed  pursuant  to the  ESOP  (the  Shares  to be
distributed  thereunder  the "ESOP  Shares")  or are to be issued by the Company
upon the exercise of certain stock options ("Options") granted and to be granted
to certain  employees or  directors of the Company  pursuant to the Stock Option
Plan (the Shares to be issued thereunder the "Option  Shares").  This opinion is
being delivered pursuant to the requirements of Item 601(b)(5) of Regulation S-B
promulgated by the Commission under the Securities Act.

     This opinion  letter is governed by, and shall be interpreted in accordance
with, the Legal Opinion Accord (the "Accord") of the ABA Section of Business Law
(1991).  As a  consequence,  it  is  subject  to  a  number  of  qualifications,
exceptions,  definitions,  limitations on coverage and other limitations, all as
more  particularly  described in the Accord,  and this opinion  letter should be
read in conjunction therewith.

     As counsel for the Company,  we have examined the  Registration  Statement,
and we are familiar with the proceedings taken by the Company relating to it. We
also have examined the Articles of  Incorporation  and the Bylaws of the Company
and such Company records, certificates and other documents as we have considered
necessary or appropriate for the purposes of this opinion. In addition,  we have
made such investigations and have examined such certificates of public officials
and  officers of the Company and such other  documents  and records as we deemed
necessary for purposes of this opinion.


<PAGE>

International Assets Holding Corporation
August 21, 1996
Page 2
________________________


     In our  examination,  we have assumed the  genuineness of all signatures on
all documents  submitted to us as originals,  the  authenticity of all documents
submitted to us as originals or certified,  photostatic or facsimile copies, and
the conformity to the originals of all documents  submitted to us as copies.  We
also have relied upon the accuracy of the aforementioned  certificates of public
officials  and, as to matters of fact, of officers of the Company.  We have also
relied on  Company  records  and have  assumed  the  accuracy  and  completeness
thereof.

     Based upon the foregoing, it is our opinion that the Option Shares are duly
authorized  and, upon issuance in connection with the exercise of the Options in
accordance  with the terms of the  Stock  Option  Plan  against  payment  of the
exercise  price  therefor (as  applicable),  will be,  assuming no change in the
applicable   law  or   pertinent   facts,   validly   issued,   fully  paid  and
non-assessable.
     We hereby consent to the use of our name in the  Registration  Statement as
counsel who will pass upon the legality of the Option Shares for the Company and
as having  prepared this  opinion,  and to the use of this opinion as an exhibit
(Exhibit 5.1) to the Registration Statement.

     In giving this  consent,  we do not  thereby  admit that we come within the
category of persons whose consent is required  under Section 7 of the Securities
Act of 1933, as amended,  or the rules and  regulations  of the  Securities  and
Exchange Commission promulgated thereunder.
                                                     Very truly yours,

                                                     HOLLAND & KNIGHT
                                                     /S/ HOLLAND & KNIGHT







<PAGE>













                                 EXHIBIT 10.2(a)

<PAGE>
                         UNANIMOUS CONSENT OF DIRECTORS
                           IN LIEU OF SPECIAL MEETING
                   OF INTERNATIONAL ASSETS HOLDING CORPORATION




     THE UNDERSIGNED, being all of the directors of International Assets Holding
Corporation, a Delaware  corporation (the  "Company"),  do hereby consent to and
adopt the  following  resolutions pursuant  to  Section  141(f)  of the  General
Corporation Law of the State of Delaware, and hereby direct that this Consent be
filed  with the  minutes of the  proceedings  of the Board of  Directors  of the
Company:

                                  RESOLUTIONS


     WHEREAS,  the  International  Assets Holding  Corporation Stock Option Plan
(the  "Plan")  was  adopted to  further  the  interest  of the  Company  and its
shareholders  by  providing  incentives  in the form of stock  option  grants to
executives,  consultants,  key  employees  and  directors  of  the  Company  who
contribute materially to the success of the Company; and

     WHEREAS, the Board has determined it is in the best interest of the Company
to  increase  the  maximum  aggregate  number of shares  that may be  subject to
options under the Plan from 250,000 to 500,000; and

     WHEREAS,  pursuant to Sections  3(a) and 18(a) of the plan any amendment to
the plan which  increases the aggregate  number of shares that may be subject to
options   granted  under  the  Plan  requires  the  approval  of  the  Company's
shareholders; it is therefore

     RESOLVED,  that the  following  amendment  to the Plan is  approved  by the
directors of the Company  effective as of the date hereof and shall be submitted
to  the  shareholders  of  the  Company  at  the  next  annual  meeting  of  the
shareholders:

        Section 3(a) shall be amended in its entirety to read as follows:



          "(a)TOTAL NUMBER OF SHARES.  The total number of shares of
          Stock which may be issued by the Company to all Optionees
          under the plan is 500,000 shares.  The total number of shares
          of Stock which may be so issued may be increased only by a
          resolution adopted by the Board of Directors and approved by
          the shareholders of the Company."
 
<PAGE>



     FURTHER  RESOLVED,  that  pursuant to the actions taken by the Board at its
May 12, 1995 meeting, Incentive Stock Options are hereby granted effective as of
the  date  hereof,  subject  to  approval  of the  amendment  to the Plan by the
shareholders, to certain directors and officers of the company as follows:


               Diego Veitia        110,000 shares
               Jerome Miceli        70,000 shares
               Stephen Saker        35,000 shares
               Donald Halliday      17,500 shares
               Elmer Jacobs         17,500 shares


     FURTHER  RESOLVED,  that in the  event  the  Amendment  to the  Plan is not
approved by the shareholders, the above-referenced Incentive Stock Options shall
be cancelled: and

     FURTHER RESOLVED,  that the officers of the Company are hereby directed and
empowered  to  take  all  necessary  actions  to  submit  the  Amendment  to the
shareholders for approval.


     This Written Consent is dated as of the 28th day of December, 1995

                                   By:  /S/ Diego J. Veitia
                                        Diego J. Veitia, Director


                                   By:  /S/ Jerome F. Miceli
                                        Jerome F. Miceli, Director


                                   By:  /S/ Stephen A. Saker
                                        Stephen A. Saker, Director


                                   By:  /S/ Donald A. Halliday
                                        Donald A. Halliday, Director




<PAGE>


                                   By:  /S/ Elmer L. Jacobs
                                        Elmer L. Jacobs, Director



     This Written  Consent may be executed in counterpart originals all of which
original counterparts,  taken  together,  will  have the same  effect  as if all
signatures were contained in a single copy of this Written Consent.


<PAGE>





 
                                 EXHIBIT 10.3(a)

<PAGE>
          FIRST AMENDMENT TO INTERNATIONAL ASSETS ADVISORY CORPORATION
                EMPLOYEE STOCK OWNERSHIP PLAN AND TRUST AGREEMENT

     THIS  AMENDMENT  is made this 4 day of  November,  1993,  by  International
Assets Advisory Corporation,  a Florida corporation,  hereinafter referred to as
the "Corporation."

     WHEREAS,   the  Corporation  adopted  the  International   Assets  Advisory
Corporation  Employee Stock  Ownership Plan and Trust  Agreement (the "Plan") on
December 30, 1992; and

     WHEREAS,  the Corporation desires to amend certain provisions of said Plan;
and

     WHEREAS,  under the provisions of said Plan, the  Corporation  reserves the
right to amend the same at any time.

     NOW, THEREFORE,  this First Amendment to the International  Assets Advisory
Corporation Employee Stock Ownership Plan and Trust Agreement.

     1. Article VI,  Section 6.03, is hereby amended by adding the following new
subsection 6.03(D) immediately following subsection 6.03(C):

(D) MODEL AMENDMENT - Direct Rollover of Eligible Rollover Distributions.

     (1) EFFECTIVE DATE. This Section applies to distributions  made on or after
January 1, 1993.  Notwithstanding any provision of the Plan to the contrary that
would otherwise limit a distributee election under this Article, a distributee
may elect, at the time and in the manner  prescribed by the plan  administrator,
to have  any  portion  of an  eligible rollover distribution paid directly to an
eligible retirement plan specified by the distributee in a direct rollover.

     (2) DEFINITIONS.

     (2.1) Eligible rollover distribution:  An eligible rollover distribution is
any  distribution  of all or any  portion  of the  balance  to the credit of the
distributee, except that an eligible rollover distribution does not include: any
distribution  that is one of a series of substantially  equal periodic  payments
(not less  frequently  than annually) made for the life (or life  expectancy) of
the  distributee  or  the  joint  lives  (or  joint  life  expectancies)  of the
distributee and the  distributee's  designated  beneficiary,  or for a specified
period of ten years or more; any distribution to the extent such distribution is
required  under  section   401(a)(9)  of  the  Code;  and  the  portion  of  any
distribution that is not includible in gross income  (determined  without regard
to the

 

                                       1
<PAGE>



exclusion  for net  unrealized  appreciation  with respect to employer
securities).

     (2.2)  Eligible   retirement  plan:  An  eligible  retirement  plan  is  an
individual  retirement  account  described  in  section  408(a) of the Code,  an
individual  retirement  annuity  described  in  section  408(b) of the Code,  an
annuity  plan  described  in section  403(a) of the Code,  or a qualified  trust
described in section 401(a) of the Code, that accepts the distributee's eligible
rollover distribution. However, in the case of an eligible rollover distribution
to the surviving spouse, an eligible retirement plan is an individual retirement
account or individual retirement annuity.

     (2.3) Distributee:  A distributee  includes an employee or former employee.
In  addition,  the  employee's  or former  employee's  surviving  spouse and the
employee's  or former  employee's  spouse or former  spouse who is the alternate
payee under a qualified  domestic  relations order, as defined in section 414(p)
of the Code,  are  distributees  with  regard to the  interest  of the spouse or
former spouse.

     (2.4) Direct  rollover:  A direct  rollover is a payment by the plan to the
eligible retirement plan specified by the distributee.

     2. Article X, Section 10.03[B](6) is hereby amended to read as follows:

     (6) The Trustee must add and maintain all assets acquired with the proceeds
of an Exempt Loan in a suspense Account. In withdrawing assets from the suspense
Account,    the    Trustee    will    apply    the    provisions    of    Treas.
(Sections)Reg.54.4975-7(b)(8)  and  (15) as if all  securities  in the  suspense
Account  were  encumbered.  Upon the  payment of any  portion  of the loan,  the
Trustee  will  effect  the  release  of  assets  in the  suspense  Account  from
encumbrances.  For each Plan Year during the  duration of the Exempt  Loan,  the
number of  Employer  Securities  released  must equal the  number of  encumbered
Employer  Securities held  immediately  before release for the current Plan Year
multiplied  by a  fraction.  The  numerator  of the  fraction  is the  amount of
principal paid for the Plan Year. The  denominator of the fraction is the sum of
the  numerator  plus the  principal  to be paid for all future Plan  Years.  The
number of future Plan Years under the loan must be definitely  ascertainable and
must be determined without taking into account any possible extension or renewal
periods. If collateral includes more than one class of Employer Securities,  the
number of Employer  Securities of each class to be released for a Plan Year must
be  determined  by applying the same  fraction to each such class.  The Advisory
Committee  will  allocate  assets  withdrawn  from the  suspense  Account to the
Accounts of Participants who otherwise share in the allocation of the Employer's
contribution  for the Plan  Year for  which  the Trustee has paid the portion of
the Exempt Loan  resulting in the release of the assets. The Advisory Committee
consistently will make this
                                       2
<PAGE>



allocation  as of each  Accounting  Date on the  basis of non-monetary  units,
taking into account the relative  Compensation of all such Participants for such
Plan Year.

     3. The effective date of this Amendment is January 1, 1993.

     4. Except as herein  modified and  amended,  all of the  provisions  of the
International  Assets  Advisory  Corporation  Employee Stock  Ownership Plan and
Trust Agreement shall be and remain in full force and effect.

     IN WITNESS  WHEREOF,  the  Corporation  has  caused  this  Amendment  to be
executed on the date first above written.

                                International Assets Advisory Corporation
 
                                        By: /S/ Jerome F. Miceli
                                            Jerome F. Miceli, President


                              ACCEPTANCE BY TRUSTEE

     The undersigned Trustees hereby accept the First Amendment  hereinabove set
forth and agree to continue to serve as  Trustees  of the  International  Assets
Advisory  Corporation  Employee  Stock  Ownership Plan, all as of the 4th day of
November, 1993.


                                        /S/ Diego J.. Veitia
                                        Diego J. Veitia

                                        /S/ Jerome F. Miceli
                                        Jerome F. Miceli
 
                                        /S/ Stephen A. Saker
                                        Stephen A. Saker

                                        /S/ Nancey M. McMurtry
                                        Nancey M. McMurtry

<PAGE>













                                 EXHIBIT 10.3(b)

<PAGE>



                    INTERNATIONAL ASSETS ADVISORY CORPORATION
                          EMPLOYEE STOCK OWNERSHIP PLAN
                                Amendment 1994-1

WHEREAS,  International Assets Advisory Corporation (hereafter,  the "Employer")
maintains the International Assets Advisory Corporation Employee Stock Ownership
Plan ("the Plan");

WHEREAS,  the Employer has the right to amend the Plan pursuant to Section 13.09
of the Plan;

WHEREAS,  the Board of Directors of the Employer authorized the officers of the
Employer or any  designated  committee to perform all  appropriate  ministerial
actions to effect the Plan as a tax-qualified retirement plan;

NOW, THEREFORE, the Employer hereby adopts and approves this amendment to become
effective July 19, 1994 as follows:

1.   The  written  loan  policy  (Exhibit  A of the  Summary  Plan  Description)
     incorporated by reference as part of the Plan under Section 9.W of the Plan
     shall be amended as follows:

     "LIMITATION ON LOAN AMOUNT/PURPOSE OF LOAN. The Advisory Committee will not
     approve any loan to a participant  in an amount which exceeds 50% of his or
     her aggregate amount in the Deferral Contribution and Matching Contribution
     Accounts,  as reflected  by the books and records of the Plan.  The maximum
     aggregate  dollar amount of loans  outstanding to any  participant  may not
     exceed $50,000 as aggregated with all participant loans from other employer
     qualified  plans,  reduced by  the  excess  of  the  participant's  highest
     outstanding  participant  loan balance during the 12-month period ending on
     the date of the loan over the participant's current outstanding participant
     loan balance on the date of the loan. A participant  may not request a loan
     for less than $500.

