As filed with the Securities and Exchange Commission on January 28, 1997

                              Registration No. 33-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933


                           INTERNATIONAL POST LIMITED
             (Exact name of registrant as specified in its charter)

                  Delaware                                 13-3735647
      (State or other jurisdiction of          (I.R.S. Employer Identification
       incorporation or organization)                        Number)

                   545  FIFTH  AVENUE,  NEW YORK,  NEW YORK  10017  
              (Address of principal executive offices)     (Zip Code)

                           COMMON STOCK ISSUABLE UNDER
          THE INTERNATIONAL POST LIMITED 1993 LONG TERM INCENTIVE PLAN,
            THE INTERNATIONAL POST LIMITED RESTRICTED SHARE PLAN FOR
                                  DIRECTORS AND
                         VARIOUS STOCK OPTION AGREEMENTS
                            (Full title of the Plan)

Martin Irwin                              With a      Gerald Adler, Esq.
President and Chief Executive Officer     copy to:    Shereff, Friedman, Hoffman
International Post Limited                            & Goodman, LLP
545 Fifth Avenue                                      919 Third Avenue
New York, New York 10017                              New York, New York  10022
(212) 986-6300                                        (212) 758-9500
--------------------------------------------------------------------------------
                      (Name, address and telephone number,
                   including area code, of agents for service)

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
       Title of                                      Proposed            Proposed Maximum
     Securities to              Amount to        Maximum Offering            Aggregate              Amount of
     be Registered            be Registered      Price Per Share          Offering Price         Registration Fee
 ---------------------       ---------------     ----------------        ----------------        ----------------

<S>                          <C>                     <C>                  <C>                       <C>
Common Stock, par             37,000 shares*          $0.01                     $370.00                  $.11
  value $0.01 per share
Common Stock, par             60,000 shares*         $11.00                 $660,000.00               $200.00
  value $0.01 per share
Common Stock, par            181,818 shares*          $9.35               $1,699,998.30               $515.15
  value $0.01 per share
Common Stock, par            172,366 shares*          $4.00                 $689,464.00               $208.93
  value $0.01 per share                              
Common Stock, par            172,367 shares*          $5.00                 $861,835.00               $261.16
  value $0.01 per share
Common Stock, par            172,367 shares*          $6.00               $1,034,202.00               $313.39
  value $0.01 per share
Common Stock, par             82,900 shares*          $4.50**               $373,050.00**             $113.05
  value $0.01 per share

Total                        878,818 shares*                              $5,318,919.30             $1,611.79

</TABLE>
         * As such number may be amended due to  adjustments  arising out of any
recapitalization,  reorganization,  merger,  consolidation,  split-up, spin-off,
combination, exchange of shares or other similar corporate event.

        ** Estimated solely for the purpose of calculating the registration fee,
pursuant to Rule 457 under the  Securities of 1933, as amended,  on the basis of
the  average  of the high and low  prices of the  registrant's  common  stock as
listed on the NASDAQ  National Market System on a date within five days prior to
the filing hereof.
<PAGE>
                                     PART II

                           INFORMATION REQUIRED IN THE
                             REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The following  documents  which have been filed by  International  Post
Limited,  a  Delaware  corporation  (the  "Company"),  with the  Securities  and
Exchange  Commission  (the  "Commission")  are  hereby  incorporated  herein  by
reference:

         (a) The Company's  Annual Report on Form 10-K for the fiscal year ended
July 31, 1996,  which is the  Company's  latest Annual Report on Form 10-K filed
pursuant to Section  13(a) or 15(d) of the  Securities  Exchange Act of 1934, as
amended (the "Exchange Act").

         (b) The Company's  Quarterly Report on Form 10-Q for the fiscal quarter
ended October 31, 1996.

         (c) The Company's  Proxy  Statement for annual meeting of  stockholders
held on January 8, 1997.

         (d) The description of the Company's  common stock,  $.01 par value per
share,  contained in the Company's Registration Statement on Form 8-A filed with
the Commission  under the Exchange Act,  including any amendment or report filed
for the purpose of updating such description.

