<PAGE>

     As filed with the Securities and Exchange Commission on June 27, 1997.
                                                       Registration No. 333-

================================================================================


                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549

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

                                 FORM S-8

                          REGISTRATION STATEMENT
                                   UNDER
                        THE SECURITIES ACT OF 1933

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

                             SOURCE MEDIA, INC.
          (Exact name of Registrant as specified in its charter)

                    DELAWARE                            13-3700438
         (State or other jurisdiction of             (I.R.S. Employer
         incorporation or organization)            Identification No.)

        8140 WALNUT HILL LANE, SUITE 1000
                  DALLAS, TEXAS                           75231
    (Address of Principal Executive Offices)            (Zip Code)

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

                            SOURCE MEDIA, INC.
                       EMPLOYEE STOCK PURCHASE PLAN

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

                            MARYANN WALSH, ESQ.
                             CORPORATE COUNSEL
                            SOURCE MEDIA, INC.
                     8140 WALNUT HILL LANE, SUITE 1000
                           DALLAS, TEXAS  75231
                  (Name and address of agent for service)

                              (214) 890-9050
       (Telephone number, including area code, of agent for service)

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

                      CALCULATION OF REGISTRATION FEE
<TABLE>
===============================================================================================================================
Title of securities to be     Amount to be      Proposed maximum offering         Proposed maximum               Amount of
      registered              registered(1)        price per share(2)         aggregate offering price(2)    registration fee
-------------------------------------------------------------------------------------------------------------------------------
<S>                               <C>                    <C>                         <C>                          <C>
Common Stock par value           100,000                $9.375                      $937,500                       $284.09
$.001 per share............      shares
===============================================================================================================================
(1)  Pursuant to Rule 416, shares issuable upon any stock split, stock dividend or similar transaction with respect to
     these shares are also being registered hereunder.
(2)  Estimated pursuant to Rules 457(h) solely for purposes of computing the registration fee.

================================================================================
</TABLE>


<PAGE>

                                    PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.   Plan Information.*

Item 2.   Registrant Information and Employee Plan Annual Information.*


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

*    Information required by Part I to be contained in the Section 10(a) 
     prospectus is omitted from this Registration Statement in accordance 
     with Rule 428 under the Securities Act of 1933 and the Note to Part I 
     of Form S-8.


<PAGE>

                                   PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

     The following documents, which Source Media, Inc. (formerly known as HB 
Communications Acquisition Corp.) (the "Company") has filed with the 
Commission pursuant to the Securities Act or the Securities Exchange Act of 
1934, as amended (the "Exchange Act"), are incorporated in this Registration 
Statement by reference and shall be deemed to be a part hereof:

     (i)  The Company's Annual Report on Form 10-K for the year ended 
          December 31, 1996;

    (ii)  The Company's Quarterly Report on Form 10-Q for the quarter ended 
          March 31, 1997; and

   (iii)  The description of the Common Stock of the Company contained in the 
          Company's Registration Statement on Form 8-A (Commission File No. 
          0-21894), as filed with the Commission pursuant to the Exchange Act 
          on June 10, 1993, as may be amended, modified or superseded by any
          report or amendment filed with the Commission for the purpose of 
          updating such description.

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

     Any statement contained in this Registration Statement, in an amendment 
hereto or in a document 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, in any subsequently filed amendment 
to this Registration Statement, or in any document that also is incorporated 
by reference herein modifies or supersedes such statement.  Any 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.

ITEM 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS.

DELAWARE GENERAL CORPORATION LAW

     Section 145(a) of the Delaware General Corporation Law (the "DGCL") 
provides that a corporation may 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, 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 
attorney's 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.


                                      II-1

<PAGE>

     Section 145(b) of the DGCL provides that a corporation may 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 he 
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) 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 and 
except that no indemnification shall 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(c) of the DGCL provides that to the extent that a director, 
officer, employee or agent 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 defense of any claim, issue or 
matter therein, he shall be indemnified against expenses (including 
attorney's fees) actually and reasonably incurred by him in connection 
therewith.