     A participant loan may be for the purpose of one or any  combination of the
     following  reasons:  (1) the  construction or improvement of a residence or
     other real estate;  (2) the purchase of a vehicle (including an automobile,
     van,  truck or  recreational  vehicle);  (3) tuition and other  educational
     expenses;  (4) medical and dental  expenses;  or (5) funeral  expenses of a
     family member."

2.   Except as amended  herein,  the Plan shall remain in full force and effect.
     ON WITNESS  WHEREOF,  the Employer has adopted this Amendment  1994-1 to be
     executed by its duly authorized officer this 19th day of July, 1994.


                                      INTERNATIONAL ASSETS ADVISORY CORPORATION

                                      BY: /S/ Jerome F. Miceli

 

 
<PAGE>


                    EXHIBIT A TO SUMMARY PLAN DESCRIPTION
                      (as amended effective July 19, 1994)

                                  LOAN POLICY

The Advisory Committee of the INTERNATIONAL ASSETS ADVISORY CORPORATION EMPLOYEE
STOCK  OWNERSHIP PLAN ("Plan")  adopts the following loan policy pursuant to the
terms of the Plan.  As a  participant  or  beneficiary  under the Plan,  you may
receive a loan only as permitted by this loan policy.

1.      LOAN  APPLICATION.  Any Plan  participant  may apply for a loan from the
Plan.  For  purposes  of this  loan  policy,  the term  "participant"  means any
participant or  beneficiary with respect to the Plan. A participant  must apply
for each loan in writing with an application  which specifies the amount of the
loan desired, the requested duration for the loan and the source of security for
the loan.  The Advisory  Committee will not approve any loan if a participant is
not  creditworthy.  In order  to be  creditworthy,  the  participant  must  have
established in his or her community, a reputation which would entitle him or her
to a similar loan from a commercial or business lender. In applying for the loan
from the Plan, each  participant  must give full authority to investigate his or
her creditworthiness.

2.      LIMITATION ON LOAN  AMOUNT/PURPOSE OF LOAN. The Advisory  Committee will
not approve any loan to a  participant  in an amount which exceeds 50% of his or
her  aggregate  amount in the Deferral  Contribution  and Matching  Contribution
Accounts,  as  reflected  by the books and  records  of the  Plan.  The  maximum
aggregate  dollar amount of loans  outstanding to any participant may not exceed
$50,000 as aggregated with all participant  loans from other employer  qualified
plans,reduced by the excess of the participant's highest outstanding participant
loan balance  during the 12 month period ending on the date of the loan over the
participant's  current  outstanding  participant loan balance on the date of the
loan. A participant may not request a loan for less than $500.

      A participant loan may be for the purpose of one or any combination of the
following  reasons:  (1) the construction or improvement of a residence or other
real estate; (2) the purchase of a vehicle (including an automobile,  van, truck
or  recreational  vehicle);  (3) tuition  and other  educational  expenses;  (4)
medical and dental expenses; or (5) funeral expenses of a family member.

3.      EVIDENCE AND TERMS OF LOAN.  The Advisory  Committee will document every
loan in the form of a  promissory  note signed by the  participant  for the face
amount of the loan,  together with a commercially  reasonable  rate of interest.
The Advisory Committee will determine the appropriate interest rate by obtaining
at least one  quote  from a  financial  institution,  as chosen by the  Advisory
Committee,  that is in the business of lending money. The interest rate quote(s)
must take into  account the term of the loan,  the  security  on that loan,  the
creditworthiness  of the  participant,  whether the interest  rate is adjustable
during  the term of the loan,  and the  intended  use of the loan  proceeds,  if
known,  and must reflect a  commercially  reasonable  rate for the  geographical
region in which  the  participant  lives.  If  participants  in the Plan live in
different geographical  regions, the Advisory Committee may establish a uniform
commercially  reasonable  interest rate applicable  to all regions  based on
information  obtained from at

 
<PAGE>

least one  region in which  participants  live.  The  Advisory  Committee  must
reevaluate interest rates for loans made more than one month since the last loan
made by the Plan.

     A loan may  provide  a fixed  rate of  interest  or an  adjustable  rate of
interest,  as determined by the Advisory  Committee and the  participant.  The
Advisory  Committee  will  determine  whether the interest rate is  commercially
reasonable  at the time it approves  the loan and, in the case of an  adjustable
rate loan, at the time of each  scheduled  adjustment.  The loan must provide at
least quarterly payments under a level amortization schedule.

     The loan may permit a suspension of payments for a period not exceeding one
year which occurs during an approved leave of absence.  The Advisory Committee
will fix the term for  repayment of any loan,-  however,  in no instance may the
term of  repayment be greater  than five years,  unless the loan  qualifies as a
home loan.  The Advisory  Committee  may fix the term for repayment of a home
loan for a period  not to  exceed  15  years.  A "home  loan" is a loan  used to
acquire a dwelling unit which,  within a reasonable  time, the participant  will
use as a principal residence.

     Participants  should note the law treats the amount of any loan (other than
a "home  loan")  not repaid  five years  after the date of the loan as a taxable
distribution on the last day of the five year period or, if sooner,  at the time
the loan is in default.  If a participant  extends a non-home loan having a five
year or less  repayment  term beyond five years,  the balance of the loan at the
time of the extension is a taxable distribution to the participant.

4.   SECURITY  FOR  LOAN.  A  participant  must  secure  each  loan  with an
irrevocable pledge and assignment of 50% of the aggregate amount in the Deferral
Contribution and Matching Contributions Accounts of the borrowing  participant's
accrued  benefit under the Plan or other security (e.g.,  principal  residence)
the  Advisory  Committee  accepts and finds to be  adequate,  or both 50% of the
participant's  aggregate  amount  in  the  Deferred  Contribution  and  Matching
Contributions  Accounts and other security.  The Advisory  Committee may request
the  borrowing  participant  to  secure  each loan  with  additional  collateral
acceptable  to the Advisory Committee or to substitute  collateral given for the
loan. The Advisory Committee may require greater security for a participant loan
from a participant not employed by the Employer at the date of the loan.

5.   FORM OF PLEDGE.  If the  participant  secures  the loan wholly or partly
with  50% of his aggregate  Deferred  Contribution  and  Matching  Contributions
Accounts,  the pledge and assignment of that portion of his accrued benefit will
be in the form attached to this Loan Policy.

6.   DEFAULT/RISK  OF LOSS. The Advisory  Committee  will treat this loan in
default if:

     (a) any scheduled payment remains unpaid more than 90 days.

     (b) the making or furnishing of any representation or statement to the Plan
by  or on behalf  of the  participant which  proves to have  been false  in  any
material respect when made or furnished;

     (c) loss,  theft, damage, destruction, sale or encumbrance  to or of any of
the  collateral or  the  making  of  any  levy  seizure or attachment thereof or
thereon;

     (d) death, dissolution, insolvency, business failure, appointment of
receiver of any part of the property of, assignment for the benefit of creditors
by, or the

<PAGE>

 

commencement of any proceeding under any bankruptcy or insolvency laws of, by or
against the participant.

     The participant will have the opportunity to repay the loan, resume current
status  of the  loan  by  paying  any  missed  payment  plus  interest  or,  if
distribution is available under the plan,  request  distribution of the note. If
the  1oan  remains  in  default,  the  Advisory  Committee  has  the  option  of
foreclosing on any other  security it holds or, to the extent a distribution  to
the participant is permissible under the Plan,  offset the participant's  vested
account balance by the outstanding  balance of the loan. The Advisory Committee
will treat the note as repaid to the extent of any permissible  offset.  Pending
final disposition of the note, the participant  remains obligated for any unpaid
principal and accrued interest.

     The Plan intends this loan program not to place other  participants at risk
with  respect to their  interests  in the Plan.  In this  record,  the  Advisory
Committee  will  administer  any  participant  loan  as a  participant  directed
investment of that portion of the participant's  vested account balance equal to
the outstanding principal balance of the loan. The Plan will credit that portion
of the  participant's  interest  with the  interest  earned on the note and with
principal  payments received by the participant.  The Plan also will charge that
portion of the  participant's  account balance with expenses directly related to
the origination, maintenance and collection of the note.

                        INTERNATIONAL ASSETS ADVISORY CORPORATION
                        PLAN ADMINISTRATOR

<PAGE>













                                EXHIBIT 10.3(c)

<PAGE>


AMENDMENT 1994-1 TO
                   INTERNATIONAL ASSETS ADVISORY CORPORATION
                         EMPLOYEE STOCK OWNERSHIP PLAN

THIS INSTRUMENT made this 30th day of December, 1994 by International Assets
Advisory Corporation (the "Employer").

WHEREAS, the Employer, has reserved the right, pursuant to Article XIII, Section
13.02, to amend the International  Assets  Advisory  Corporation  Employee Stock
Ownership Plan (the "Plan"); and

WHEREAS,  pursuant to Article XIII, Section 13.02, the Employer desires to amend
the Plan by adopting certain IRS Model  Amendments  provided in Rev. Proc. 93-12
and Rev. Proc. 94-13 to (i) comply with the Unemployment Compensation Amendments
of 1992, and (ii) the Omnibus Budget Reconciliation Act of 1993.

NOW,  THEREFORE,  effective as provided  herein,  the Employer hereby amends the
Plan as follows:

1.   Article I,  Section 1.10 (C),  "Limitations  on  Compensation",  is
     hereby amended by adding thereto the following:

"(3) Additional  Compensation  dollar  limitation.  In  addition  to other
     applicable limitations set forth in the Plan, and notwithstanding any other
     provision of the Plan to the contrary, for Plan Years beginning on or after
     January  1, 1994,  the  annual  Compensation  of each  Employee  taken into
     account  under the Plan shall not  exceed the OBRA '93 annual  compensation
     limit. The OBRA '93 annual  compensation limit is $150,000,  as adjusted by
     the  Commissioner  for increases in the cost of living in  accordance  with
     Section  401(a)(17)(B) of the Code. The cost of-living adjustment in effect
     for a calendar  year  applies to any  period,  not  exceeding  twelve  (12)
     months,  over  which  Compensation  is  determined  (determination  period)
     beginning in such calendar year.If a determination period consists of fewer
     than twelve (12)  months,  the OBRA '93 annual  compensation  limit will be
     multiplied by a fraction, the numerator of which is the number of months in
     the determination  period,  and the denominator of which is twelve (12) For
     Plan Years  beginning on or after  January 1, 1994,  any  reference in this
     Plan to the limitation under Section  401(a)(17) of the Code shall mean the
     OBRA '93 annual compensation limit set forth in this provision
<PAGE>
 
If  Compensation  for any prior  determination  period is taken into  account in
determining  an  Employee's  benefits  accruing  in the current  Plan Year,  the
Compensation  for that  prior  determination  period is  subject to the OBRA '93
annual  compensation  limit in effect for that prior  determination  period. For
this purpose,  for  determination  periods beginning before the first day of the
first plan year  beginning  on or after  January  1,  1994,  the OBRA '93 annual
compensation limit is $150,000."


2.   Article XV is hereby added to read as follows:

                 "ARTICLE XV - ELIGIBLE ROLLOVER DISTRIBUTIONS

     Section 15 01 GENERAL RULE

     This Section  applies to  distributions  made on or after  January 1, 1993.
     Notwithstanding  any  provision  of the  Plan to the  contrary  that  would
     otherwise limit a Distributee's  election under this Section, a Distributee
     may  elect,  at  the  time  and  in  the  manner  prescribed  by  the  Plan
     Administrator,  to have any  portion of an Eligible  Rollover  Distribution
     paid directly to an Eligible  Retirement  Plan specified by the Distributee
     in a Direct Rollover.

     Section 15.02 Definitions

(a)  ELIGIBLE ROLLOVER  DISTRIBUTION:  An Eligible Rollover Distribution is any
     distribution  of all or any  portion  of the  balance  to the credit of the
     Distributee,  except  than  an  Eligible  Rollover  Distribution  does  not
     include:  any distribution  that is one of a series of substantially  equal
     periodic payments (not less frequently than annually) made for the life (or
     life  expectancy)  of the  Distributee  or the joint  lives (or joint  life
     expectancies)   of  the  Distributee  and  the  Distributee's  designated
     beneficiary,  or  for  a  specified  period  of  ten  years  or  more;  any
     distribution  to the extent such  distribution  is required  under  Section
     401(a)(9)  of the Code;  and the  portion of any  distribution  that is not
     includible in gross income (determined without regard to the exclusion for
     net unrealized appreciation with respect to employer securities).

(b)  ELIGIBLE  RETIREMENT PLAN: An Eligible Retirement Plan is an individual
     retirement  account  described in Section 408(a) of the Code, an individual
     retirement annuity described in Section 408(b) of the Code, an annuity plan
     described in Section 403(a) of the Code, or a qualified  trust described in
     Section  401(a)  of the  Code,  that  accepts  the  Distributee's  Eligible
     Rollover  Distribution.  However,  in  the  case  of an  Eligible  Rollover
     Distribution  to the Surviving  Spouse,  an Eligible  Retirement Plan is an
     individual retirement account or individual retirement annuity.

<PAGE>

(c)  Distributee:  A Distributee includes an Employee or former Employee. In
     addition,  the  Employee's or former  Employee's  Surviving  Spouse and the
     Employee's  or  former  Employee's  spouse  or  former  spouse  who  is the
     alternate payee under a qualified  domestic  relations order, as defined in
     Section 414(p) of the Code, are Distributees with regard to the interest of
     the spouse or former spouse.

(d)  Direct Rollover: A Direct Rollover is a payment by the Plan to the Eligible
     Retirement Plan specified by the Distributee.