         All documents  subsequently  filed by the Company  pursuant to Sections
13(a),  13(c),  14 or  15(d)  of the  Exchange  Act  prior  to the  filing  of a
post-effective amendment to this Registration Statement which indicates that all
of the securities  offered under this  Registration  Statement have been sold or
which  deregisters  all securities  then remaining  unsold shall be deemed to be
incorporated by reference herein and to be a part of this Registration Statement
as of the date of the filing of such documents.  Any statement  contained in the
documents incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration  Statement
to the extent that a  statement  contained  herein or in any other  subsequently
filed  document  which  also is  incorporated  or deemed to be  incorporated  by
reference  herein modifies or supersedes  such statement.  Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not applicable.

                                        2

<PAGE>



ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Section  145 of the  General  Corporation  Law of the State of Delaware
(the  "Delaware  Law")  provides,  in summary,  that  directors  and officers of
Delaware  corporations  are  entitled,   under  certain  circumstances,   to  be
indemnified  against all expenses and liabilities  (including  attorneys'  fees)
incurred by them as a result of suits brought  against them in their capacity as
a  director  or  officer,  if they  acted in good  faith  and in a  manner  they
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
corporation, and, with respect to any criminal action or proceeding, if they had
no reasonable  cause to believe their  conduct was unlawful,  provided,  that no
indemnification  may be made against expenses in respect of any claim,  issue or
matter  as to  which  they  shall  have  been  adjudged  to  be  liable  to  the
corporation,  unless and only to the extent  that 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, they
are fairly and  reasonably  entitled to indemnity  for such  expenses  which the
court shall deem proper. Any such indemnification may be made by the corporation
only  as  authorized  in  each  specific  case  upon  a  determination   by  the
stockholders or disinterested  directors that  indemnification is proper because
the  indemnitee  has met the  applicable  standard of conduct.  Article 8 of the
Company's  Certificate of Incorporation  entitles  officers and directors of the
Company to indemnification to the fullest extent permitted by Section 145 of the
Delaware Law, as the same may be supplemented from time to time.

         Article 9 of the Company's  Certificate of  Incorporation,  as amended,
provides  that no director  shall have any personal  liability to the Company or
its  stockholders  for  monetary  damages  for  breach  of  fiduciary  duty as a
director,  except that such  provision does not limit or eliminate the liability
of any director (i) for breach of such director's duty of loyalty to the Company
or its  stockholders,  (ii) for  acts or  omissions  not in good  faith or which
involve intentional  misconduct or knowing violation of law, (iii) under Section
174 of the Delaware Law (involving certain unlawful dividends or stock purchases
or redemptions), or (iv) for any transaction from which such director derived an
improper personal benefit.

         The Company  maintains a primary  directors and officers  liability and
company reimbursement insurance policy (the "Policy") which, among other things,
provides  for (i)  payment on behalf of any of the  Company's  past,  present or
future directors or officers against Loss (as defined in the Policy) as a result
of any Claim (as defined in the Policy)  first made  against  the  directors  or
officers of the Company for any error, misstatement,  misleading statement, act,
omission,  neglect,  or breach of duty  committed  or  attempted,  or  allegedly
committed or attempted (each a "Wrongful Act"),  occurring after August 1, 1992,
by  one  or  more  directors  or  officers  of  the  Company,   individually  or
collectively,  in their respective capacities as such, or for any matter claimed
against one or more  directors  or  officers of the Company  solely by reason of
their  status as such,  except for such Loss paid by the Company to any director
or officer of the Company as indemnification,  and (ii) payment on behalf of the
Company  against  Loss for which the Company is required or  permitted to pay as
indemnification  to any  director or officer of the Company as the result of any
Claim first made against any director or officer of the Company for any Wrongful
Act.  The Policy  does not cover Loss  arising  from any Claim made  against the
Company or its directors or officers  stemming from, among other things, a Claim
(a) brought about or contributed to by the fraudulent, dishonest or criminal act
or omission of a director or officer of the Company, provided that a judgment or
other final  adjudication  adverse to such director or officer  establishes that
fraudulent,  dishonest  or  criminal  acts were  committed  by such  director or
officer,  or (b) based upon or  attributable to any of the directors or officers
of the Company  gaining in fact any  personal  profit or advantage to which they
were not legally entitled.  The Company also maintains a supplemental  insurance
and company  reimbursement  policy providing  substantially  similar coverage as
discussed above.