     Section 145(d) of the DGCL provides that any indemnification under 
subsections (a) and (b) of Section 145 (unless ordered by a court) shall be 
made by the corporation only as authorized in the specific case upon a 
determination that indemnification of the director, officer, employee or 
agent is proper in the circumstances because he has met the applicable 
standard of conduct set forth in subsections (a) and (b) of Section 145.  
Such determination shall be made (1) by a majority vote of the directors who 
are not parties to such action, suit or proceeding, even though less than a 
quorum, or (2) if there are no such directors, or if such directors so 
direct, by independent legal counsel in a written opinion, or (3) by the 
stockholders.

     Section 145(e) of the DGCL provides that expenses (including attorney's 
fees) incurred by an officer or director in defending any civil, criminal, 
administrative or investigative action, suit or proceeding may 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 such director or 
officer to repay such amount if it shall ultimately be determined chat he is 
not entitled to be indemnified by the corporation as authorized in Section 
145.  Such expenses (including attorneys' fees) incurred by other employees 
and agents may be so paid upon such terms and conditions, if any, as the 
board of directors deems appropriate.

RESTATED CERTIFICATE OF INCORPORATION

     The Restated Certificate of Incorporation of the Company, as amended, 
provides that a director of the Company shall not be personally liable to the 
Company or its stockholders for monetary damages for breach of fiduciary duty 
as a director, except for liability (i) for any breach of the director's duty 
of loyalty to the Company or its stockholders, (ii) for acts or omissions not 
in good faith or which involve intentional misconduct or a knowing violation 
of law, (iii) under Section 174 of the DGCL (in respect of certain unlawful 
dividend payments or stock purchases or redemptions), or (iv) for a 
transaction from which the director derived an improper personal benefit.  If 
the DGCL is amended to authorize the further elimination or limitation of the 
liability of directors, then the liability of a director of the Company, in 
addition to the limitation on personal liability described above, shall be 
limited to the fullest extent permitted by the DGCL, as so amended.  Any 
repeal or modification of such provision of the Restated Certificate of 
Incorporation by the stockholders of the Company shall not adversely affect 
any right or protection of a director of the Company with respect to events 
occurring prior to the time of such repeal or modification.

BYLAWS

     The By-laws of the Company, as amended, provide that each director or 
officer of the Company 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 Company), by reason of the fact that he or 
she is or was or has agreed to become a director, officer, employee or agent 
of the Company or is or was serving or has agreed to serve at the request of 
the Company as a director, officer, employee or agent of another corporation, 
partnership, joint venture, trust or other enterprise, or by reason of any 
action alleged to have been taken or omitted in such capacity, shall be 
indemnified by the Company against all costs, charges, expenses (including 
attorneys' fees), judgments, fines and amounts paid in settlement actually 
and reasonably incurred by such person or on such person's behalf in 
connection therewith and any appeal therefrom, if such person acted in good 
faith and in a manner he or she reasonably believed to be in or not opposed 
to the best interests of the Company, and, with respect 


                                     II-2

<PAGE>

to any criminal action or proceeding, had no reasonable cause to believe his 
or her 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 meet the standards of conduct set forth in the By-laws.

     The By-laws further provide that the Company shall indemnify any 
director or officer 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 Company to procure a judgment in its favor by reason of the fact that he 
is or was or has agreed to become a director, officer, employee or agent of 
the Company, or is or was serving or has agreed to serve at the request of 
the Company as a director, officer, employee or agent of another corporation, 
partnership, joint venture, trust or other enterprise, or by reason of any 
action alleged to have been taken or omitted in such capacity, against costs, 
charges and expenses (including attorneys' fees) actually and reasonably 
incurred by him or on his behalf in connection with the defense or settlement 
of such action or suit and any appeal therefrom, 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 Company, except that no indemnification shall be made in 
respect of any claim, issue or matter as to which such person shall have been 
adjudged to be liable to the Company unless and only to the extent that the 
Court of Chancery of Delaware or the court in which such action or suit was 
brought shall determine upon application that, despite the adjudication of 
such liability but in view of all the circumstances of the case, such person 
is fairly and reasonably entitled to indemnity for such costs, charges and 
expenses which the Court of Chancery or such other court shall deem proper.

     Notwithstanding such provisions to the contrary, to the extent that a 
director or officer of the Company has been successful on the merits or 
otherwise, including, without limitation, the dismissal of an action without 
prejudice, in defense of any action, suit or proceeding or in the defense of 
any claim, issue or matter therein, he or she shall be indemnified against 
all costs, charges and expenses (including attorneys' fees) actually and 
reasonably incurred by him or her or on his or her behalf in connection 
therewith.