(e)  If a distributee is one to which sections 401(a)(11)and 417 of the Internal
     Revenue Code do not apply, such distribution may commence less than 30 days
     after the notice required under section 1.411(a)-l l(c) of the Income Tax
     Regulations is given, provided that:

          (1) the plan  administrator  clearly informs the participant  that the
          participant  has a  right  to a  period  of at  least  30  days  after
          receiving  the notice to  consider  the  decision of whether or not to
          elect a distribution  (and, if applicable,  a particular  distribution
          option),  and

          (2) the participant,  after receiving the notice, affirmatively elects
          a distribution."

3.   Except as provided herein, the Plan shall remain in full force and effect.

IN WITNESS  WHEREOF,  the Employer has executed this  Amendment  1994-1 on this
3oth day of December, 1994.
                                           INTERNATIONAL ASSETS ADVISORY
                                           CORPORATION

                                           By: /S/ Jerome F. Miceli
 

                                           December 30, 1994
                                                 Date
 A true copy
 ATTEST

<PAGE>









                                EXHIBIT 10.3(d)



<PAGE>


                              AMENDMENT 1995-1 TO
                   INTERNATIONAL ASSETS ADVISORY CORPORATION
                         EMPLOYEE STOCK OWNERSHIP PLAN


     THIS INSTRUMENT made this 21st day of July, 1995 by International Assets
Advisory Corporation (the "Employer").

     WHEREAS, the Employer, has reserved the right, pursuant to Article XIII,
Section 13.02, to amend the International Assets Advisory Corporation Employee
Stock Ownership Plan (the "Plan"); and

     WHEREAS,  pursuant to Article XIII,  Section 13.02, the Employer desires to
amend  the plan  because  of the  shares of the  Employer  have  become  readily
tradeable on an established market.

     NOW,  THEREFORE,  effective as provided herein,  the Employer hereby amends
the Plan as follows:

1.   Article XI,  Section 11.01 "Put option" is hereby amended by adding thereto
     the following sentence at the end of the paragraph:

     "Notwithstanding  the above,  if the Employer  Securities  distributed to a
     participant are readily  tradeable on an established  market, no put option
     is required to be issued to such  Participant  with respect to those
     readily tradeable shares"

2.   Except as provided herein, the plan shall remain in full force and effect.

     IN WITNESS WHEREOF, the Employer has executed this Amendment 1995-1 on this
     21st day of July 1995.


                    INTERNATIONAL ASSETS ADVISORY
                    CORPORATION

                    By:/S/ Jerome F. Miceli

                           July 21, 1995
                              Date



A true copy
ATTEST
<PAGE>













                                  EXHIBIT 23.1


<PAGE>

KPMG Peat Marwick LLP


111 North Orange Avenue, Suite 1600
P.O. Box 3031
Orlando, FL 32802


                         CONSENT OF INDEPENDENT AUDITORS


The Board of Directors
International Assets Holding Corporation
   and  Subsidiaries:


We consent to the incorporation by reference in the Registration  Statement (No.
33-70334-A)  on  Form  S-8  of  International  Assets  Holding  Corporation  and
Subsidiaries of our report dated November 16, 1995 relating to the  consolidated
balance sheet of International Assets Holding Corporation and Subsidiaries as of
September  30,  1995  and  the  related  consolidated  statements of operations,
stockholders'  equity,  and cash  flows  for  each of the  years in the two year
period  ended  September  30,  1995,  which  report  appears  on page F-1 of the
September 30, 1995, annual report on Form 10-K of International  Assets Holding
Corporation and Subsidiaries.

                                         /S/ KPMG Peat Marwick LLP




August 1, 1996
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 106043}]
{"company-data": {"conformed-name": "INTERNATIONAL ASSETS HOLDING CORP", "cik": "0000913760", "assigned-sic": "6211", "irs-number": "592921318", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-10727", "film-number": "96619797"}, "business-address": {"street1": "250 PARK AVENUE SOUTH", "street2": "SUITE 200", "city": "WINTER PARK", "state": "FL", "zip": "32789", "phone": "4076291400"}, "mail-address": {"street1": "250 PARK AVENUE SOUTH", "street2": "SUITE 200", "city": "WINTER PARK", "state": "FL", "zip": "32789"}}
Registration No. 33-_______
 

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                              ____________________

                                    FORM S-8
                             REGISTRATION STATEMENT
                        Under The Securities Act of 1933
                               ___________________

                    INTERNATIONAL ASSETS HOLDING CORPORATION
             (Exact name of registrant as specified in its charter)

          Delaware                                       59-2921318
  (State or other jurisdiction              (I.R.S. Employer Identification No.)
of incorporation or organization)

          250 Park Avenue South, Suite 200, Winter Park, Florida 32789
               (Address of Principal Executive Office) (Zip Code)

                    International Assets Advisory Corporation
                          Employee Stock Ownership Plan

                    International Assets Holding Corporation
                                Stock Option Plan
                            (Full title of the plans)
                               ___________________
Jerome F. Miceli, President
International Assets Holding Corporation
250 Park Avenue South, Suite 200
Winter Park, Florida 32789
(Name and address of agent for service)
(407) 629-1400
(Telephone number, including area code, of agent for service)

Copies of all communications to:
Louis T.M. Conti, Esq.
Holland & Knight
200 South Orange Avenue, Suite 2600
Orlando, Florida 32801

     If any of the securities being registered on this Form are to be offered on
a delayed or continuous  basis  pursuant to Rule 415 under the Securities Act of
1933, check the following box. X

                         CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------------------------------------------------------
                                                               Proposed                Proposed
         Title of each                   Amount                 maximum                 maximum                Amount of
      class of securities                 to be             offering price             aggregate             registration
        to be registered              Registered(1)           per unit(2)          offering price(2)            fee(2)
- --------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value
 $0.01 per share.                    860,714 shares              $4.00               $3,442,856.00             $1,187.19
- --------------------------------------------------------------------------------------------------------------------------------
(1)  Includes  450,645  shares  of Common  Stock  pursuant  to the  Reoffer
          Prospectus filed herewith. Of the 860,714 shares of Common Stock being
          registered hereunder,  500,000 shares of Common Stock are reserved for
          issuance  pursuant to the  International  Assets  Holding  Corporation
          Stock  Option Plan (the  "Stock  Option  Plan") and 360,714  shares of
          Common Stock are held by the International Assets Advisory Corporation
          Employee   Stock   Ownership   Plan  Trust  (the  "ESOP   Trust")  for
          distribution under the International Assets Advisory Corporation
          Employee Stock Ownership Plan (the "ESOP").

     (2)  Estimated   pursuant  to  Rule  457(c)   solely  for  the  purpose  of
          calculating the registration fee. The fee is based upon the average of
          the high and low price for  shares of Common  Stock of the  registrant
          reported on the NASDAQ Stock Market's  Small-Cap  Market on August 19,
          1996.
PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The documents  containing the information  called for in Part I of Form S-8
will be provided to  participants  in the Stock  Option Plan and the ESOP.  Such
information is not being filed with or included in this  Registration  Statement
in accordance  with the rules and  regulations  of the  Securities  and Exchange
Commission (the  "Commission").  As permitted by General  Instruction C for Form
S-8, there is also included as part of Part I of this  Registration  Statement a
Reoffer  Prospectus  relating  to the  reoffer  and resale of 450,645  shares of
Common  Stock of  International  Assets  Holding  Corporation  (the  "Company"),
including  shares  held by  persons  who  may be  considered  affiliates  of the
Company, as defined in Rule 405 under the Securities Act of 1933, as amended.
REOFFER PROSPECTUS

                    INTERNATIONAL ASSETS HOLDING CORPORATION

                         450,645 Shares of Common Stock
                            Par Value $0.01 Per Share

                            ________________________

 
     This Prospectus  relates to 450,645 shares of common stock, par value $0.01
per share ("Common  Stock"),  of  International  Assets Holding  Corporation,  a
Delaware  corporation  (the  "Company"),  which  have  been or will be issued or
distributed  pursuant to the International  Assets Advisory Corporation Employee
Stock  Ownership  Plan  (the  "ESOP")  or  the   International   Assets  Holding
Corporation  Stock  Option Plan (the "Stock  Option  Plan") to, and which may be
reoffered for resale from time to time by, certain  officers and/or directors of
the Company (the "Selling Shareholders").

     The  principal  executive  offices of the  Company  are located at 250 Park
Avenue South,  Suite 200,  Winter Park,  Florida 32789,  telephone  number (407)
629-1400.

     The  securities  offered  hereby  represent a  significant  degree of risk.
Investors  should  carefully  consider  certain  risks and other  considerations
relating to the Common Stock and the Company.  See "Risk Factors"  commencing on
page 4.
                            _________________________

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

                            _________________________

     No  person  has  been  authorized  to give any  information  or to make any
representations, other than those contained herein, in connection with the offer
contained  in this  Prospectus,  and,  if  given or made,  such  information  or
representations  must  not be  relied  upon as  having  been  authorized  by the
Company. This Prospectus does not constitute an offer to sell, or a solicitation
of an offer to buy, the securities  covered by this Prospectus by the Company in
any State in which,  or to any person to whom, it is unlawful for the Company to
make such offer or solicitation. Neither the delivery of this Prospectus nor any
sale hereunder shall, under any circumstances,  create an implication that there
has been no change in the affairs of the  Company  since the date hereof or that
the information  contained or incorporated by reference  herein is correct as of
any time subsequent to its date. This Prospectus should be read and retained for
future reference.
                            _________________________

                 The date of this Prospectus is August 21, 1996.

 

                                       1
AVAILABLE INFORMATION

     The Company is subject to the informational  requirements of the Securities
Exchange Act of 1934 (the "Exchange  Act") and, in accordance  with the Exchange
Act,  files  reports and other  information  with the  Securities  and  Exchange
Commission (the  "Commission").  Copies of reports,  proxy  statements and other
information filed by the Company with the Commission can be inspected and copied
at the public  reference  facilities  maintained by the  Commission at Judiciary
Plaza,  450 Fifth  Street,  N.W.,  Washington,  D.C.  20549 and at the  regional
offices of the Commission at 7 World Trade Center,  New York, New York 10048 and
at Citicorp  Center,  500 West Madison  Street,  Suite 1400,  Chicago,  Illinois
60661-2511.  Copies of such material  also can be obtained at  prescribed  rates
from the Public  Reference  Section of the  Commission at Judiciary  Plaza,  450
Fifth Street,  N.W.,  Washington,  D.C. 20549. The Common Stock is listed on the
NASDAQ SmallCap (trademark)Market (Symbol:IAAC), where reports, proxy statements
and other information concerning the Company can also be inspected.

     The Company has filed with the Commission a Registration  Statement on Form
S-8 (the "Registration  Statement") under the Securities Act of 1933, as amended
(the "Securities  Act"), for the registration of the securities  offered hereby.
In accordance with the rules and regulations of the Commission,  this Prospectus
omits  certain  information  set  forth  or  incorporated  by  reference  in the
Registration Statement.  For further information with respect to the Company and
the securities offered hereby,  reference is made to the Registration  Statement
and to the exhibits and schedules thereto.
 
                                       2
TABLE OF CONTENTS

                                                                            Page

The Company ...............................................................    4

Risk Factors ..............................................................    4

Use of Proceeds ...........................................................    8

Selling Security Holders ..................................................    8

Plan of Distribution ......................................................   10

Incorporation of Certain Information by Reference .........................   10

Disclosure of Commission Position on
  Indemnification for Securities Act Liabilities ..........................   10

 

                                       3
THE COMPANY

     The Company is a holding company which,  through its principal  subsidiary,
International  Assets  Advisory  Corporation  ("IAAC"),  operates a full-service
securities  brokerage  firm  specializing  in global  investing on behalf of its
clients.  IAAC is registered as a securities  broker-dealer under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and is registered as such
in 49 states and the District of Columbia. IAAC is also a member of the National
Association of Securities  Dealers,  Inc.  ("NASD") and the Securities  Investor
Protection Corporation.

     The  Company  was  incorporated  under the laws of the State of Delaware in
October  1987.  The Company's  principal  offices are located at 250 Park Avenue
South,  Suite 200, Winter Park,  Florida 32789 and its telephone  number at such
address is (407) 629-1400.

                                  RISK FACTORS

     The securities offered hereby involve a high degree of risk, including, but
not necessarily  limited to, the risk factors  described below. Each prospective
investor should  carefully  consider the following risk factors  inherent in and
affecting  the  business  of the  Company  and this  offering  before  making an
investment decision.

          1.   OPERATING RESULTS;  FINANCIAL CONDITION. The operating results of
               the Company have reflected  inconsistent  profits and losses. The
               Company's  promotional expenses have increased in connection with
               the Company's proposed expansion efforts.  During the fiscal year
               ended September 30, 1995, the Company had net income of $577,268.
               There  can  be  no  assurance  that  the  Company  will  generate
               sufficient revenues to achieve  profitable  operations in future
               periods

          2.   COMPETITION.  The  securities  brokerage  business  is  intensely
               competitive   and  the  Company   competes  with  numerous  other
               securities firms and financial intermediaries in the solicitation
               of accounts and investors and in performance.  Competition  among
               financial service firms also exists for experienced technical and
               other personnel,  as well as for account executives.  Many of the
               Company's  competitors  have  substantially  greater  capital and
               other  resources  than the  Company  with  which to  compete  for
               accounts and personnel.

          3.   UNIQUE  BUSINESS  RISKS.  The conduct of a  securities  brokerage
               business  may be  subject to  greater  risks than other  business
               activities. The Company, like other securities firms, is directly
               affected by national and  international  economic  and  political
               conditions  and  broad  trends  in  business  and  finance  which
               influence  trading  volume  and the market  value of  securities.
               Reduced  trading  volume and prices  generally  result in reduced
               commission  revenue and may result in losses from declines in the
               market value of securities held in trading positions.  In periods
               of  low  volume,  profitability  is  adversely  affected  because
               certain expenses,  consisting primarily of salaries and benefits,
               computer  hardware and  software  costs and  occupancy  expenses,
               remain relatively fixed.  Other risks include the imposition of a
               standard of care in its dealings with  customers,  which standard
               is sometimes of a fiduciary character, including the obligation
               to determine in a diligent and continuous manner the suitability
               of  the investments it recommends and sells to its  customers  or
               purchases  on  behalf  of its  customers,  the  risk of  customer
               defaults,  the  volatility of the  securities  markets,  employee
               misconduct and errors,  and the  possibility of being involved in
               litigation  and  other  dispute  resolution  procedures  with its
               customers and former customers.