                                        3

<PAGE>



ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

ITEM 8.  EXHIBITS

         The  following   exhibits  are  filed  as  part  of  this  Registration
Statement:

        Exhibit
        Number                           Description
        -------   --------------------------------------------------------------
         4.1      International Post Limited 1993 Long Term Incentive Plan

         4.2      International Post Limited Restricted Share Plan for Directors

         4.3      Stock Option Agreement, dated as of February 15, 1994, between
                  International Post Limited and Terrence A. Elkes

         4.4      Stock Option Agreement, dated as of February 15, 1994, between
                  International Post Limited and Kenneth F. Gorman

         4.5      Stock Option Agreement, dated as of February 15, 1994, between
                  International Post Limited and Jeffrey J. Kaplan

         5        Opinion of Shereff, Friedman, Hoffman & Goodman, LLP

         23.1     Consent of Arthur Andersen LLP

         23.2     Consent of Shereff, Friedman, Hoffman & Goodman, LLP (included
                  in Exhibit 5)

         24       Power  of  Attorney   (included  in  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 of 1933;

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


                                        4

<PAGE>



                        set    forth    in    this    Registration    Statement.
                        Notwithstanding the foregoing,  any increase or decrease
                        in volume of  securities  offered  (if the total  dollar
                        value of securities  offered would not exceed that which
                        was  registered)  and any deviation from the low or high
                        end of  the  estimated  maximum  offering  range  may be
                        reflected  in the  form of  prospectus  filed  with  the
                        Securities  and  Exchange  Commission  pursuant  to Rule
                        424(b)  promulgated under the Securities Act of 1933 if,
                        in the  aggregate,  the  changes  in  volume  and  price
                        represent  no  more  than a 20%  change  in the  maximum
                        aggregate  offering price set forth in the  "Calculation
                        of   Registration   Fee"  table  in  this   Registration
                        Statement;

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

                  Provided,  however,  that paragraphs  (a)(1)(i) and (ii) shall
not  apply  if the  information  required  to be  included  in a  post-effective
amendment by those  paragraphs  is contained  in periodic  reports  filed by the
Company  pursuant to Section 13 or Section 15(d) of the Securities  Exchange Act
of 1934 that are incorporated by reference in this Registration Statement.

         (2) That,  for the  purpose  of  determining  any  liability  under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration  statement relating to the securities offered herein, 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.

(b) The  Securities  Act of 1933,  each filing of the  Company's  annual  report
pursuant to Section 13(a) or 15(d) of the  Securities  Exchange Act of 1934 that
is incorporated by reference in this  Registration  Statement shall be deemed to
be a new registration  statement  relating to the securities offered herein, and
the offering of such  securities  at that time shall be deemed to be the initial
bona fide offering thereof.

(h) Insofar as indemnification  for liabilities arising under the Securities Act
of 1933 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  Securities  and  Exchange  Commission  such
indemnification  is against  public policy as expressed in the Securities Act of
1933  and  is,  therefore,   unenforceable.  In  the  event  that  a  claim  for
indemnification  against such liabilities (other than the payment by the Company
of expenses incurred or paid by a director, officer or controlling person of the
Company in the successful defense of any action, suit or proceeding) is asserted
by  such  director,  officer  or  controlling  person  in  connection  with  the
securities  being  registered,  the Company  will,  unless in the opinion of its
counsel the matter has been settled by controlling precedent,  submit to a court
of appropriate  jurisdiction the question whether such  indemnification by it is
against  public  policy as expressed in the  Securities  Act of 1933 and will be
governed by the final adjudication of such issue.