     The right to indemnification provided by the By-laws shall not be deemed 
exclusive of any other rights to which a person seeking indemnification may 
be entitled under any law (common or statutory), agreement, vote of 
stockholders or disinterested directors or otherwise, both as to action in 
his official capacity and to action in another capacity while holding office 
and shall continue as to a person who has ceased to be a director or officer 
and shall inure to the benefit of the estate, heirs, executors and 
administrators of such person.

ITEM 8.  EXHIBITS.

       EXHIBIT
       NUMBER                    DOCUMENT DESCRIPTION
       -------                   --------------------
         5.1        Opinion of Thompson & Knight, P.C.

        23.1        Consent of Thompson & Knight, P.C. (included in the opinion 
                    filed as Exhibit 5.1 to this Registration Statement).

        23.2        Consent of Ernst & Young LLP, independent auditors.

         24         Powers of Attorney (included on the signature page of this 
                    Registration Statement).

ITEM 9.  UNDERTAKINGS.

     (a)  The Company 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 this Registration Statement (or the most 
          recent post-effective amendment thereof) which, individually or in 
          the aggregate, represent a fundamental change in the information
          set forth in this Registration Statement;


                                     II-3

<PAGE>

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

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

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

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









                                     II-4

<PAGE>

                                  SIGNATURES


     Pursuant to the requirements of the Securities Act of 1933, Source 
Media, Inc. 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 Dallas, State of Texas, on June 27, 
1997.

                                    SOURCE MEDIA, INC.



                                    By: /s/ Timothy P. Peters
                                       -----------------------------------
                                       Timothy P. Peters
                                       Chairman of the Board and
                                       Chief Executive Officer


     KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors 
and officers of Source Media, Inc., a Delaware corporation, which is filing a 
Registration Statement on Form S-8 with the Securities and Exchange 
Commission under the provisions of the Securities Act of 1933 hereby 
constitutes and appoints Timothy P. Peters, Maryann Walsh and Michael G. 
Pate, and each of them, his true and lawful attorneys-in-fact and agents, 
with full power of substitution and resubstitution, for him and in his name, 
place and stead, and in any and all capacities, to sign such Registration 
Statement and any or all amendments thereto and all other documents in 
connection therewith to be filed with the Securities and Exchange Commission, 
it being understood that said attorneys-in-fact and agents, and each of them, 
shall have full power and authority to do and perform each and every act and 
thing requisite and necessary to be done in and about the premises, as fully 
to all intents and purposes as he might or could do in person and that each 
of the undersigned hereby ratifies and confirms all that said 
attorneys-in-fact as agents or any of them, or their substitute or 
substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended, 
this Registration Statement has been signed by the following persons in the 
capacities on June 27, 1997.

<TABLE>
           Signature                                 Title                          Date
           ---------                                 -----                          ----
<S>                                                 <C>                              <C>

   /s/ Timothy P. Peters                  Chairman of the Board and Chief       June 27, 1997
--------------------------------                 Executive Officer
    Timothy P. Peters                     (principal executive officer)


    /s/ Michael G. Pate                     Chief Financial Officer and         June 27, 1997
--------------------------------          Treasurer (Principal Financial
      Michael G. Pate                          and Accounting Officer)



  /s/ William S. Bedford                      Chief Operating Officer           June 27, 1997
--------------------------------                   and Director
    William S. Bedford



     /s/ John J. Reed                          President and Director           June 27, 1997
--------------------------------
       John J. Reed


                                       II-5

<PAGE>


  /s/ David L. Kuykendall                             Director                  June 27, 1997
--------------------------------
    David L. Kuykendall



 /s/ James L. Greenwald                               Director                  June 27, 1997
--------------------------------
   James L. Greenwald



 /s/ Michael J. Marocco                               Director                  June 27, 1997
--------------------------------
   Michael J. Marocco



    /s/ Robert H. Alter                               Director                  June 27, 1997
--------------------------------
      Robert H. Alter



                                                      Director                  June __, 1997
--------------------------------
    Robert J. Cresci
</TABLE>




