As filed with the Securities and Exchange Commission on October 10, 1997

                                                     Registration No. ________


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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      under
                           the Securities Act of 1933
                                 --------------

                          NIMBUS CD INTERNATIONAL, INC.
             (Exact name of registrant as specified in its charter)

              Delaware                             54-1651183
    (State or other jurisdiction                (I.R.S. Employer
  of incorporation or organization)            Identification No.)

623 Welsh Run Road, Guildford Farm, Ruckersville, Virginia            22968
(Address of principal executive offices)                           (Zip Code)

                              AMENDED AND RESTATED
                          NIMBUS CD INTERNATIONAL, INC.
                     1995 STOCK OPTION AND STOCK AWARD PLAN

                                       and

                          NIMBUS CD INTERNATIONAL, INC.
                1995 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
                            (Full title of the plan)


          L. Steven Minkel            Copy to:      Patricia Merrill, Esq.
Executive Vice President and Secretary   McGuire, Woods, Battle & Boothe, L.L.P.
    Nimbus CD International, Inc.                       P.O. Box 1288
 623 Welsh Run Road, Guildford Farm            Charlottesville, Virginia  22902
    Ruckersville, Virginia  22968                 Telephone:  (804) 977-2545
      Telephone: (804) 985-1100
 (Name, address and telephone number,
including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE

 ---------------- ---------------- --------------- --------------- =============

    Title of                          Proposed        Proposed
  Securities to    Amount to be       Maximum         Maximum        Amount of
  be Registered     Registered        Offering       Aggregate      Registration
                                     Price Per        Offering          Fee
                                     Share (1)        Price(1)

     Common
  Stock, $0.01       2,724,832        $11.125       $30,313,756       $9185.99
    par value         shares
 ================ ================ --------------- --------------- =============

(1) Estimated  solely for the purpose of determining  the  registration  fee and
based,  pursuant to Rule 457(c) and (h)(1) under the  Securities Act of 1933, on
the average of the high and low per share sales price of the registrant's Common
Stock as reported on the Nasdaq National Market on October 8, 1997.

     The securities covered by this Registration Statement will be (i) issued to
employees of the Registrant  from time to time pursuant to stock options,  stock
appreciation  rights,  restricted  stock  awards  and  bonuses  payable in stock
granted or to be granted under the Amended and Restated Nimbus CD International,
Inc.  1995 Stock Option and Stock Award Plan and (ii) issued to directors of the
Registrant  who are not  employees  of the  Registrant  or its  subsidiaries  or
affiliates  from time to time pursuant to stock options granted or to be granted
under the Nimbus CD International,  Inc. 1995 Stock Option Plan for Non-Employee
Directors.

          PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

      Nimbus CD  International,  Inc. (the  "Company")  hereby  incorporates  by
reference into this  Registration  Statement the following  documents which have
been filed with the Securities and Exchange Commission (the "Commission"):

      (a)   the  Company's  Annual Report on Form 10-K for the fiscal year ended
            March 31, 1997 filed on June 27, 1997  pursuant to Rule 15(d) of the
            Securities Exchange Act of 1934, as amended (the "Exchange Act");

      (b)   all other  reports  filed  pursuant to Section 13(a) or 15(d) of the
            Exchange Act since March 31, 1997, including the Company's Quarterly
            Report on Form 10-Q for the fiscal quarter ended June 30, 1997 filed
            on August 12, 1997; and

      (c)   the  description  of the  Company's  Common  Stock  contained in the
            Company's  Registration  Statement  on Form 8-A filed on October 26,
            1995 with the Commission.