          4.   GLOBAL SECURITIES AND CURRENCIES.  Within its trading department,
               the Company  trades  securities  for its own account and conducts
               market-making  activities  which  involve the  purchase,  sale or
               short sale of securities as a principal.  Investing in securities
               of non-United States companies which are generally denominated in
               foreign currencies, and require utilization of foreign currency

                                        4
exchange,involves certain considerations not typically associated
               with  investing in United States  companies.  Gains or losses can
               result not only from changes in the value of the securities,  but
               also when the underlying foreign currency  strengthens or weakens
               against the U.S.  dollar.  In addition,  less  information may be
               available about foreign  companies than about domestic  companies
               and  international  markets  may be  less  liquid  than  domestic
               markets.  Investment in global  securities may also be subject to
               local economic or political risks,  including instability of some
               foreign governments, the possibility of currency blockage, or the
               imposition of withholding  taxes on dividend or interest payments
               and  the  potential   for   expropriation,   nationalization   or
               confiscatory  taxation and  limitations  on the use or removal of
               funds or other assets.

          5.   NO ASSURANCE OF PUBLIC  MARKET.  There can be no assurance that a
               regular trading market for the securities  offered hereby will be
               sustained.  In the absence of such  market,  an  investor  may be
               unable to liquidate his investment in the Company.

          6.   CONTROL BY MAJOR  STOCKHOLDER.  Upon completion of this offering,
               Diego J.  Veitia,  Chairman  and Chief  Executive  Officer of the
               Company,   will  beneficially  own  approximately  27.5%  of  the
               outstanding  Common  Stock  and,  by  virtue  of  his  beneficial
               ownership  interest in the Company's  shares of Common Stock, may
               be in a position to  significantly  influence the election of the
               Company's  directors and the outcome of other issues submitted to
               the Company's stockholders.

          7.   REGULATION.  The Company and the securities  industry are subject
               to extensive  regulation  at both the federal and state levels by
               various  regulatory  organizations  charged with  protecting  the
               interests of customers of financial  services firms. In addition,
               self-regulatory  organizations,  such as the NASD, require strict
               compliance  with their rules and  regulations.  Failure to comply
               with any of such  laws,  rules or  regulations  could  result  in
               fines,  suspensions  or  expulsion,  which  could have a material
               adverse  effect upon the Company and the value of the  securities
               offered hereby.

          8.   RISKS OF PRINCIPAL  TRANSACTIONS.  Within its trading department,
               the Company  trades  securities  for its own account and conducts
               market-making  activities  which  involve the  purchase,  sale or
               short sale of securities as a principal.  Such activities involve
               the risk of adverse  fluctuations  in the market price and in the
               liquidity of the market for certain  securities,  which can limit
               the Company's ability to sell securities purchased or to purchase
               securities  sold in such  transactions.  In addition,  trading in
               securities not denominated in U.S.  dollars involves the exchange
               of currency to and from U.S.  dollars.  Negative  fluctuations in
               exchange  rates  and  controls  on  the   repatriation   of  U.S.
               investment dollars could affect the profitability of the Company.

          9.   LITIGATION  AND  ARBITRATION.   Many  aspects  of  the  Company's
               business involve substantial risk of liability.  In recent years,
               there  has  been  an  increasing   incidence  of  litigation  and
               arbitration   within   the   securities   industry.   Claims   by
               dissatisfied  customers,  such as claims of unauthorized trading,
               churning of accounts, mismanagement and breach of fiduciary duty,
               are  commonly   made  against   broker-dealers.   A   substantial
               settlement  by, or judgment  against,  the  Company  could have a
               material adverse effect on the Company. Although it is impossible
               to predict the outcome of outstanding litigation,  arbitration or
               dispute  resolution  matter,  in the opinion of  management,  the
               outcome  of  any  current  litigation,   arbitration  or  dispute
               resolution matter will not result in a material adverse effect on
               the financial position of the Company.

          10.  RELIANCE  ON KEY  AND  OTHER  PERSONNEL.  The  Company's  current
               management,  including Diego J. Veitia, its Chairman of the Board
               and Chief Executive Officer,  and Jerome F. Miceli, its President
               and Chief Operating  Officer,  contributes to the development and
               formulation  of strategies  for the Company's  growth.  While the
               Company  has  entered  into  employment  agreements  with each of
               Messrs. Veitia and Miceli, a change in management could adversely
               affect the future operations of the Company. In addition, various
               facets of the Company's
 
                                       5
business   rely  heavily  on  the  services  of  highly   skilled
               individuals.  There can be no assurance  that the Company will be
               successful  in  attracting  or  retaining   personnel   with  the
               requisite skill to make the Company successful. The Company could
               experience personnel changes that could have an adverse effect on
               the  profitability  of  the  Company.  The  Company,  like  other
               securities firms, is subject to the risk that account executives
               may leave its employ and that the Company may lose the  business
               of some or all of the  customers of such account executives.

          11.  NET CAPITAL REQUIREMENTS.  The Securities and Exchange Commission
               ("SEC"),   the  NASD,  certain   exchanges,   and  various  other
               regulatory  agencies  have  adopted  rules  with  respect  to the
               maintenance  of  specific  levels of net  capital  by  securities
               brokers.  The net  capital  rules are  designed  to  measure  the
               financial  liquidity of a  securities  broker and the minimum net
               capital deemed necessary to meet its commitments to customers.  A
               significant  operating loss or an unusually  large charge against
               net capital could adversely  affect the ability of the Company to
               expand or even maintain its present level of business.  The SEC's
               uniform net capital rule (Rule 15c3-1 (the "Rule")) provides that
               a  broker-dealer  doing  business with the public must not permit
               its  aggregate  indebtedness  to exceed 15 times its net  capital
               (the "Primary Method") or, alternatively,  that it not permit its
               net capital to be less than 2% of aggregate  debit items computed
               in accordance with the Rule (the "Alternative  Method"). The Rule
               requires IAAC to maintain  minimum net capital at an amount equal
               to the greater of $100,000,  6-2/3% of aggregate  indebtedness or
               $2,500  for each  security  in which it makes a market  (unless a
               security  in which it makes a market has a market  value of $5 or
               less,  in which event the amount of net capital shall not be less
               than $1,000 for each such security) with a ceiling of $1,000,000

               IAAC is in compliance  with the Rule,  as well as the  applicable
               minimum net capital requirements of the NASD. IAAC has elected to
               compute its net capital  under the Primary  Method.  In computing
               net capital under the Rule,  various  adjustments are made to net
               worth with a view to  excluding  assets not  readily  convertible
               into cash and to  providing  a  conservative  statement  of other
               assets,  such as a firm's position in securities.  To that end, a
               deduction  is made  against  the market  value of  securities  to
               reflect  the   possibility  of  a  market  decline  before  their
               disposition.  For every  dollar that net  capital is reduced,  by
               means of such  deductions  or  otherwise  (for  example,  through
               operating losses or capital distributions), the maximum aggregate
               indebtedness  a firm may  carry is  reduced.  Thus,  net  capital
               rules,  which  are  unique  to the  securities  industry,  impose
               financial  restrictions upon the Company's business that are more
               severe  than  those   imposed  on  other  types  of   businesses.
               Compliance with the net capital rules may limit the operations of
               the  Company  because  they  require  minimum  capital  for  such
               purposes   as   underwriting   securities   distributions,    and
               maintaining the inventory required for trading in securities.

          12.  ECONOMIC  CONDITIONS.  The  securities  business  may be directly
               affected  by  conditions  which  exist  from  time to time in the
               nation's  economy.  The  business  of the  Company  may  also  be
               directly  affected  by the  economy of other  nations,  since the
               Company invests in the global  securities  market.  Adverse price
               movement in the  securities  markets of this and other  countries
               may  adversely  affect  the  operations  of the  Company  and its
               relative  capital  positions  and the  value  of  assets  held or
               managed  by the  Company.  Other  factors  such as rising or high
               levels of interest rates, governmental or regulatory policies and
               activities, and fluctuating  exchange rates may also adversely
               affect the activities and financial condition of the Company.

          13.  LIMITATION  OF MARKET  MAKING.  The  Company is  prohibited  from
               making a market in the securities offered hereby under applicable
               rules of the SEC.

          14.  NON-REGISTRATION  IN CERTAIN  JURISDICTIONS.  The Company has not
               registered or qualified the shares of Common Stock offered hereby
               in any other  jurisdictions.  The  Company has no  obligation  to
               effect  any  such  registration  or  qualification  in any or all
               jurisdictions. If the Company elects to

                                        6
attempt such registration or qualification,  no assurance can be
               given that the Company will be able to effect any required
               registration or qualification.

          15.  SHARES  ELIGIBLE FOR FUTURE SALE. On August 14, 1996, the Company
               had  1,452,787  shares  of  Common  Stock  outstanding.  Of these
               shares,  468,717 shares outstanding were "restricted  securities"
               as that term is defined  in Rule 144 of the  Securities  Act.  In
               addition, outstanding warrants or options, whether sold privately
               or  publicly,  may  affect the  market  price of Common  Stock as
               warrants or options are exercised.  Sales of substantial  amounts
               of Common Stock in the public  market after this  offering  could
               adversely  affect the market  price for Common  Stock and make it
               more difficult for the Company to raise capital in the future.

          16.  AUTHORIZATION  OF  PREFERRED  STOCK.  The Board of  Directors  is
               authorized  to issue  shares  of  preferred  stock and to fix the
               relative voting, dividend,  liquidation,  conversion,  redemption
               and other  rights,  preferences  and  limitations  of such shares
               without  any  further   vote  or  action  of  the   stockholders.
               Accordingly,   the  Board  of  Directors  is  empowered,  without
               stockholder  approval,  to issue  preferred  stock with dividend,
               liquidation,  conversion,  voting  or other  rights  which  could
               adversely  affect the voting power or other rights of the holders
               of the  Company's  Common  Stock.  In the event of issuance,  the
               preferred stock could be utilized,  under certain  circumstances,
               as a method of  discouraging,  delaying or preventing a change in
               control  of the  Company.  Although  the  Company  has no present
               intention to issue any shares of its preferred  stock,  there can
               be no guarantee that the Company will not do so in the future.

               17.  MAINTENANCE  CRITERIA  FOR  NASDAQ  SECURITIES;   DISCLOSURE
               RELATING TO LOW-PRICE  STOCKS.  The NASD,  which  administers the
               NASDAQ SmallCap  (trademark)  Market,  requires that, in order to
               continue to be included on the NASDAQ SmallCap (trademark)Market,
               a company must maintain  $2,000,000  in total assets,  a $100,000
               market value of the public float and  $1,000,000 in total capital
               and surplus. Also, continued inclusion requires two market makers
               and a minimum  bid price of $1.00 per share;  provided,  however,
               that if a company  falls below such  minimum  bid price,  it will
               remain eligible for  continued  inclusion in the NASDAQ  SmallCap
               (trademark)  Market if the market value of the public float is at
               least  $1,000,000  and the Company has  $2,000,000 in capital and
               surplus.  The failure to meet maintenance  criteria in the future
               may result in the Company's  securities not being included on the
               NASDAQ SmallCap  (trademark)  Market. In such event,  trading, if
               any,  in  the  Company's  securities  may  be  conducted  in  the
               non-NASDAQ  over-the-counter market in what are commonly referred
               to as the "pink  sheets." As a result,  an  investor  may find it
               more difficult to dispose of, or to obtain accurate quotations as
               to the market value of, the  Company's  securities.  In addition,
               sale of the Company's  securities would be subject to Rules 15g-6
               and 15g-9  promulgated by the SEC under the  Securities  Exchange
               Act of 1934 that would impose various sales practice requirements
               on  broker-dealers  who sell  securities  governed by the rule to
               persons  other  than  established   customers  and  institutional
               accredited  investors,  if the  Company  fails  to  meet  certain
               criteria set forth in such rule.  Individual accredited investors
               are no longer exempt from such sales practice  requirements.  For
               these  types  of  transactions,  the  broker-dealer  must  make a
               special  suitability  determination  for the  purchaser  and have
               received  the  purchaser's  written  consent to the  transactions
               prior to sale. Consequently,  the rule may have an adverse effect
               on the ability of broker-dealers to sell the Company's securities
               which may affect the ability of  purchasers  in this  offering to
               sell their  securities  in the secondary  market.  

               The SEC also has adopted regulations which define a "penny stock"
               to be an equity  security that has a market price (as defined) of
               less  than  $5.00  per  share,  subject  to  certain  exceptions,
               including  securities  authorized  for  quotation  on the  NASDAQ
               SmallCap (trademark)Market. For any transaction involving a penny
               stock,  unless exempt,  the rules require the delivery,  prior to
               any  transaction  in a  penny  stock,  of a  disclosure  schedule
               prepared  by  the  SEC  relating  to  the  penny  stock   market.
               Disclosure also has to be made about commissions  payable to both
               the broker-
                                        7
dealer  and the  registered  representative,  and  about  current
               quotations for the securities.  Finally,  monthly statements must
               be sent disclosing  recent price  information for the penny stock
               held in the account  and  information  on the  limited  market in
               penny stocks.  If the Company's  securities are delisted from the
               NASDAQ  SmallCap  (trademark)  market  in the  future  or if they
               should  otherwise  fall within the SEC's  definition  of a "penny
               stock," the trading market for the Company's  securities could be
               materially adversely affected.