                                       II-6
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 25294}]
{"company-data": {"conformed-name": "SOURCE MEDIA INC", "cik": "0000900029", "assigned-sic": "4822", "irs-number": "133700438", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-30197", "film-number": "97631616"}, "business-address": {"street1": "8140 WALNUT HILL LANE STE 1000", "city": "DALLAS", "state": "TX", "zip": "75231", "phone": "9146695811"}, "mail-address": {"street1": "8140 WALNUT HILL LANE", "street2": "STE 1000", "city": "DALLAS", "state": "TX", "zip": "75231"}, "former-company": {"former-conformed-name": "HB COMMUNICATIONS ACQUISITION CORP", "date-changed": "19950703"}}
As filed with the Securities and Exchange Commission on June 27, 1997.
                                                       Registration No. 333-

================================================================================

                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549

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

                                 FORM S-8

                          REGISTRATION STATEMENT
                                   UNDER
                        THE SECURITIES ACT OF 1933

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

                             SOURCE MEDIA, INC.
          (Exact name of Registrant as specified in its charter)

                    DELAWARE                            13-3700438
         (State or other jurisdiction of             (I.R.S. Employer
         incorporation or organization)            Identification No.)

        8140 WALNUT HILL LANE, SUITE 1000
                  DALLAS, TEXAS                           75231
    (Address of Principal Executive Offices)            (Zip Code)

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

                            SOURCE MEDIA, INC.
                       EMPLOYEE STOCK PURCHASE PLAN

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

                            MARYANN WALSH, ESQ.
                             CORPORATE COUNSEL
                            SOURCE MEDIA, INC.
                     8140 WALNUT HILL LANE, SUITE 1000
                           DALLAS, TEXAS  75231
                  (Name and address of agent for service)

                              (214) 890-9050
       (Telephone number, including area code, of agent for service)

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

                      CALCULATION OF REGISTRATION FEE

===============================================================================================================================
Title of securities to be     Amount to be      Proposed maximum offering         Proposed maximum               Amount of
      registered              registered(1)        price per share(2)         aggregate offering price(2)    registration fee
-------------------------------------------------------------------------------------------------------------------------------
Common Stock par value           100,000                $9.375                      $937,500                       $284.09
$.001 per share............      shares
===============================================================================================================================
(1)  Pursuant to Rule 416, shares issuable upon any stock split, stock dividend or similar transaction with respect to
     these shares are also being registered hereunder.
(2)  Estimated pursuant to Rules 457(h) solely for purposes of computing the registration fee.

================================================================================
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.   Plan Information.*

Item 2.   Registrant Information and Employee Plan Annual Information.*

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

*    Information required by Part I to be contained in the Section 10(a) 
     prospectus is omitted from this Registration Statement in accordance 
     with Rule 428 under the Securities Act of 1933 and the Note to Part I 
     of Form S-8.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

     The following documents, which Source Media, Inc. (formerly known as HB 
Communications Acquisition Corp.) (the "Company") has filed with the 
Commission pursuant to the Securities Act or the Securities Exchange Act of 
1934, as amended (the "Exchange Act"), are incorporated in this Registration 
Statement by reference and shall be deemed to be a part hereof:

     (i)  The Company's Annual Report on Form 10-K for the year ended 
          December 31, 1996;

    (ii)  The Company's Quarterly Report on Form 10-Q for the quarter ended 
          March 31, 1997; and

   (iii)  The description of the Common Stock of the Company contained in the 
          Company's Registration Statement on Form 8-A (Commission File No. 
          0-21894), as filed with the Commission pursuant to the Exchange Act 
          on June 10, 1993, as may be amended, modified or superseded by any
          report or amendment filed with the Commission for the purpose of 
          updating such description.

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

     Any statement contained in this Registration Statement, in an amendment 
hereto or in a document 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, in any subsequently filed amendment 
to this Registration Statement, or in any document that also is incorporated 
by reference herein modifies or supersedes such statement.  Any 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.

ITEM 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS.

DELAWARE GENERAL CORPORATION LAW

     Section 145(a) of the Delaware General Corporation Law (the "DGCL") 
provides that a corporation may 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, 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 
attorney's 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.

                                      II-1
Section 145(b) of the DGCL provides that a corporation may 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 he 
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) 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 and 
except that no indemnification shall 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(c) of the DGCL provides that to the extent that a director, 
officer, employee or agent 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 defense of any claim, issue or 
matter therein, he shall be indemnified against expenses (including 
attorney's fees) actually and reasonably incurred by him in connection 
therewith.