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

Item 6.     Indemnification of Directors and Officers

      The Company's Restated  Certificate of Incorporation  provides that to the
fullest  extent  permitted by the Delaware  General  Corporation  Law ("Delaware
Law"),  a  director  of the  Company  shall not be liable to the  Company or its
stockholders  for monetary  damages for breach of fiduciary  duty as a director.
Under current  Delaware Law,  liability of a director may not be limited (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 that  involve  intentional
misconduct or a knowing  violation of law, (iii) in respect of certain  unlawful
dividend  payments  or  stock  redemptions  or  repurchases,  and  (iv)  for any
transaction from which the director derives an improper  personal  benefit.  The
effect of the provision of the Company's  Restated  Certificate of Incorporation
is to  eliminate  the  rights  of the  Company  and  its  stockholders  (through
stockholders'  derivative  suits on behalf of the  Company) to recover  monetary
damages  against  a  director  for  breach  of the  fiduciary  duty of care as a
director  (including  breaches  resulting  from  negligent or grossly  negligent
behavior) except in the situations  described in clauses (i) through (iv) above.
This  provision  does not limit or  eliminate  the rights of the  Company or any
stockholder  to seek  nonmonetary  relief such as an injunction or rescission in
the event of a breach of a director's  duty of care. In addition,  the Company's
Restated  Bylaws  provide  that  the  Company  shall  indemnify  its  directors,
officers, employees and agents to the fullest extent permitted by Delaware Law.

      The Company has entered into agreements (the "Indemnification Agreements")
with each of the  directors  and  officers of the Company  pursuant to which the
Company agrees to indemnify  such director or officer from claims,  liabilities,
damages,  expenses,  losses,  costs,  penalties  or amounts  paid in  settlement
incurred  by such  director  or officer  and  arising  out of his  capacity as a
director,  officer,  employee  and/or agent of the  corporation of which he is a
director  or  officer  to  the  maximum  extent   provided  by  applicable  law.
Furthermore,  such  director or officer is entitled to an advance of expenses to
the  maximum  extent  authorized  or  permitted  by law to meet the  obligations
indemnified against. The Indemnification Agreements also obligate the Company to
purchase and maintain  insurance  for the benefit and on behalf of its directors
and  officers  insuring  against  all  liabilities  that may be incurred by such
director  or officer in or arising out of his  capacity as a director,  officer,
employee and/or agent of the Company.

      To the  extent  that the Board of  Directors  or the  stockholders  of the
Company  may in the future wish to limit or repeal the ability of the Company to
indemnify directors and officers, such repeal or limitation may not be effective
as to directors  and officers who are currently  parties to the  Indemnification
Agreements, because their rights to full protection are contractually assured by
the Indemnification  Agreements. It is anticipated that similar contracts may be
entered  into,  from time to time,  with future  directors  and  officers of the
Company.

      The  Company  maintains  a standard  policy of  officers'  and  directors'
liability insurance.


Item 8. Exhibits


  Exhibit
   Number                     Exhibit Description

    4.1    Restated Certificate of Incorporation of the Company
           (incorporated by reference to Exhibit 3.1 to the
           Company's Registration Statement on Form S-1,
           Registration No. 33-75632 ("Registrant's 1995 S-1")).

    4.2    Restated Bylaws of the Company  (incorporated by reference to Exhibit
           3.2 to Registrant's 1995 S-1).

    4.3    Form  of  Certificate  Representing  Common  Stock  (incorporated  by
           reference to Exhibit 4.1 to Registrant's 1995 S-1).

    4.4    Stockholders Agreement  (incorporated by reference to Exhibit 10.3 to
           Registrant's 1995 S-1).

    4.5    Form of Registration  Rights Agreement  (incorporated by reference to
           Exhibit 10.10 to Registrant's 1995 S-1).

    5.1    Opinion of McGuire, Woods, Battle & Boothe, L.L.P.

    23.1   Consent of Coopers & Lybrand L.L.P.

    23.2   Consent of McGuire, Woods, Battle & Boothe, L.L.P.
           (included as part of Exhibit 5.1).

    24.1   Powers of Attorney

    99.1   Amended and Restated Nimbus CD International, Inc. 1995
           Stock Option and Stock Award Plan (incorporated by
           reference to Exhibit 10.9 of Registrant's 1996 Annual
           Report on Form 10-K).