          18.  CONFLICTS  OF  INTEREST.  The Company and Veitia and  Associates,
               Inc.,  an  investment  management  firm wholly  owned by Diego J.
               Veitia,  the Company's  Chairman of the Board and Chief Executive
               Officer,  share certain  resources and  investment  research.  In
               addition,  Veitia and Associates,  Inc. directs certain trades by
               All Seasons Global Fund, Inc., a publicly held closed-end  mutual
               fund managed by Veitia and  Associates,  Inc.,  to the  Company's
               trading  department.  Officers  and  directors of the Company are
               also  officers and directors of Veitia and  Associates,  Inc. and
               America's All Season Fund.  These  relationships  could result in
               conflicts  of  interest,   including   conflicts   regarding  the
               negotiation and interpretation of agreements.  The Company has no
               plans or  arrangements,  including  the hiring of an  independent
               third party,  for the resolution of disputes  between the Company
               and its  affiliates,  if they arise.  The Board of Directors  has
               adopted a policy regarding  transactions  between the Company and
               any affiliate,  including loan  transactions,  requiring that all
               such  transactions  be  approved  by a  majority  of the Board of
               Directors and a majority of the  disinterested  outside directors
               and  that  all  such  transactions  be for a bona  fide  business
               purpose and be entered into on terms at least as favorable to the
               Company as could be obtained from unaffiliated  independent third
               parties.

                                 USE OF PROCEEDS

          The  net   proceeds   from  the  Common  Stock  sold  by  the  Selling
     Shareholders  will  inure  entirely  to their  benefit  and not that of the
     Company.

                            SELLING SECURITY HOLDERS

          The  table  set  forth  below  sets  forth,  as of the  date  of  this
     Prospectus,  or a subsequent date if amended or supplemented,  (a) the name
     of each Selling  Shareholder and its relationship to the Company during the
     last three  years,  (b) the number of shares of Common  Stock each  Selling
     Shareholder  beneficially  owned prior to this offering,  (c) the number of
     shares of Common Stock offered  pursuant to this Prospectus by each Selling
     Shareholder  and (d) the amount and the percentage of the Company's  Common
     Stock that will be owned by each Selling  Shareholder  after  completion of
     this  offering.   The  information  set  forth  below  may  be  amended  or
     supplemented  from  time to  time.  There is no  assurance  that any of the
     Selling  Shareholders  will sell any or all of the  shares of Common  Stock
     offered by them hereunder.

                                        8
================================================================================================================================
                                                                                              Shares of Common
                                         Shares of                                            Stock Beneficially
                                         Common Stock                                         Owned upon
                                         Beneficially              Shares of Common           Completion of Offering
Name and Position                        Owned as of               Stock Offered
of Selling Shareholder                   July 2, 19961             Hereby                     Number        Percent
- --------------------------------------------------------------------------------------------------------------------------------
Diego J. Veitia, Director,
Chairman of the Board and
Chief Executive Officer                    557,039 (2)               156,730                  400,309        27.5%
- --------------------------------------------------------------------------------------------------------------------------------
Jerome F. Miceli, Director,
President and Chief Operating
Officer                                    198,724 (3)               126,128                   72,596         4.9%
- --------------------------------------------------------------------------------------------------------------------------------
Stephen A. Saker, Director,
Vice President and Secretary               112,787 (4)               112,787                     0             0
- --------------------------------------------------------------------------------------------------------------------------------
Donald A. Halliday, Director                30,100 (5)                27,500                    2,600          *
- --------------------------------------------------------------------------------------------------------------------------------
Elmer L. Jacobs, Director                   38,000 (6)                27,500                   10,500          *
================================================================================================================================
*        Less than one percent (1%)

- --------

          1    Includes,  for the  purposes  of this table and this  Prospectus,
               shares of Common  Stock  issuable  upon the  exercise  of options
               under the Stock Option Plan which are not currently exercisable.

          2    Includes  400,309  shares  of Common  Stock  held by the Diego J.
               Veitia  Family  Trust (the "Family  Trust") as Mr.  Veitia is the
               settlor, sole trustee and primary beneficiary of the Family Trust
               and, as such,  may be deemed the  beneficial  owner of the shares
               held by the Family Trust under the rules and  regulations  of the
               Commission.  Also  includes  46,730  shares of Common Stock to be
               distributed  pursuant  to the ESOP and  110,000  shares of Common
               Stock  issuable  upon the  exercise of an option  under the Stock
               Option Plan.

          3    Includes 16,128 shares of Common Stock to be distributed pursuant
               to the ESOP and 110,000  shares of Common Stock issuable upon the
               exercise of an option under the Stock Option Plan.  Also includes
               4,519 shares of Common Stock  subject to a presently  exercisable
               option from the Family Trust.

          4    Includes 47,787 shares of Common Stock to be distributed pursuant
               to the ESOP and 65,000  shares of Common Stock  issuable upon the
               exercise of an option under the Stock Option Plan.

          5    Includes 27,500 shares of Common Stock issuable upon the exercise
               of an option under the Stock Option Plan.

          6    Includes 27,500 shares of Common Stock issuable upon the exercise
               of an option under the Stock Option Plan.

                                        9
PLAN OF DISTRIBUTION

          The Common Stock will be offered and sold by the Selling  Shareholders
     for their own accounts.  The Company will not receive any proceeds from the
     sale of the Common Stock pursuant to this Prospectus.

     The Selling Shareholders may choose to sell the Common Stock offered hereby
     at any time in the  future.  The  distribution  of the Common  Stock by the
     Selling  Shareholders  is not subject to any  underwriting  agreement.  The
     Selling  Shareholders  may sell the Common Stock covered by the  Prospectus
     through the NASDAQ SmallCap  (trademark)  Market,  at prices and terms then
     prevailing,  through customary brokerage channels,  in privately negotiated
     transactions or otherwise,  either through  broker-dealers acting as agents
     or brokers for the seller,  or through  broker- dealers acting as agents or
     principals,  who may then  resell  the  Common  Stock  through  the  NASDAQ
     SmallCap (trademark) Market, at private sale or otherwise, at market prices
     prevailing at the time of sale, at prices related to such prevailing market
     prices  or  at  negotiated   prices.   Such   broker-dealers   may  receive
     compensation  in  the  form  of  underwriting  discounts,  concessions,  or
     commissions  from the Selling  Shareholders  and/or the  purchasers  of the
     Common Stock for whom they may act as agent,  which  compensation may be in
     excess  of  customary   commissions.   The  Selling  Shareholders  and  any
     broker-dealers that participate with the Selling Shareholders in the resale
     of the Common Stock  positioned by them might be deemed to be  underwriting
     discounts  and   commissions   under  the   Securities   Act.  The  Selling
     Shareholders will pay any transaction costs associated with
     effecting  any sales  that may  occur.  The  Selling  Shareholders  are not
     restricted  as to the price or prices at which they may sell  their  Common
     Stock.  Sales of such Common Stock at less than the market  prices  thereof
     may depress the market price of the Common Stock.

                INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

          The  following  documents  previously  filed by the  Company  with the
     Commission, and all documents subsequently filed by it pursuant to Sections
     13(a),  13(c), 14 and 15(d) of the Exchange Act prior to the termination of
     this offering, are incorporated by reference into this Prospectus:

         (1)        The  Company's  annual  report of Form 10-KSB for the fiscal
                    year ended September 30, 1995;

         (2)        All other reports filed by the Company  pursuant to Sections
                    13(a) or 15(d) of the Exchange Act since September 30, 1995;
                    and

         (3)        The  description of the Company's  Common Stock contained in
                    the  Company's  Registration  Statement on Form SB-2,  filed
                    October 13, 1993, File No.  33-70334-A,  and as amendment by
                    amendments  filed  December 15, 1993,  February 2, 1994, and
                    April 18, 1994.

          The Company will provide  without charge to each person to whom a copy
     of this  Prospectus  is  delivered,  upon  written or oral  request of such
     person, a copy of any and all of the information that has been incorporated
     by reference in this Prospectus (not including  exhibits to the information
     that is  incorporated  by reference  unless such  exhibits  are  themselves
     specifically  incorporated  by  reference).  Any such  requests  should  be
     directed to:  International  Assets  Holding  Corporation,  250 Park Avenue
     South,  Winter  Park,  Florida  32789,   Attention:   Compliance  Director,
     telephone number (407) 629-1400.

                                       10
DISCLOSURE OF COMMISSION POSITION ON
                 INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

          The Company's  Certificate of  Incorporation,  as amended,  includes a
     provision  eliminating  the monetary  liability of directors to the fullest
     extent  possible  under Delaware law.  Article VII of the Company's  Bylaws
     provides that the Company shall indemnify its directors and officers if the
     party to be  indemnified  acted in good faith and in a manner  such  person
     reasonably  believed to be in, or not opposed to, the best  interest of the
     Corporation.  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 foregoing provisions,  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.

                                       11
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 
ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE

          The  following  documents  previously  filed by the  Company  with the
     Commission and all documents  subsequently filed by it pursuant to Sections
     13(a),  13(c),  14 and 15(d) of the  Securities  Exchange  Act of 1934 (the
     "Exchange Act") are incorporated by reference:

               (1)  The  Company's  Annual  Report on Form 10-KSB for the fiscal
                    year ended September 30, 1995;

               (2)  All other reports filed by the Company  pursuant to Sections
                    13(a) or 15(d) of the Exchange Act since September 30, 1995;
                    and
               (3)  The  description of the Company's  Common Stock contained in
                    the  Company's  Registration  Statement on Form SB-2,  filed
                    October 13,  1993,  File No.  33-70334-A,  and as amended by
                    amendments  filed  December 15, 1993,  February 2, 1994, and
                    April 18, 1994.

ITEM 4.   DESCRIPTION OF SECURITIES

         Not applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not applicable.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS

          The Company's  Certificate of  Incorporation,  as amended,  includes a
     provision  eliminating  the monetary  liability of directors to the fullest
     extent  possible under  Delaware law.  Subsection (a) of Section 145 of the
     General  Corporation Law of the State of Delaware  permits a corporation to
     indemnify  any person who was or is a party or is  threatened  to be made a
     party to any threatened,  pending or completed action,  suit or proceeding,
     whether civil,  criminal,  administrative  or investigative  (other than an
     action  by or in the right of the  corporation)  by reason of the fact that
     such  person  is or was a  director,  officer,  employee  or  agent  of the
     corporation,  or is or was serving at the request of the  corporation  as a
     director,  officer, employee or agent of another corporation,  partnership,
     joint  venture,  trust or other  enterprise,  against  expenses  (including
     attorneys' fees), judgments,  fines and amounts paid in settlement actually
     and reasonably incurred by such person in connection with such action, suit
     or  proceeding  if such  person  acted in good  faith and in a manner  such
     person reasonably believed to be in or not opposed to the best interests of
     the corporation,  and, with respect to any criminal action or a proceeding,
     had no reasonable cause to believe such conduct was unlawful.

          Subsection  (b) of Section 145 permits a corporation  to indemnify any
     person  who was or is a party  or is  threatened  to be made a party to any
     threatened,  pending or completed  action or suit by or in the right of the
     corporation  to procure a judgment  in its favor by reason of the fact that
     such  person  acted  in any of the  capacities  set  forth  above,  against
     expenses  (including  attorneys' fees) actually and reasonably  incurred by
     such person in connection  with the defense or settlement of such action or
     suit if such person acted in good faith and in a manner

                                      II-1
such person reasonably believed to be in or not opposed to the best interests of
the corporation,  except that no  indemnification  may be made in respect of any
claim,  issue or matter as to which such person  shall have been  adjudged to be
liable  to the  corporation  unless  and only to the  extent  that the  Court of
Chancery or the court in which such action or suit was brought  shall  determine
upon application that,  despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably  entitled to
indemnity  for such  expenses  which the Court of  Chancery  or such other court
shall deem proper.

          Section 145 further  provides that to the extent a director or officer
     of a corporation  has been successful on the merits or otherwise in defense
     of any action, suit or proceeding referred to in subsections (a) and (b) of
     Section 145, or in the defense of any claim, issue or matter therein,  such
     person shall be indemnified  against expenses  (including  attorneys' fees)
     actually and  reasonably  incurred by such person in connection  therewith,
     and that  indemnification  provided  for by Section 145 shall not be deemed
     exclusive  of any  other  rights  to which  the  indemnified  party  may be
     entitled.

         Article VII of the Company's Bylaws includes the following provisions:

          Section 1. The Corporation  shall indemnify any person who was or is a
     party or is  threatened  to be made a party to any  threatened,  pending or
     completed   action,   suit  or   proceeding,   whether   civil,   criminal,
     administrative or investigative (other than an action by or in the right of
     the  Corporation)  by reason of the fact  that he is or was a  director  or
     officer of the  Corporation,  or is or was  serving  at the  request of the
     Corporation as a director or officer of another  corporation,  partnership,
     joint  venture,  trust or other  enterprise,  against  expenses,  including
     attorneys' fees,  judgments,  fines and amounts paid in settlement actually
     and  reasonably  incurred by him in  connection  with such action,  suit or
     proceeding if he acted in good faith and in a manner he reasonably believed
     to be in, or not opposed to, the best  interests  of the  Corporation  and,
     with respect to any criminal action or proceeding,  had no reasonable cause
     to believe his conduct was unlawful. The termination of any action, suit or
     proceeding by judgment,  order, settlement,  conviction,  or upon a plea of
     nolo  contendere  or  its  equivalent  shall  not,  of  itself,   create  a
     presumption  that the  person,  did not act in good  faith  and in a manner
     which  he  reasonably  believed  to be in,  or not  opposed  to,  the  best
     interests of the  Corporation  and, with respect to any criminal  action or
     proceeding, had reasonable cause to believe that his conduct was unlawful.