     Section 145(d) of the DGCL provides that any indemnification under 
subsections (a) and (b) of Section 145 (unless ordered by a court) shall be 
made by the corporation only as authorized in the specific case upon a 
determination that indemnification of the director, officer, employee or 
agent is proper in the circumstances because he has met the applicable 
standard of conduct set forth in subsections (a) and (b) of Section 145.  
Such determination shall be made (1) by a majority vote of the directors who 
are not parties to such action, suit or proceeding, even though less than a 
quorum, or (2) if there are no such directors, or if such directors so 
direct, by independent legal counsel in a written opinion, or (3) by the 
stockholders.

     Section 145(e) of the DGCL provides that expenses (including attorney's 
fees) incurred by an officer or director in defending any civil, criminal, 
administrative or investigative action, suit or proceeding may 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 such director or 
officer to repay such amount if it shall ultimately be determined chat he is 
not entitled to be indemnified by the corporation as authorized in Section 
145.  Such expenses (including attorneys' fees) incurred by other employees 
and agents may be so paid upon such terms and conditions, if any, as the 
board of directors deems appropriate.

RESTATED CERTIFICATE OF INCORPORATION

     The Restated Certificate of Incorporation of the Company, as amended, 
provides that a director of the Company shall not be personally liable to the 
Company or its stockholders for monetary damages for breach of fiduciary duty 
as a director, except for liability (i) for any breach of the director's duty 
of loyalty to the Company or its stockholders, (ii) for acts or omissions not 
in good faith or which involve intentional misconduct or a knowing violation 
of law, (iii) under Section 174 of the DGCL (in respect of certain unlawful 
dividend payments or stock purchases or redemptions), or (iv) for a 
transaction from which the director derived an improper personal benefit.  If 
the DGCL is amended to authorize the further elimination or limitation of the 
liability of directors, then the liability of a director of the Company, in 
addition to the limitation on personal liability described above, shall be 
limited to the fullest extent permitted by the DGCL, as so amended.  Any 
repeal or modification of such provision of the Restated Certificate of 
Incorporation by the stockholders of the Company shall not adversely affect 
any right or protection of a director of the Company with respect to events 
occurring prior to the time of such repeal or modification.

BYLAWS

     The By-laws of the Company, as amended, provide that each director or 
officer of the Company 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 Company), by reason of the fact that he or 
she is or was or has agreed to become a director, officer, employee or agent 
of the Company or is or was serving or has agreed to serve at the request of 
the Company as a director, officer, employee or agent of another corporation, 
partnership, joint venture, trust or other enterprise, or by reason of any 
action alleged to have been taken or omitted in such capacity, shall be 
indemnified by the Company against all costs, charges, expenses (including 
attorneys' fees), judgments, fines and amounts paid in settlement actually 
and reasonably incurred by such person or on such person's behalf in 
connection therewith and any appeal therefrom, if such person acted in good 
faith and in a manner he or she reasonably believed to be in or not opposed 
to the best interests of the Company, and, with respect 

                                     II-2
to any criminal action or proceeding, had no reasonable cause to believe his 
or her 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 meet the standards of conduct set forth in the By-laws.

     The By-laws further provide that the Company shall indemnify any 
director or officer 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 Company to procure a judgment in its favor by reason of the fact that he 
is or was or has agreed to become a director, officer, employee or agent of 
the Company, or is or was serving or has agreed to serve at the request of 
the Company as a director, officer, employee or agent of another corporation, 
partnership, joint venture, trust or other enterprise, or by reason of any 
action alleged to have been taken or omitted in such capacity, against costs, 
charges and expenses (including attorneys' fees) actually and reasonably 
incurred by him or on his behalf in connection with the defense or settlement 
of such action or suit and any appeal therefrom, 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 Company, except that no indemnification shall be made in 
respect of any claim, issue or matter as to which such person shall have been 
adjudged to be liable to the Company unless and only to the extent that the 
Court of Chancery of Delaware or the court in which such action or suit was 
brought shall determine upon application that, despite the adjudication of 
such liability but in view of all the circumstances of the case, such person 
is fairly and reasonably entitled to indemnity for such costs, charges and 
expenses which the Court of Chancery or such other court shall deem proper.