                                        5

<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the Company
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of New  York,  State of New  York,  on this 28th day of
January, 1997.


                                               INTERNATIONAL POST LIMITED

                                               By: /S/ JEFFREY J. KAPLAN
                                                   ----------------------------
                                                   Jeffrey J. Kaplan
                          Executive Vice President and
                             Chief Financial Officer


                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE  PRESENTS,  that  each of the  undersigned  whose
signature  appears below  constitutes and appoints Jeffrey J. Kaplan and Gary R.
Strack,  and each of them (with full  power of each of them to act  alone),  his
true and lawful  attorneys-in-fact  and agents,  with full power of substitution
and  resubstitution for him and on his behalf, and in his name, place and stead,
in any and all  capacities  to  execute  and  sign  any  and all  amendments  or
post-effective  amendments to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Commission,  granting unto said  attorneys-in-fact and agents, and each of them,
full  power  and  authority  to do and  perform  each and  every  act and  thing
requisite  or necessary  to be done in and about the  premises,  as fully to all
intents and  purposes as he might or could do in person,  hereby  ratifying  and
confirming all that said  attorneys-in-fact  and agents or any of them, or their
or his substitute or substitutes,  may lawfully do or cause to be done by virtue
hereof and the Company hereby confers like authority on its behalf.



<PAGE>



         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the dates indicated.


Name and Signature           Title                                   Date
-----------------------      --------------------------         ----------------
                             President, Chief Executive         January 28, 1997
/S/ MARTIN IRWIN             Officer and  Director
-----------------------      (Principal Executive Officer)
Martin Irwin
                             Executive Vice President,          January 28, 1997
                             Chief Financial Officer
/S/ JEFFREY J. KAPLAN        and Director
-----------------------      (Principal Financial Officer)
Jeffrey J. Kaplan

                             Vice President, Treasurer          January 28, 1997
/S/ GARY R. STRACK           and Secretary
-----------------------      (Principal Accounting Officer)
Gary R. Strack


/S/ ROBERT H. ALTER          Director                           January 28, 1997
-----------------------
Robert H. Alter


/S/ JULIUS BARNATHAN         Director                           January 28, 1997
-----------------------
Julius Barnathan


/S/ TERRENCE A. ELKES        Director                           January 28, 1997
-----------------------
Terrence A. Elkes


/S/ KENNETH F. GORMAN        Director                           January 28, 1997
-----------------------
Kenneth F. Gorman


/S/ LOUIS H. SIRACUSANO      Director                           January 28, 1997
-----------------------
Louis H. Siracusano



<PAGE>


                           INTERNATIONAL POST LIMITED

                                    FORM S-8
                             REGISTRATION STATEMENT


                                  EXHIBIT INDEX


                                                                    Sequentially
                                                                      Numbered
   Exhibit                                                              Page
   -------                                                          ------------

     4.1    International  Post Limited 1993 Long Term  Incentive
            Plan

     4.2    International  Post Limited Restricted Share Plan for
            Directors

     4.3    Stock  Option  Agreement,  dated as of  February  15,
            1994, between International Post Limited and Terrence
            A. Elkes

     4.4    Stock  Option  Agreement,  dated as of  February  15,
            1994, between  International Post Limited and Kenneth
            F. Gorman

     4.5    Stock  Option  Agreement,  dated as of  February  15,
            1994, between  International Post Limited and Jeffrey
            J. Kaplan

     5      Opinion of Shereff, Friedman, Hoffman & Goodman, LLP

     23.1   Consent of Arthur Andersen LLP

     23.2   Consent of Shereff,  Friedman,  Hoffman & Goodman,  LLP (included in
            Exhibit 5)

     24     Power of Attorney (included in signature page to this
            Registration Statement)

<PAGE>
[{"type": "S-8", "sequence": "1", "description": "VARIOUS IPL STOCK OPTION PLANS", "secsgml_size_bytes": 22853}]
{"company-data": {"conformed-name": "INTERNATIONAL POST LTD", "cik": "0000913888", "assigned-sic": "7819", "irs-number": "333735647", "state-of-incorporation": "DE", "fiscal-year-end": "0731"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-20557", "film-number": "97512431"}, "business-address": {"street1": "545 FIFTH AVE", "city": "NEW YORK", "state": "NY", "zip": "10017", "phone": "2126874000"}, "former-company": {"former-conformed-name": "INTERNATIONAL POST GROUP INC", "date-changed": "19931021"}}
As filed with the Securities and Exchange Commission on January 28, 1997