          Section 2. The Corporation  shall indemnify any person who was or is a
     party to or is threatened to be made a party to any threatened,  pending or
     completed action or suit by or in the right of the Corporation to procure a
     judgment in its favor by reason of the fact that he is or was a director or
     officer of the  Corporation,  or is or was  serving  at the  request of the
     Corporation as a director or officer of another  corporation,  partnership,
     joint  venture,  trust  or  other  enterprise  against  expense,  including
     attorneys' fees actually and reasonably  incurred by him in connection with
     the defense or  settlement of such action or suit if he acted in good faith
     and in a manner he  reasonably  believed  to be in, or not  opposed to, the
     best interests of the Corporation. No such indemnification against expenses
     shall be made,  however,  in respect  of any  claim,  issue or matter as to
     which such person shall have been  adjudged to be liable for  negligence or
     misconduct to the extent that the Court of Chancery in which such action or
     suit  was  brought  shall  determine  upon  application  that  despite  the
     adjudication  of  liability,  but in view of all the  circumstances  of the
     case,  such person is fairly and reasonably  entitled to indemnity for such
     expenses which the Court of Chancery or such other court shall deem proper.

          Section 3.  Indemnification  under  Sections  1 and 2 of this  Article
     shall  be  made  by  the  Corporation  when  ordered  by a  court  or  upon
     determination that  indemnification of the director or officer is proper in
     the circumstances because he has met the applicable standard of conduct set
     forth in those Sections.  Such determination shall be made (a) by the board
     of directors who were not parties to such action,  suit, or proceeding,  or
     (b) if such quorum is not obtainable  or, even if  obtainable,  a quorum of
     disinterested  directors  so directs,  by  independent  legal  counsel in a
     written opinion, or (c) by the stockholders.

                                      II-2
Section 4. Expenses  incurred in defending a civil or criminal action,
     suit or  proceeding  of the  kind  described  in  Sections  1 and 2 of this
     Article  shall  be  paid  by  the  Corporation  in  advance  of  the  final
     disposition  of  such  action,  suit  or  proceeding  upon  receipt  of  an
     undertaking,  by or on  behalf  of  the  person  who  may  be  entitled  to
     indemnification  under those Sections, to repay such amount unless it shall
     ultimately  be  determined  that he is  entitled to be  indemnified  by the
     Corporation.

          Section 5. The indemnification provided in this Article shall continue
     as to a  person  who  has  ceased  to  be a  director  or  officer  of  the
     Corporation  and shall  inure to the  benefit of the heirs,  executors  and
     administrators of such a person.

          Section 6. Nothing herein contained shall be construed as limiting the
     power  or  obligation  of  the  Corporation  to  indemnify  any  person  in
     accordance with the Delaware Corporation Law, as amended from time to time,
     or in accordance with any similar law adopted in lieu thereof.

          Section 7. The  Corporation  shall also  indemnify any person  against
     expenses,  including  attorneys' fees,  actually and reasonably incurred by
     him in enforcing any right to indemnification under this Article, under the
     Delaware  Corporation  Law,  as  amended  from  time to time,  or under any
     similar law adopted in lieu thereof.

          Section 8. Any person who shall serve as a director, officer, employee
     or agent of the  corporation  or who shall  serve,  at the  request  of the
     corporation,   as  a  director,  officer,  employee  or  agent  of  another
     corporation,  partnership,  joint venture, trust or other enterprise, shall
     be deemed to do so with  knowledge  or and in  reliance  upon the rights of
     indemnification  provided in this Article, in the Delaware Corporation Law,
     as amended  from time to time,  or under any  similar  law  adopted in lieu
     thereof.

          Section 9. Nothing  contained  herein shall be construed as protecting
     any  director,   officer,  employee  or  agent  against  liability  to  the
     Corporation  or to its  shareholders  contrary to the provisions of Section
     17(h) of the Investment Company Act of 1940.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.   EXHIBITS.

          In lieu of an  opinion  of  counsel  concerning  compliance  with  the
     requirements of ERISA or an Internal Revenue Service ("IRS")  determination
     letter that the ESOP is qualified under Section 401 of the Internal Revenue
     Code, the undersigned  registrant  hereby undertakes to submit the ESOP and
     all  amendments  thereto  to the IRS in a timely  manner  and will make all
     changes required by the IRS in order to qualify the ESOP.

           5.1      Opinion  of  Holland  &  Knight  as to the  legality  of the
                    securities being registered hereunder.

          10.2      International   Assets  Holding   Corporation  Stock  Option
                    Plan.*******

          10.2(a)   Amendment to  International  Assets  Holding  Corporation
                    Stock Option Plan dated December 28, 1995.
- --------
          *******  Filed with Company's Registration Statement on Form SB-2,
                   dated October 13, 1993, File No.33-70334-A, as amended.

                                      II-3
10.3      International  Assets  Advisory  Corporation  Employee Stock
                    Ownership   Plan   and   Trust   Agreement   (formerly   the
                    International    Assets   Advisory    Corporation   Employee
                    Investment  Plan  effective  October 1, 1989) as amended and
                    restated on December 30, 1992.*

          10.3(a)   First   Amendment  to   International   Assets  Advisory
                    Corporation  Employee Stock Ownership Plan dated November 4,
                    1993.

          10.3(b)   Amendment  1994-1  to   International   Assets  Advisory
                    Corporation  Employee  Stock  Ownership  Plan dated July 19,
                    1994.

          10.3(c)   Amendment  1994-1  to   International   Assets  Advisory
                    Corporation Employee Stock Ownership Plan dated December 30,
                    1994

          10.3(d)   Amendment  1995-1  to   International   Assets  Advisory
                    Corporation  Employee  Stock  Ownership Plan dated July 21,
                    1995.

          23.1      Consent of KPMG Peat Marwick LLP.

          23.2      Consent  of  Holland  & Knight  (contained  in  Exhibit 5.1
                    hereto).

          24.1      Power(s) of Attorney (included on the signature page to this
                    Registration Statement).

ITEM 9.             UNDERTAKINGS.

          (a)       The undersigned registrant hereby undertakes:

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

                    (i)  To include any prospectus  required by section 10(a)(3)
                         of the Securities Act;

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

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

                  provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not  apply  if the  registration  statement  is on Form  S-3 or Form S-8 and the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs is contained in periodic reports filed by the registrant  pursuant to
section  13 or  section  15(d) of the  Exchange  Act that  are  incorporated  by
reference in the registration statement.

          (2) 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.

          (3) 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.
                                      II-4
(b) The undersigned registrant hereby undertakes that, for purposes of
     determining  any  liability  under the  Securities  Act, each filing of the
     registrant's  annual  report  pursuant to section 13(a) or section 15(d) of
     the Exchange Act (and, where applicable, each filing of an employee benefit
     plan's annual report pursuant to section 15(d) of the Exchange Act) that is
     incorporated by reference in the registration  statement shall be deemed to
     be a new registration  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 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  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.

                                   SIGNATURES

          Pursuant  to the  requirements  of the  Securities  Act of  1933,  the
     registrant  certifies  that it has  reasonable  grounds to believe  that it
     meets all of the  requirements  for filing on Form S-8 and has duly  caused
     this Registration  Statement to be signed on its behalf by the undersigned,
     thereunto duly authorized, in the City of Winter Park, State of Florida, on
     this 21st day of August, 1996.

                                                    INTERNATIONAL ASSETS HOLDING
                                                    CORPORATION

                                                    By:/S/ Jerome F. Miceli
                                                    Jerome F. Miceli, President
                                                    and Chief Operating Officer

                                POWER OF ATTORNEY

          Each person  whose  signature  appears  below hereby  constitutes  and
     appoints  Jerome F.  Miceli as his or her true and lawful  attorney-in-fact
     and agent, with full power of substitution and  resubstitution,  for him or
     her and in his or her name, place and stead, in any and all capacities,  to
     sign any and all amendments (including  post-effective  amendments) to this
     Form S-8 Registration Statement of International Assets Holding Corporation
     and to file the same,  with all exhibits  thereto,  and other  documents in
     connection  therewith,  with the  Securities and Exchange  Commission,  and
     hereby grants to such  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,  as fully to all intents and  purposes as he or she might or could
     do  in   person,   hereby   ratifying   and   confirming   all  that   said
     attorney-in-fact and agent or his substitute may lawfully do or cause to be
     done by virtue hereof.

                                      II-5
Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.
Signature                                      Title                                Date

Diego J. Veitia                            Chief Executive Officer and          August 21, 1996
                                           Chairman of the Board

Jerome F. Miceli                           President, Chief Operating           August 21, 1996
                                           Officer (Principal Executive
                                           Officer), Treasurer and Director

Stephen A. Saker                           Vice President, Secretary            August 21, 1996
                                           and Director

Donald A. Halliday                         Director                             August 21, 1996

Elmer L. Jacobs                            Director                             August 21, 1996

 Jonathan C. Hinz                          Vice President and Controller        August 21, 1996
                                          (Person Performing Similar Functions
                                           of Principal Financial Officer
II-6
INDEX TO EXHIBITS

                         EXHIBIT NUMBER AND DESCRIPTION

5.1       Opinion of Holland & Knight as to the legality of the securities being
          registered hereunder.

10.2      International Assets Holding Corporation Stock Option Plan.*

10.2(a)   Amendment to International  Assets Holding Corporation Stock Option
          Plan dated December 28, 1995.

10.3      International  Assets  Advisory  Corporation  Employee Stock Ownership
          Plan and Trust Agreement  (formerly the International  Assets Advisory
          Corporation  Employee  Investment  Plan effective  October 1, 1989) as
          amended and restated on December 30, 1992.*

10.3(a)   First  Amendment  to  International  Assets  Advisory  Corporation
          Employee Stock Ownership Plan and Trust Agreement dated November 4,
          1993.

10.3(b)   Amendment  1994-1 to  International  Assets  Advisory  Corporation
          Employee Stock Ownership Plan dated July 19, 1994.

10.3(c)   Amendment  1994-1 to  International  Assets  Advisory  Corporation
          Employee Stock Ownership Plan dated December 30, 1994.

10.3(d)   Amendment  1995-1 to  International  Assets  Advisory  Corporation
          Employee Stock Ownership Plan dated July 21, 1995.

23.1      Consent of KPMG Peat Marwick LLP.

23.2      Consent of Holland & Knight (contained in Exhibit 5.1 hereto).

24.1      Power(s)  of  Attorney   (included  on  the  signature  page  to  this
          Registration Statement).

- --------
     * Filed with Company's  Registration  Statement on Form SB-2,  dated
October 13, 1993, File No. 33-70334-A, as amended.
EXHIBIT 5.1
August 21, 1996

International Assets Holding Corporation
250 Park Avenue South, Suite 200
Winter Park, Florida 32789

Ladies and Gentlemen:

     We refer to the  registration  statement of  International  Assets  Holding
Corporation,   a  Delaware   corporation   (the  "Company")  on  Form  S-8  (the
"Registration Statement"), which is to be filed with the Securities and Exchange
Commission (the "Commission")  concurrently herewith,  covering the registration
under the Securities Act of 1933, as amended (the "Securities  Act"), of 860,714
shares of the Company's  Common Stock, par value $0.01 per share (the "Shares"),
pursuant  to  the  International  Assets  Advisory  Corporation  Employee  Stock
Ownership Plan (the "ESOP") and the  International  Assets  Holding  Corporation
Stock Option Plan (the "Stock Option Plan").  The Shares have been issued by the
Company  and  will  be  distributed  pursuant  to the  ESOP  (the  Shares  to be
distributed  thereunder  the "ESOP  Shares")  or are to be issued by the Company
upon the exercise of certain stock options ("Options") granted and to be granted
to certain  employees or  directors of the Company  pursuant to the Stock Option
Plan (the Shares to be issued thereunder the "Option  Shares").  This opinion is
being delivered pursuant to the requirements of Item 601(b)(5) of Regulation S-B
promulgated by the Commission under the Securities Act.

     This opinion  letter is governed by, and shall be interpreted in accordance
with, the Legal Opinion Accord (the "Accord") of the ABA Section of Business Law
(1991).  As a  consequence,  it  is  subject  to  a  number  of  qualifications,
exceptions,  definitions,  limitations on coverage and other limitations, all as
more  particularly  described in the Accord,  and this opinion  letter should be
read in conjunction therewith.

     As counsel for the Company,  we have examined the  Registration  Statement,
and we are familiar with the proceedings taken by the Company relating to it. We
also have examined the Articles of  Incorporation  and the Bylaws of the Company
and such Company records, certificates and other documents as we have considered
necessary or appropriate for the purposes of this opinion. In addition,  we have
made such investigations and have examined such certificates of public officials
and  officers of the Company and such other  documents  and records as we deemed
necessary for purposes of this opinion.
International Assets Holding Corporation
August 21, 1996
Page 2
________________________

     In our  examination,  we have assumed the  genuineness of all signatures on
all documents  submitted to us as originals,  the  authenticity of all documents
submitted to us as originals or certified,  photostatic or facsimile copies, and
the conformity to the originals of all documents  submitted to us as copies.  We
also have relied upon the accuracy of the aforementioned  certificates of public
officials  and, as to matters of fact, of officers of the Company.  We have also
relied on  Company  records  and have  assumed  the  accuracy  and  completeness
thereof.

     Based upon the foregoing, it is our opinion that the Option Shares are duly
authorized  and, upon issuance in connection with the exercise of the Options in
accordance  with the terms of the  Stock  Option  Plan  against  payment  of the
exercise  price  therefor (as  applicable),  will be,  assuming no change in the
applicable   law  or   pertinent   facts,   validly   issued,   fully  paid  and
non-assessable.
     We hereby consent to the use of our name in the  Registration  Statement as
counsel who will pass upon the legality of the Option Shares for the Company and
as having  prepared this  opinion,  and to the use of this opinion as an exhibit
(Exhibit 5.1) to the Registration Statement.