     Notwithstanding such provisions to the contrary, to the extent that a 
director or officer of the Company has been successful on the merits or 
otherwise, including, without limitation, the dismissal of an action without 
prejudice, in defense of any action, suit or proceeding or in the defense of 
any claim, issue or matter therein, he or she shall be indemnified against 
all costs, charges and expenses (including attorneys' fees) actually and 
reasonably incurred by him or her or on his or her behalf in connection 
therewith.

     The right to indemnification provided by the By-laws shall not be deemed 
exclusive of any other rights to which a person seeking indemnification may 
be entitled under any law (common or statutory), agreement, vote of 
stockholders or disinterested directors or otherwise, both as to action in 
his official capacity and to action in another capacity while holding office 
and shall continue as to a person who has ceased to be a director or officer 
and shall inure to the benefit of the estate, heirs, executors and 
administrators of such person.

ITEM 8.  EXHIBITS.

       EXHIBIT
       NUMBER                    DOCUMENT DESCRIPTION
       -------                   --------------------
         5.1        Opinion of Thompson & Knight, P.C.

        23.1        Consent of Thompson & Knight, P.C. (included in the opinion 
                    filed as Exhibit 5.1 to this Registration Statement).

        23.2        Consent of Ernst & Young LLP, independent auditors.

         24         Powers of Attorney (included on the signature page of this 
                    Registration Statement).

ITEM 9.  UNDERTAKINGS.

     (a)  The Company 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 this Registration Statement (or the most 
          recent post-effective amendment thereof) which, individually or in 
          the aggregate, represent a fundamental change in the information
          set forth in this Registration Statement;

                                     II-3
(iii)  To include any material information with respect to the 
          plan of distribution not previously disclosed in this Registration 
          Statement or any material change in the information set forth in this 
          Registration Statement;

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

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

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

                                     II-4
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, Source 
Media, Inc. 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 Dallas, State of Texas, on June 27, 
1997.

                                    SOURCE MEDIA, INC.

                                    By: /s/ Timothy P. Peters
                                       -----------------------------------
                                       Timothy P. Peters
                                       Chairman of the Board and
                                       Chief Executive Officer

     KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors 
and officers of Source Media, Inc., a Delaware corporation, which is filing a 
Registration Statement on Form S-8 with the Securities and Exchange 
Commission under the provisions of the Securities Act of 1933 hereby 
constitutes and appoints Timothy P. Peters, Maryann Walsh and Michael G. 
Pate, and each of them, his true and lawful attorneys-in-fact and agents, 
with full power of substitution and resubstitution, for him and in his name, 
place and stead, and in any and all capacities, to sign such Registration 
Statement and any or all amendments thereto and all other documents in 
connection therewith to be filed with the Securities and Exchange Commission, 
it being understood that said attorneys-in-fact and agents, and each of them, 
shall have full power and authority to do and perform each and every act and 
thing requisite and necessary to be done in and about the premises, as fully 
to all intents and purposes as he might or could do in person and that each 
of the undersigned hereby ratifies and confirms all that said 
attorneys-in-fact as agents or any of them, or their substitute or 
substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended, 
this Registration Statement has been signed by the following persons in the 
capacities on June 27, 1997.

           Signature                                 Title                          Date
           ---------                                 -----                          ----
/s/ Timothy P. Peters                  Chairman of the Board and Chief       June 27, 1997
--------------------------------                 Executive Officer
    Timothy P. Peters                     (principal executive officer)

    /s/ Michael G. Pate                     Chief Financial Officer and         June 27, 1997
--------------------------------          Treasurer (Principal Financial
      Michael G. Pate                          and Accounting Officer)

  /s/ William S. Bedford                      Chief Operating Officer           June 27, 1997
--------------------------------                   and Director
    William S. Bedford

     /s/ John J. Reed                          President and Director           June 27, 1997
--------------------------------
       John J. Reed

                                       II-5
/s/ David L. Kuykendall                             Director                  June 27, 1997
--------------------------------
    David L. Kuykendall

 /s/ James L. Greenwald                               Director                  June 27, 1997
--------------------------------
   James L. Greenwald

 /s/ Michael J. Marocco                               Director                  June 27, 1997
--------------------------------
   Michael J. Marocco

    /s/ Robert H. Alter                               Director                  June 27, 1997
--------------------------------
      Robert H. Alter

                                                      Director                  June __, 1997
--------------------------------
    Robert J. Cresci
II-6