                              Registration No. 33-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                           INTERNATIONAL POST LIMITED
             (Exact name of registrant as specified in its charter)

                  Delaware                                 13-3735647
      (State or other jurisdiction of          (I.R.S. Employer Identification
       incorporation or organization)                        Number)

                   545  FIFTH  AVENUE,  NEW YORK,  NEW YORK  10017  
              (Address of principal executive offices)     (Zip Code)

                           COMMON STOCK ISSUABLE UNDER
          THE INTERNATIONAL POST LIMITED 1993 LONG TERM INCENTIVE PLAN,
            THE INTERNATIONAL POST LIMITED RESTRICTED SHARE PLAN FOR
                                  DIRECTORS AND
                         VARIOUS STOCK OPTION AGREEMENTS
                            (Full title of the Plan)

Martin Irwin                              With a      Gerald Adler, Esq.
President and Chief Executive Officer     copy to:    Shereff, Friedman, Hoffman
International Post Limited                            & Goodman, LLP
545 Fifth Avenue                                      919 Third Avenue
New York, New York 10017                              New York, New York  10022
(212) 986-6300                                        (212) 758-9500
--------------------------------------------------------------------------------
                      (Name, address and telephone number,
                   including area code, of agents for service)

                         CALCULATION OF REGISTRATION FEE
Title of                                      Proposed            Proposed Maximum
     Securities to              Amount to        Maximum Offering            Aggregate              Amount of
     be Registered            be Registered      Price Per Share          Offering Price         Registration Fee
 ---------------------       ---------------     ----------------        ----------------        ----------------
Common Stock, par             37,000 shares*          $0.01                     $370.00                  $.11
  value $0.01 per share
Common Stock, par             60,000 shares*         $11.00                 $660,000.00               $200.00
  value $0.01 per share
Common Stock, par            181,818 shares*          $9.35               $1,699,998.30               $515.15
  value $0.01 per share
Common Stock, par            172,366 shares*          $4.00                 $689,464.00               $208.93
  value $0.01 per share                              
Common Stock, par            172,367 shares*          $5.00                 $861,835.00               $261.16
  value $0.01 per share
Common Stock, par            172,367 shares*          $6.00               $1,034,202.00               $313.39
  value $0.01 per share
Common Stock, par             82,900 shares*          $4.50**               $373,050.00**             $113.05
  value $0.01 per share

Total                        878,818 shares*                              $5,318,919.30             $1,611.79
* As such number may be amended due to  adjustments  arising out of any
recapitalization,  reorganization,  merger,  consolidation,  split-up, spin-off,
combination, exchange of shares or other similar corporate event.

        ** Estimated solely for the purpose of calculating the registration fee,
pursuant to Rule 457 under the  Securities of 1933, as amended,  on the basis of
the  average  of the high and low  prices of the  registrant's  common  stock as
listed on the NASDAQ  National Market System on a date within five days prior to
the filing hereof.
PART II

                           INFORMATION REQUIRED IN THE
                             REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The following  documents  which have been filed by  International  Post
Limited,  a  Delaware  corporation  (the  "Company"),  with the  Securities  and
Exchange  Commission  (the  "Commission")  are  hereby  incorporated  herein  by
reference:

         (a) The Company's  Annual Report on Form 10-K for the fiscal year ended
July 31, 1996,  which is the  Company's  latest Annual Report on Form 10-K filed
pursuant to Section  13(a) or 15(d) of the  Securities  Exchange Act of 1934, as
amended (the "Exchange Act").