     In giving this  consent,  we do not  thereby  admit that we come within the
category of persons whose consent is required  under Section 7 of the Securities
Act of 1933, as amended,  or the rules and  regulations  of the  Securities  and
Exchange Commission promulgated thereunder.
                                                     Very truly yours,

                                                     HOLLAND & KNIGHT
                                                     /S/ HOLLAND & KNIGHT
EXHIBIT 10.2(a)
UNANIMOUS CONSENT OF DIRECTORS
                           IN LIEU OF SPECIAL MEETING
                   OF INTERNATIONAL ASSETS HOLDING CORPORATION

     THE UNDERSIGNED, being all of the directors of International Assets Holding
Corporation, a Delaware  corporation (the  "Company"),  do hereby consent to and
adopt the  following  resolutions pursuant  to  Section  141(f)  of the  General
Corporation Law of the State of Delaware, and hereby direct that this Consent be
filed  with the  minutes of the  proceedings  of the Board of  Directors  of the
Company:

                                  RESOLUTIONS

     WHEREAS,  the  International  Assets Holding  Corporation Stock Option Plan
(the  "Plan")  was  adopted to  further  the  interest  of the  Company  and its
shareholders  by  providing  incentives  in the form of stock  option  grants to
executives,  consultants,  key  employees  and  directors  of  the  Company  who
contribute materially to the success of the Company; and

     WHEREAS, the Board has determined it is in the best interest of the Company
to  increase  the  maximum  aggregate  number of shares  that may be  subject to
options under the Plan from 250,000 to 500,000; and

     WHEREAS,  pursuant to Sections  3(a) and 18(a) of the plan any amendment to
the plan which  increases the aggregate  number of shares that may be subject to
options   granted  under  the  Plan  requires  the  approval  of  the  Company's
shareholders; it is therefore

     RESOLVED,  that the  following  amendment  to the Plan is  approved  by the
directors of the Company  effective as of the date hereof and shall be submitted
to  the  shareholders  of  the  Company  at  the  next  annual  meeting  of  the
shareholders:

        Section 3(a) shall be amended in its entirety to read as follows:

          "(a)TOTAL NUMBER OF SHARES.  The total number of shares of
          Stock which may be issued by the Company to all Optionees
          under the plan is 500,000 shares.  The total number of shares
          of Stock which may be so issued may be increased only by a
          resolution adopted by the Board of Directors and approved by
          the shareholders of the Company."
FURTHER  RESOLVED,  that  pursuant to the actions taken by the Board at its
May 12, 1995 meeting, Incentive Stock Options are hereby granted effective as of
the  date  hereof,  subject  to  approval  of the  amendment  to the Plan by the
shareholders, to certain directors and officers of the company as follows:

               Diego Veitia        110,000 shares
               Jerome Miceli        70,000 shares
               Stephen Saker        35,000 shares
               Donald Halliday      17,500 shares
               Elmer Jacobs         17,500 shares

     FURTHER  RESOLVED,  that in the  event  the  Amendment  to the  Plan is not
approved by the shareholders, the above-referenced Incentive Stock Options shall
be cancelled: and

     FURTHER RESOLVED,  that the officers of the Company are hereby directed and
empowered  to  take  all  necessary  actions  to  submit  the  Amendment  to the
shareholders for approval.

     This Written Consent is dated as of the 28th day of December, 1995

                                   By:  /S/ Diego J. Veitia
                                        Diego J. Veitia, Director

                                   By:  /S/ Jerome F. Miceli
                                        Jerome F. Miceli, Director

                                   By:  /S/ Stephen A. Saker
                                        Stephen A. Saker, Director

                                   By:  /S/ Donald A. Halliday
                                        Donald A. Halliday, Director
By:  /S/ Elmer L. Jacobs
                                        Elmer L. Jacobs, Director

     This Written  Consent may be executed in counterpart originals all of which
original counterparts,  taken  together,  will  have the same  effect  as if all
signatures were contained in a single copy of this Written Consent.
EXHIBIT 10.3(a)
FIRST AMENDMENT TO INTERNATIONAL ASSETS ADVISORY CORPORATION
                EMPLOYEE STOCK OWNERSHIP PLAN AND TRUST AGREEMENT

     THIS  AMENDMENT  is made this 4 day of  November,  1993,  by  International
Assets Advisory Corporation,  a Florida corporation,  hereinafter referred to as
the "Corporation."

     WHEREAS,   the  Corporation  adopted  the  International   Assets  Advisory
Corporation  Employee Stock  Ownership Plan and Trust  Agreement (the "Plan") on
December 30, 1992; and

     WHEREAS,  the Corporation desires to amend certain provisions of said Plan;
and

     WHEREAS,  under the provisions of said Plan, the  Corporation  reserves the
right to amend the same at any time.

     NOW, THEREFORE,  this First Amendment to the International  Assets Advisory
Corporation Employee Stock Ownership Plan and Trust Agreement.

     1. Article VI,  Section 6.03, is hereby amended by adding the following new
subsection 6.03(D) immediately following subsection 6.03(C):

(D) MODEL AMENDMENT - Direct Rollover of Eligible Rollover Distributions.

     (1) EFFECTIVE DATE. This Section applies to distributions  made on or after
January 1, 1993.  Notwithstanding any provision of the Plan to the contrary that
would otherwise limit a distributee election under this Article, a distributee
may elect, at the time and in the manner  prescribed by the plan  administrator,
to have  any  portion  of an  eligible rollover distribution paid directly to an
eligible retirement plan specified by the distributee in a direct rollover.

     (2) DEFINITIONS.

     (2.1) Eligible rollover distribution:  An eligible rollover distribution is
any  distribution  of all or any  portion  of the  balance  to the credit of the
distributee, except that an eligible rollover distribution does not include: any
distribution  that is one of a series of substantially  equal periodic  payments
(not less  frequently  than annually) made for the life (or life  expectancy) of
the  distributee  or  the  joint  lives  (or  joint  life  expectancies)  of the
distributee and the  distributee's  designated  beneficiary,  or for a specified
period of ten years or more; any distribution to the extent such distribution is
required  under  section   401(a)(9)  of  the  Code;  and  the  portion  of  any
distribution that is not includible in gross income  (determined  without regard
to the

 

                                       1
exclusion  for net  unrealized  appreciation  with respect to employer
securities).

     (2.2)  Eligible   retirement  plan:  An  eligible  retirement  plan  is  an
individual  retirement  account  described  in  section  408(a) of the Code,  an
individual  retirement  annuity  described  in  section  408(b) of the Code,  an
annuity  plan  described  in section  403(a) of the Code,  or a qualified  trust
described in section 401(a) of the Code, that accepts the distributee's eligible
rollover distribution. However, in the case of an eligible rollover distribution
to the surviving spouse, an eligible retirement plan is an individual retirement
account or individual retirement annuity.

     (2.3) Distributee:  A distributee  includes an employee or former employee.
In  addition,  the  employee's  or former  employee's  surviving  spouse and the
employee's  or former  employee's  spouse or former  spouse who is the alternate
payee under a qualified  domestic  relations order, as defined in section 414(p)
of the Code,  are  distributees  with  regard to the  interest  of the spouse or
former spouse.

     (2.4) Direct  rollover:  A direct  rollover is a payment by the plan to the
eligible retirement plan specified by the distributee.

     2. Article X, Section 10.03[B](6) is hereby amended to read as follows:

     (6) The Trustee must add and maintain all assets acquired with the proceeds
of an Exempt Loan in a suspense Account. In withdrawing assets from the suspense
Account,    the    Trustee    will    apply    the    provisions    of    Treas.
(Sections)Reg.54.4975-7(b)(8)  and  (15) as if all  securities  in the  suspense
Account  were  encumbered.  Upon the  payment of any  portion  of the loan,  the
Trustee  will  effect  the  release  of  assets  in the  suspense  Account  from
encumbrances.  For each Plan Year during the  duration of the Exempt  Loan,  the
number of  Employer  Securities  released  must equal the  number of  encumbered
Employer  Securities held  immediately  before release for the current Plan Year
multiplied  by a  fraction.  The  numerator  of the  fraction  is the  amount of
principal paid for the Plan Year. The  denominator of the fraction is the sum of
the  numerator  plus the  principal  to be paid for all future Plan  Years.  The
number of future Plan Years under the loan must be definitely  ascertainable and
must be determined without taking into account any possible extension or renewal
periods. If collateral includes more than one class of Employer Securities,  the
number of Employer  Securities of each class to be released for a Plan Year must
be  determined  by applying the same  fraction to each such class.  The Advisory
Committee  will  allocate  assets  withdrawn  from the  suspense  Account to the
Accounts of Participants who otherwise share in the allocation of the Employer's
contribution  for the Plan  Year for  which  the Trustee has paid the portion of
the Exempt Loan  resulting in the release of the assets. The Advisory Committee
consistently will make this
                                       2
allocation  as of each  Accounting  Date on the  basis of non-monetary  units,
taking into account the relative  Compensation of all such Participants for such
Plan Year.

     3. The effective date of this Amendment is January 1, 1993.

     4. Except as herein  modified and  amended,  all of the  provisions  of the
International  Assets  Advisory  Corporation  Employee Stock  Ownership Plan and
Trust Agreement shall be and remain in full force and effect.

     IN WITNESS  WHEREOF,  the  Corporation  has  caused  this  Amendment  to be
executed on the date first above written.

                                International Assets Advisory Corporation
 
                                        By: /S/ Jerome F. Miceli
                                            Jerome F. Miceli, President

                              ACCEPTANCE BY TRUSTEE

     The undersigned Trustees hereby accept the First Amendment  hereinabove set
forth and agree to continue to serve as  Trustees  of the  International  Assets
Advisory  Corporation  Employee  Stock  Ownership Plan, all as of the 4th day of
November, 1993.

                                        /S/ Diego J.. Veitia
                                        Diego J. Veitia

                                        /S/ Jerome F. Miceli
                                        Jerome F. Miceli
 
                                        /S/ Stephen A. Saker
                                        Stephen A. Saker

                                        /S/ Nancey M. McMurtry
                                        Nancey M. McMurtry
EXHIBIT 10.3(b)
INTERNATIONAL ASSETS ADVISORY CORPORATION
                          EMPLOYEE STOCK OWNERSHIP PLAN
                                Amendment 1994-1

WHEREAS,  International Assets Advisory Corporation (hereafter,  the "Employer")
maintains the International Assets Advisory Corporation Employee Stock Ownership
Plan ("the Plan");

WHEREAS,  the Employer has the right to amend the Plan pursuant to Section 13.09
of the Plan;

WHEREAS,  the Board of Directors of the Employer authorized the officers of the
Employer or any  designated  committee to perform all  appropriate  ministerial
actions to effect the Plan as a tax-qualified retirement plan;

NOW, THEREFORE, the Employer hereby adopts and approves this amendment to become
effective July 19, 1994 as follows:

1.   The  written  loan  policy  (Exhibit  A of the  Summary  Plan  Description)
     incorporated by reference as part of the Plan under Section 9.W of the Plan
     shall be amended as follows:

     "LIMITATION ON LOAN AMOUNT/PURPOSE OF LOAN. The Advisory Committee will not
     approve any loan to a participant  in an amount which exceeds 50% of his or
     her aggregate amount in the Deferral Contribution and Matching Contribution
     Accounts,  as reflected  by the books and records of the Plan.  The maximum
     aggregate  dollar amount of loans  outstanding to any  participant  may not
     exceed $50,000 as aggregated with all participant loans from other employer
     qualified  plans,  reduced by  the  excess  of  the  participant's  highest
     outstanding  participant  loan balance during the 12-month period ending on
     the date of the loan over the participant's current outstanding participant
     loan balance on the date of the loan. A participant  may not request a loan
     for less than $500.

     A participant loan may be for the purpose of one or any  combination of the
     following  reasons:  (1) the  construction or improvement of a residence or
     other real estate;  (2) the purchase of a vehicle (including an automobile,
     van,  truck or  recreational  vehicle);  (3) tuition and other  educational
     expenses;  (4) medical and dental  expenses;  or (5) funeral  expenses of a
     family member."

2.   Except as amended  herein,  the Plan shall remain in full force and effect.
     ON WITNESS  WHEREOF,  the Employer has adopted this Amendment  1994-1 to be
     executed by its duly authorized officer this 19th day of July, 1994.

                                      INTERNATIONAL ASSETS ADVISORY CORPORATION

                                      BY: /S/ Jerome F. Miceli
EXHIBIT A TO SUMMARY PLAN DESCRIPTION
                      (as amended effective July 19, 1994)

                                  LOAN POLICY

The Advisory Committee of the INTERNATIONAL ASSETS ADVISORY CORPORATION EMPLOYEE
STOCK  OWNERSHIP PLAN ("Plan")  adopts the following loan policy pursuant to the
terms of the Plan.  As a  participant  or  beneficiary  under the Plan,  you may
receive a loan only as permitted by this loan policy.

1.      LOAN  APPLICATION.  Any Plan  participant  may apply for a loan from the
Plan.  For  purposes  of this  loan  policy,  the term  "participant"  means any
participant or  beneficiary with respect to the Plan. A participant  must apply
for each loan in writing with an application  which specifies the amount of the
loan desired, the requested duration for the loan and the source of security for
the loan.  The Advisory  Committee will not approve any loan if a participant is
not  creditworthy.  In order  to be  creditworthy,  the  participant  must  have
established in his or her community, a reputation which would entitle him or her
to a similar loan from a commercial or business lender. In applying for the loan
from the Plan, each  participant  must give full authority to investigate his or
her creditworthiness.

2.      LIMITATION ON LOAN  AMOUNT/PURPOSE OF LOAN. The Advisory  Committee will
not approve any loan to a  participant  in an amount which exceeds 50% of his or
her  aggregate  amount in the Deferral  Contribution  and Matching  Contribution
Accounts,  as  reflected  by the books and  records  of the  Plan.  The  maximum
aggregate  dollar amount of loans  outstanding to any participant may not exceed
$50,000 as aggregated with all participant  loans from other employer  qualified
plans,reduced by the excess of the participant's highest outstanding participant
loan balance  during the 12 month period ending on the date of the loan over the
participant's  current  outstanding  participant loan balance on the date of the
loan. A participant may not request a loan for less than $500.

      A participant loan may be for the purpose of one or any combination of the
following  reasons:  (1) the construction or improvement of a residence or other
real estate; (2) the purchase of a vehicle (including an automobile,  van, truck
or  recreational  vehicle);  (3) tuition  and other  educational  expenses;  (4)
medical and dental expenses; or (5) funeral expenses of a family member.