    99.2   Nimbus CD International, Inc. 1995 Stock Option Plan for
           Non-Employee Directors (incorporated by reference to
           Exhibit 10.12 of Registrant's 1995 S-1).

Item 9. Undertakings

     The undersigned registrant hereby undertakes:

   (a)(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  the   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 the registration
statement;

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

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

      (2)  That,  for  the  purpose  of  determining  any  liability  under  the
Securities Act of 1933, 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) That, for purposes of determining  any liability under the Securities Act
of 1933, each filing of the registrant's annual report pursuant to Section 13(a)
or Section 15 (d) of the Exchange Act that is  incorporated  by reference in the
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 of 1933 may be permitted to directors,  officers and controlling  persons of
the  registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
registrant  has  been  advised  that  in  the  opinion  of the  Commission  such
indemnification  is  against  public  policy  as  expressed  in the  Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the registrant of expenses incurred
or paid by a director or controlling  person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling  person in connection with the securities being  registered,  the
registrant  will,  unless in the  opinion  of its  counsel  the  matter has been
settled by controlling precedent,  submit to a court of appropriate jurisdiction
the question  whether such  indemnification  by it is against  public  policy as
expressed  in the Act and will be  governed  by the final  adjudication  of such
issue.

                                   SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the County of Greene, Commonwealth of Virginia.

                                           NIMBUS CD INTERNATIONAL, INC.

Dated: October 10, 1997                    /s/ L. Steven Minkel
                                           L. Steven Minkel
                                           Executive   Vice   President,   Chief
                                           Financial Officer and Secretary

Pursuant to the  requirements of the Securities Act of 1933,  this  registration
statement has been signed by the following  persons in the capacities and on the
date indicated.

                                           /s/ Lyndon J. Faulkner
                                           Chairman  of the Board of  Directors,
                                           President,  Chief  Executive  Officer
                                           (Principal Executive Officer)

                                           /s/ L. Steven Minkel
                                           Director,  Executive  Vice  President
                                           and    Chief    Financial     Officer
                                           (Principal Financial Officer)

                                           /s/ Gary E. Krutul
                                           Controller    (Principal   Accounting
                                           Officer)

                                           *Charles Ayres
                                           Director

                                           *Darryl G. Behrman
                                           Director

                                           *Grant G. Behrman
                                           Director

                                           *Robert M. Davidson
                                           Director

                                           *David E. De Leeuw
                                           Director

                                           *Anthony V. Dub
                                           Director

                                           *George E. McCown
                                           Director

                                           *Glenn S. McKenzie
                                           Director
-------------------------------------
* By L. Steven Minkel as Attorney-in-Fact.

                                  EXHIBIT INDEX

Exhibit
  Number                Exhibit Description

   4.1     Restated Certificate of Incorporation of the
           Company (incorporated by reference to Exhibit
           3.1 to the Company's Registration Statement
           on Form S-1, Registration No. 33-75632
           ("Registrant's 1995 S-1")).

   4.2     Restated Bylaws of the Company (incorporated
           by reference to Exhibit 3.2 to Registrant's
           1995 S-1).

   4.3     Form of Certificate Representing Common Stock
           (incorporated by reference to Exhibit 4.1 to
           Registrant's 1995 S-1).

   4.4     Stockholders Agreement (incorporated by
           reference to Exhibit 10.3 to Registrant's
           1995 S-1).

   4.5     Form of Registration Rights Agreement
           (incorporated by reference to Exhibit 10.10
           to Registrant's 1995 S-1).

   5.1     Opinion of McGuire, Woods, Battle & Boothe,
           L.L.P.

   23.1    Consent of Coopers & Lybrand L.L.P.

   23.2    Consent of McGuire, Woods, Battle & Boothe,
           L.L.P. (included as part of Exhibit 5.1).

   24.1    Powers of Attorney

    99.1   Amended and Restated Nimbus CD
           International, Inc. 1995 Stock Option and
           Stock Award Plan (incorporated by reference
           to Exhibit 10.9 of Registrant's 1996 Annual
           Report on Form 10-K).