         (b) The Company's  Quarterly Report on Form 10-Q for the fiscal quarter
ended October 31, 1996.

         (c) The Company's  Proxy  Statement for annual meeting of  stockholders
held on January 8, 1997.

         (d) The description of the Company's  common stock,  $.01 par value per
share,  contained in the Company's Registration Statement on Form 8-A filed with
the Commission  under the Exchange Act,  including any amendment or report filed
for the purpose of updating such description.

         All documents  subsequently  filed by the Company  pursuant to Sections
13(a),  13(c),  14 or  15(d)  of the  Exchange  Act  prior  to the  filing  of a
post-effective amendment to this Registration Statement which indicates that all
of the securities  offered under this  Registration  Statement have been sold or
which  deregisters  all securities  then remaining  unsold shall be deemed to be
incorporated by reference herein and to be a part of this Registration Statement
as of the date of the filing of such documents.  Any statement  contained in the
documents incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration  Statement
to the extent that a  statement  contained  herein or in any other  subsequently
filed  document  which  also is  incorporated  or deemed to be  incorporated  by
reference  herein modifies or supersedes  such statement.  Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not applicable.

                                        2
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Section  145 of the  General  Corporation  Law of the State of Delaware
(the  "Delaware  Law")  provides,  in summary,  that  directors  and officers of
Delaware  corporations  are  entitled,   under  certain  circumstances,   to  be
indemnified  against all expenses and liabilities  (including  attorneys'  fees)
incurred by them as a result of suits brought  against them in their capacity as
a  director  or  officer,  if they  acted in good  faith  and in a  manner  they
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
corporation, and, with respect to any criminal action or proceeding, if they had
no reasonable  cause to believe their  conduct was unlawful,  provided,  that no
indemnification  may be made against expenses in respect of any claim,  issue or
matter  as to  which  they  shall  have  been  adjudged  to  be  liable  to  the
corporation,  unless and only to the extent  that 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, they
are fairly and  reasonably  entitled to indemnity  for such  expenses  which the
court shall deem proper. Any such indemnification may be made by the corporation
only  as  authorized  in  each  specific  case  upon  a  determination   by  the
stockholders or disinterested  directors that  indemnification is proper because
the  indemnitee  has met the  applicable  standard of conduct.  Article 8 of the
Company's  Certificate of Incorporation  entitles  officers and directors of the
Company to indemnification to the fullest extent permitted by Section 145 of the
Delaware Law, as the same may be supplemented from time to time.

         Article 9 of the Company's  Certificate of  Incorporation,  as amended,
provides  that no director  shall have any personal  liability to the Company or
its  stockholders  for  monetary  damages  for  breach  of  fiduciary  duty as a
director,  except that such  provision does not limit or eliminate the liability
of any director (i) for breach of such director's duty of loyalty to the Company
or its  stockholders,  (ii) for  acts or  omissions  not in good  faith or which
involve intentional  misconduct or knowing violation of law, (iii) under Section
174 of the Delaware Law (involving certain unlawful dividends or stock purchases
or redemptions), or (iv) for any transaction from which such director derived an
improper personal benefit.

         The Company  maintains a primary  directors and officers  liability and
company reimbursement insurance policy (the "Policy") which, among other things,
provides  for (i)  payment on behalf of any of the  Company's  past,  present or
future directors or officers against Loss (as defined in the Policy) as a result
of any Claim (as defined in the Policy)  first made  against  the  directors  or
officers of the Company for any error, misstatement,  misleading statement, act,
omission,  neglect,  or breach of duty  committed  or  attempted,  or  allegedly
committed or attempted (each a "Wrongful Act"),  occurring after August 1, 1992,
by  one  or  more  directors  or  officers  of  the  Company,   individually  or
collectively,  in their respective capacities as such, or for any matter claimed
against one or more  directors  or  officers of the Company  solely by reason of
their  status as such,  except for such Loss paid by the Company to any director
or officer of the Company as indemnification,  and (ii) payment on behalf of the
Company  against  Loss for which the Company is required or  permitted to pay as
indemnification  to any  director or officer of the Company as the result of any
Claim first made against any director or officer of the Company for any Wrongful
Act.  The Policy  does not cover Loss  arising  from any Claim made  against the
Company or its directors or officers  stemming from, among other things, a Claim
(a) brought about or contributed to by the fraudulent, dishonest or criminal act
or omission of a director or officer of the Company, provided that a judgment or
other final  adjudication  adverse to such director or officer  establishes that
fraudulent,  dishonest  or  criminal  acts were  committed  by such  director or
officer,  or (b) based upon or  attributable to any of the directors or officers
of the Company  gaining in fact any  personal  profit or advantage to which they
were not legally entitled.  The Company also maintains a supplemental  insurance
and company  reimbursement  policy providing  substantially  similar coverage as
discussed above.