3.      EVIDENCE AND TERMS OF LOAN.  The Advisory  Committee will document every
loan in the form of a  promissory  note signed by the  participant  for the face
amount of the loan,  together with a commercially  reasonable  rate of interest.
The Advisory Committee will determine the appropriate interest rate by obtaining
at least one  quote  from a  financial  institution,  as chosen by the  Advisory
Committee,  that is in the business of lending money. The interest rate quote(s)
must take into  account the term of the loan,  the  security  on that loan,  the
creditworthiness  of the  participant,  whether the interest  rate is adjustable
during  the term of the loan,  and the  intended  use of the loan  proceeds,  if
known,  and must reflect a  commercially  reasonable  rate for the  geographical
region in which  the  participant  lives.  If  participants  in the Plan live in
different geographical  regions, the Advisory Committee may establish a uniform
commercially  reasonable  interest rate applicable  to all regions  based on
information  obtained from at
least one  region in which  participants  live.  The  Advisory  Committee  must
reevaluate interest rates for loans made more than one month since the last loan
made by the Plan.

     A loan may  provide  a fixed  rate of  interest  or an  adjustable  rate of
interest,  as determined by the Advisory  Committee and the  participant.  The
Advisory  Committee  will  determine  whether the interest rate is  commercially
reasonable  at the time it approves  the loan and, in the case of an  adjustable
rate loan, at the time of each  scheduled  adjustment.  The loan must provide at
least quarterly payments under a level amortization schedule.

     The loan may permit a suspension of payments for a period not exceeding one
year which occurs during an approved leave of absence.  The Advisory Committee
will fix the term for  repayment of any loan,-  however,  in no instance may the
term of  repayment be greater  than five years,  unless the loan  qualifies as a
home loan.  The Advisory  Committee  may fix the term for repayment of a home
loan for a period  not to  exceed  15  years.  A "home  loan" is a loan  used to
acquire a dwelling unit which,  within a reasonable  time, the participant  will
use as a principal residence.

     Participants  should note the law treats the amount of any loan (other than
a "home  loan")  not repaid  five years  after the date of the loan as a taxable
distribution on the last day of the five year period or, if sooner,  at the time
the loan is in default.  If a participant  extends a non-home loan having a five
year or less  repayment  term beyond five years,  the balance of the loan at the
time of the extension is a taxable distribution to the participant.

4.   SECURITY  FOR  LOAN.  A  participant  must  secure  each  loan  with an
irrevocable pledge and assignment of 50% of the aggregate amount in the Deferral
Contribution and Matching Contributions Accounts of the borrowing  participant's
accrued  benefit under the Plan or other security (e.g.,  principal  residence)
the  Advisory  Committee  accepts and finds to be  adequate,  or both 50% of the
participant's  aggregate  amount  in  the  Deferred  Contribution  and  Matching
Contributions  Accounts and other security.  The Advisory  Committee may request
the  borrowing  participant  to  secure  each loan  with  additional  collateral
acceptable  to the Advisory Committee or to substitute  collateral given for the
loan. The Advisory Committee may require greater security for a participant loan
from a participant not employed by the Employer at the date of the loan.

5.   FORM OF PLEDGE.  If the  participant  secures  the loan wholly or partly
with  50% of his aggregate  Deferred  Contribution  and  Matching  Contributions
Accounts,  the pledge and assignment of that portion of his accrued benefit will
be in the form attached to this Loan Policy.

6.   DEFAULT/RISK  OF LOSS. The Advisory  Committee  will treat this loan in
default if:

     (a) any scheduled payment remains unpaid more than 90 days.

     (b) the making or furnishing of any representation or statement to the Plan
by  or on behalf  of the  participant which  proves to have  been false  in  any
material respect when made or furnished;

     (c) loss,  theft, damage, destruction, sale or encumbrance  to or of any of
the  collateral or  the  making  of  any  levy  seizure or attachment thereof or
thereon;

     (d) death, dissolution, insolvency, business failure, appointment of
receiver of any part of the property of, assignment for the benefit of creditors
by, or the
commencement of any proceeding under any bankruptcy or insolvency laws of, by or
against the participant.

     The participant will have the opportunity to repay the loan, resume current
status  of the  loan  by  paying  any  missed  payment  plus  interest  or,  if
distribution is available under the plan,  request  distribution of the note. If
the  1oan  remains  in  default,  the  Advisory  Committee  has  the  option  of
foreclosing on any other  security it holds or, to the extent a distribution  to
the participant is permissible under the Plan,  offset the participant's  vested
account balance by the outstanding  balance of the loan. The Advisory Committee
will treat the note as repaid to the extent of any permissible  offset.  Pending
final disposition of the note, the participant  remains obligated for any unpaid
principal and accrued interest.

     The Plan intends this loan program not to place other  participants at risk
with  respect to their  interests  in the Plan.  In this  record,  the  Advisory
Committee  will  administer  any  participant  loan  as a  participant  directed
investment of that portion of the participant's  vested account balance equal to
the outstanding principal balance of the loan. The Plan will credit that portion
of the  participant's  interest  with the  interest  earned on the note and with
principal  payments received by the participant.  The Plan also will charge that
portion of the  participant's  account balance with expenses directly related to
the origination, maintenance and collection of the note.

                        INTERNATIONAL ASSETS ADVISORY CORPORATION
                        PLAN ADMINISTRATOR
EXHIBIT 10.3(c)
AMENDMENT 1994-1 TO
                   INTERNATIONAL ASSETS ADVISORY CORPORATION
                         EMPLOYEE STOCK OWNERSHIP PLAN

THIS INSTRUMENT made this 30th day of December, 1994 by International Assets
Advisory Corporation (the "Employer").

WHEREAS, the Employer, has reserved the right, pursuant to Article XIII, Section
13.02, to amend the International  Assets  Advisory  Corporation  Employee Stock
Ownership Plan (the "Plan"); and

WHEREAS,  pursuant to Article XIII, Section 13.02, the Employer desires to amend
the Plan by adopting certain IRS Model  Amendments  provided in Rev. Proc. 93-12
and Rev. Proc. 94-13 to (i) comply with the Unemployment Compensation Amendments
of 1992, and (ii) the Omnibus Budget Reconciliation Act of 1993.

NOW,  THEREFORE,  effective as provided  herein,  the Employer hereby amends the
Plan as follows:

1.   Article I,  Section 1.10 (C),  "Limitations  on  Compensation",  is
     hereby amended by adding thereto the following:

"(3) Additional  Compensation  dollar  limitation.  In  addition  to other
     applicable limitations set forth in the Plan, and notwithstanding any other
     provision of the Plan to the contrary, for Plan Years beginning on or after
     January  1, 1994,  the  annual  Compensation  of each  Employee  taken into
     account  under the Plan shall not  exceed the OBRA '93 annual  compensation
     limit. The OBRA '93 annual  compensation limit is $150,000,  as adjusted by
     the  Commissioner  for increases in the cost of living in  accordance  with
     Section  401(a)(17)(B) of the Code. The cost of-living adjustment in effect
     for a calendar  year  applies to any  period,  not  exceeding  twelve  (12)
     months,  over  which  Compensation  is  determined  (determination  period)
     beginning in such calendar year.If a determination period consists of fewer
     than twelve (12)  months,  the OBRA '93 annual  compensation  limit will be
     multiplied by a fraction, the numerator of which is the number of months in
     the determination  period,  and the denominator of which is twelve (12) For
     Plan Years  beginning on or after  January 1, 1994,  any  reference in this
     Plan to the limitation under Section  401(a)(17) of the Code shall mean the
     OBRA '93 annual compensation limit set forth in this provision
If  Compensation  for any prior  determination  period is taken into  account in
determining  an  Employee's  benefits  accruing  in the current  Plan Year,  the
Compensation  for that  prior  determination  period is  subject to the OBRA '93
annual  compensation  limit in effect for that prior  determination  period. For
this purpose,  for  determination  periods beginning before the first day of the
first plan year  beginning  on or after  January  1,  1994,  the OBRA '93 annual
compensation limit is $150,000."

2.   Article XV is hereby added to read as follows:

                 "ARTICLE XV - ELIGIBLE ROLLOVER DISTRIBUTIONS

     Section 15 01 GENERAL RULE

     This Section  applies to  distributions  made on or after  January 1, 1993.
     Notwithstanding  any  provision  of the  Plan to the  contrary  that  would
     otherwise limit a Distributee's  election under this Section, a Distributee
     may  elect,  at  the  time  and  in  the  manner  prescribed  by  the  Plan
     Administrator,  to have any  portion of an Eligible  Rollover  Distribution
     paid directly to an Eligible  Retirement  Plan specified by the Distributee
     in a Direct Rollover.

     Section 15.02 Definitions

(a)  ELIGIBLE ROLLOVER  DISTRIBUTION:  An Eligible Rollover Distribution is any
     distribution  of all or any  portion  of the  balance  to the credit of the
     Distributee,  except  than  an  Eligible  Rollover  Distribution  does  not
     include:  any distribution  that is one of a series of substantially  equal
     periodic payments (not less frequently than annually) made for the life (or
     life  expectancy)  of the  Distributee  or the joint  lives (or joint  life
     expectancies)   of  the  Distributee  and  the  Distributee's  designated
     beneficiary,  or  for  a  specified  period  of  ten  years  or  more;  any
     distribution  to the extent such  distribution  is required  under  Section
     401(a)(9)  of the Code;  and the  portion of any  distribution  that is not
     includible in gross income (determined without regard to the exclusion for
     net unrealized appreciation with respect to employer securities).

(b)  ELIGIBLE  RETIREMENT PLAN: An Eligible Retirement Plan is an individual
     retirement  account  described in Section 408(a) of the Code, an individual
     retirement annuity described in Section 408(b) of the Code, an annuity plan
     described in Section 403(a) of the Code, or a qualified  trust described in
     Section  401(a)  of the  Code,  that  accepts  the  Distributee's  Eligible
     Rollover  Distribution.  However,  in  the  case  of an  Eligible  Rollover
     Distribution  to the Surviving  Spouse,  an Eligible  Retirement Plan is an
     individual retirement account or individual retirement annuity.
(c)  Distributee:  A Distributee includes an Employee or former Employee. In
     addition,  the  Employee's or former  Employee's  Surviving  Spouse and the
     Employee's  or  former  Employee's  spouse  or  former  spouse  who  is the
     alternate payee under a qualified  domestic  relations order, as defined in
     Section 414(p) of the Code, are Distributees with regard to the interest of
     the spouse or former spouse.

(d)  Direct Rollover: A Direct Rollover is a payment by the Plan to the Eligible
     Retirement Plan specified by the Distributee.

(e)  If a distributee is one to which sections 401(a)(11)and 417 of the Internal
     Revenue Code do not apply, such distribution may commence less than 30 days
     after the notice required under section 1.411(a)-l l(c) of the Income Tax
     Regulations is given, provided that:

          (1) the plan  administrator  clearly informs the participant  that the
          participant  has a  right  to a  period  of at  least  30  days  after
          receiving  the notice to  consider  the  decision of whether or not to
          elect a distribution  (and, if applicable,  a particular  distribution
          option),  and

          (2) the participant,  after receiving the notice, affirmatively elects
          a distribution."

3.   Except as provided herein, the Plan shall remain in full force and effect.

IN WITNESS  WHEREOF,  the Employer has executed this  Amendment  1994-1 on this
3oth day of December, 1994.
                                           INTERNATIONAL ASSETS ADVISORY
                                           CORPORATION

                                           By: /S/ Jerome F. Miceli
 

                                           December 30, 1994
                                                 Date
 A true copy
 ATTEST
EXHIBIT 10.3(d)
AMENDMENT 1995-1 TO
                   INTERNATIONAL ASSETS ADVISORY CORPORATION
                         EMPLOYEE STOCK OWNERSHIP PLAN

     THIS INSTRUMENT made this 21st day of July, 1995 by International Assets
Advisory Corporation (the "Employer").

     WHEREAS, the Employer, has reserved the right, pursuant to Article XIII,
Section 13.02, to amend the International Assets Advisory Corporation Employee
Stock Ownership Plan (the "Plan"); and

     WHEREAS,  pursuant to Article XIII,  Section 13.02, the Employer desires to
amend  the plan  because  of the  shares of the  Employer  have  become  readily
tradeable on an established market.

     NOW,  THEREFORE,  effective as provided herein,  the Employer hereby amends
the Plan as follows:

1.   Article XI,  Section 11.01 "Put option" is hereby amended by adding thereto
     the following sentence at the end of the paragraph:

     "Notwithstanding  the above,  if the Employer  Securities  distributed to a
     participant are readily  tradeable on an established  market, no put option
     is required to be issued to such  Participant  with respect to those
     readily tradeable shares"

2.   Except as provided herein, the plan shall remain in full force and effect.

     IN WITNESS WHEREOF, the Employer has executed this Amendment 1995-1 on this
     21st day of July 1995.

                    INTERNATIONAL ASSETS ADVISORY
                    CORPORATION

                    By:/S/ Jerome F. Miceli

                           July 21, 1995
                              Date

A true copy
ATTEST
EXHIBIT 23.1
KPMG Peat Marwick LLP

111 North Orange Avenue, Suite 1600
P.O. Box 3031
Orlando, FL 32802

                         CONSENT OF INDEPENDENT AUDITORS

The Board of Directors
International Assets Holding Corporation
   and  Subsidiaries:

We consent to the incorporation by reference in the Registration  Statement (No.
33-70334-A)  on  Form  S-8  of  International  Assets  Holding  Corporation  and
Subsidiaries of our report dated November 16, 1995 relating to the  consolidated
balance sheet of International Assets Holding Corporation and Subsidiaries as of
September  30,  1995  and  the  related  consolidated  statements of operations,
stockholders'  equity,  and cash  flows  for  each of the  years in the two year
period  ended  September  30,  1995,  which  report  appears  on page F-1 of the
September 30, 1995, annual report on Form 10-K of International  Assets Holding
Corporation and Subsidiaries.

                                         /S/ KPMG Peat Marwick LLP

August 1, 1996