                                        3
ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

ITEM 8.  EXHIBITS

         The  following   exhibits  are  filed  as  part  of  this  Registration
Statement:

        Exhibit
        Number                           Description
        -------   --------------------------------------------------------------
         4.1      International Post Limited 1993 Long Term Incentive Plan

         4.2      International Post Limited Restricted Share Plan for Directors

         4.3      Stock Option Agreement, dated as of February 15, 1994, between
                  International Post Limited and Terrence A. Elkes

         4.4      Stock Option Agreement, dated as of February 15, 1994, between
                  International Post Limited and Kenneth F. Gorman

         4.5      Stock Option Agreement, dated as of February 15, 1994, between
                  International Post Limited and Jeffrey J. Kaplan

         5        Opinion of Shereff, Friedman, Hoffman & Goodman, LLP

         23.1     Consent of Arthur Andersen LLP

         23.2     Consent of Shereff, Friedman, Hoffman & Goodman, LLP (included
                  in Exhibit 5)

         24       Power  of  Attorney   (included  in  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 of 1933;

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

                                        4
set    forth    in    this    Registration    Statement.
                        Notwithstanding the foregoing,  any increase or decrease
                        in volume of  securities  offered  (if the total  dollar
                        value of securities  offered would not exceed that which
                        was  registered)  and any deviation from the low or high
                        end of  the  estimated  maximum  offering  range  may be
                        reflected  in the  form of  prospectus  filed  with  the
                        Securities  and  Exchange  Commission  pursuant  to Rule
                        424(b)  promulgated under the Securities Act of 1933 if,
                        in the  aggregate,  the  changes  in  volume  and  price
                        represent  no  more  than a 20%  change  in the  maximum
                        aggregate  offering price set forth in the  "Calculation
                        of   Registration   Fee"  table  in  this   Registration
                        Statement;

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

                  Provided,  however,  that paragraphs  (a)(1)(i) and (ii) shall
not  apply  if the  information  required  to be  included  in a  post-effective
amendment by those  paragraphs  is contained  in periodic  reports  filed by the
Company  pursuant to Section 13 or Section 15(d) of the Securities  Exchange Act
of 1934 that are incorporated by reference in this Registration Statement.

         (2) That,  for the  purpose  of  determining  any  liability  under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration  statement relating to the securities offered herein, 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.

(b) The  Securities  Act of 1933,  each filing of the  Company's  annual  report
pursuant to Section 13(a) or 15(d) of the  Securities  Exchange Act of 1934 that
is incorporated by reference in this  Registration  Statement shall be deemed to
be a new registration  statement  relating to the securities offered herein, and
the offering of such  securities  at that time shall be deemed to be the initial
bona fide offering thereof.

(h) Insofar as indemnification  for liabilities arising under the Securities Act
of 1933 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  Securities  and  Exchange  Commission  such
indemnification  is against  public policy as expressed in the Securities Act of
1933  and  is,  therefore,   unenforceable.  In  the  event  that  a  claim  for
indemnification  against such liabilities (other than the payment by the Company
of expenses incurred or paid by a director, officer or controlling person of the
Company in the successful defense of any action, suit or proceeding) is asserted
by  such  director,  officer  or  controlling  person  in  connection  with  the
securities  being  registered,  the Company  will,  unless in the opinion of its
counsel the matter has been settled by controlling precedent,  submit to a court
of appropriate  jurisdiction the question whether such  indemnification by it is
against  public  policy as expressed in the  Securities  Act of 1933 and will be
governed by the final adjudication of such issue.

                                        5
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the Company
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of New  York,  State of New  York,  on this 28th day of
January, 1997.

                                               INTERNATIONAL POST LIMITED

                                               By: /S/ JEFFREY J. KAPLAN
                                                   ----------------------------
                                                   Jeffrey J. Kaplan
                          Executive Vice President and
                             Chief Financial Officer

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE  PRESENTS,  that  each of the  undersigned  whose
signature  appears below  constitutes and appoints Jeffrey J. Kaplan and Gary R.
Strack,  and each of them (with full  power of each of them to act  alone),  his
true and lawful  attorneys-in-fact  and agents,  with full power of substitution
and  resubstitution for him and on his behalf, and in his name, place and stead,
in any and all  capacities  to  execute  and  sign  any  and all  amendments  or
post-effective  amendments to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Commission,  granting unto said  attorneys-in-fact and agents, and each of them,
full  power  and  authority  to do and  perform  each and  every  act and  thing
requisite  or necessary  to be done in and about the  premises,  as fully to all
intents and  purposes as he might or could do in person,  hereby  ratifying  and
confirming all that said  attorneys-in-fact  and agents or any of them, or their
or his substitute or substitutes,  may lawfully do or cause to be done by virtue
hereof and the Company hereby confers like authority on its behalf.
Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the dates indicated.

Name and Signature           Title                                   Date
-----------------------      --------------------------         ----------------
                             President, Chief Executive         January 28, 1997
/S/ MARTIN IRWIN             Officer and  Director
-----------------------      (Principal Executive Officer)
Martin Irwin
                             Executive Vice President,          January 28, 1997
                             Chief Financial Officer
/S/ JEFFREY J. KAPLAN        and Director
-----------------------      (Principal Financial Officer)
Jeffrey J. Kaplan

                             Vice President, Treasurer          January 28, 1997
/S/ GARY R. STRACK           and Secretary
-----------------------      (Principal Accounting Officer)
Gary R. Strack

/S/ ROBERT H. ALTER          Director                           January 28, 1997
-----------------------
Robert H. Alter

/S/ JULIUS BARNATHAN         Director                           January 28, 1997
-----------------------
Julius Barnathan

/S/ TERRENCE A. ELKES        Director                           January 28, 1997
-----------------------
Terrence A. Elkes

/S/ KENNETH F. GORMAN        Director                           January 28, 1997
-----------------------
Kenneth F. Gorman

/S/ LOUIS H. SIRACUSANO      Director                           January 28, 1997
-----------------------
Louis H. Siracusano
INTERNATIONAL POST LIMITED

                                    FORM S-8
                             REGISTRATION STATEMENT

                                  EXHIBIT INDEX

                                                                    Sequentially
                                                                      Numbered
   Exhibit                                                              Page
   -------                                                          ------------

     4.1    International  Post Limited 1993 Long Term  Incentive
            Plan

     4.2    International  Post Limited Restricted Share Plan for
            Directors

     4.3    Stock  Option  Agreement,  dated as of  February  15,
            1994, between International Post Limited and Terrence
            A. Elkes

     4.4    Stock  Option  Agreement,  dated as of  February  15,
            1994, between  International Post Limited and Kenneth
            F. Gorman

     4.5    Stock  Option  Agreement,  dated as of  February  15,
            1994, between  International Post Limited and Jeffrey
            J. Kaplan

     5      Opinion of Shereff, Friedman, Hoffman & Goodman, LLP

     23.1   Consent of Arthur Andersen LLP

     23.2   Consent of Shereff,  Friedman,  Hoffman & Goodman,  LLP (included in
            Exhibit 5)

     24     Power of Attorney (included in signature page to this
            Registration Statement)