    99.2   Nimbus CD International, Inc. 1995 Stock
           Option Plan for Non-Employee Directors
           (incorporated by reference to Exhibit 10.12
           of Registrant's 1995 S-1).


                                   Exhibit 5.1


                     McGuire, Woods, Battle & Boothe, L.L.P.

                              Court Square Building
                              Post Office Box 1288
                      Charlottesville, Virginia 22902-1288

                                October 10, 1997


Nimbus CD International, Inc.
623 Welsh Run Road
Guildford Farm
Ruckersville, Virginia 22968

Ladies and Gentlemen:

      Nimbus CD International,  Inc. (the "Company") proposes to file as soon as
possible with the Securities and Exchange Commission,  a registration  statement
on Form S-8 (the "Registration  Statement") relating to the Amended and Restated
Nimbus CD International, Inc. 1995 Stock Option and Stock Award Plan, as amended
(the "Employee  Plan") and the Nimbus CD  International,  Inc. 1995 Stock Option
Plan  for  Non-Employee   Directors,  as  amended  (the  "Director  Plan").  The
Registration  Statement  covers (i) 2,674,832  shares of Common Stock, par value
$0.01, of the Company (the "Common Stock") which have been reserved for issuance
under the Employee  Plan and (ii) 50,000  shares of Common Stock which have been
reserved for issuance under the Director Plan.

      We are of the opinion that (i) the 2,674,832  shares of Common Stock which
are  authorized  for issuance under the Employee Plan and (ii) the 50,000 shares
of Common Stock which are authorized for issuance under the Director Plan,  when
issued and sold in accordance  with the terms and  provisions of the  respective
plans, will be duly authorized, legally issued, fully paid and nonassessable.

      We  consent to the use of this  opinion  as Exhibit 5 to the  Registration
Statement.

                                          Very truly yours,



                                          MCGUIRE, WOODS, BATTLE & BOOTHE,L.L.P.


                                  Exhibit 23.1

                       CONSENT OF COOPERS & LYBRAND L.L.P.


     We consent to the incorporation by reference in this registration statement
of Nimbus CD International,  Inc. (the "Company") on Form S-8 of our report
dated May 21, 1997, on our audits of the consolidated  financial  statements and
financial  statement schedules of the Company as of March 31, 1997 and 1996, and
for each of the three years in the period ended March 31, 1997,  which report is
included in the  Company's  Annual  Report on Form 10-K for the year ended March
31, 1997.

Richmond, Virginia                                      COOPERS & LYBRAND L.L.P.
October 10, 1997


                                  Exhibit 24.1

                               Powers of Attorney


      I, Charles Ayres, a duly elected  director or executive  officer of NIMBUS
CD  INTERNATIONAL,  INC.,  a Delaware  corporation  (the  "Company"),  do hereby
constitute and appoint L. Steven Minkel or Gary E. Krutul, or either of them, my
true  and  lawful   attorney-in-fact   and  agent,   each  with  full  power  of
substitution,  for me and in my name, place and stead, in any and all capacities
(including,  without limitation, as Director and/or Principal Executive Officer,
Principal Financial Officer,  Principal  Accounting Officer of the Company),  to
sign the  Company's  registration  statement  on Form S-8  pursuant to which the
unissued shares reserved for issuance under both the Amended and Restated Nimbus
CD International,  Inc. 1995 Stock Option and Stock Award Plan and the Nimbus CD
International,  Inc.  Stock  Option  Plan  for  Non-Employee  Directors  will be
registered,  which is to be filed with the Securities  and Exchange  Commission,
with all exhibits  thereto,  and any and all documents in connection  therewith,
hereby granting unto said attorney-in-fact and agent full power and authority to
do and perform any and all acts and things  requisite  and necessary to be done,
any hereby ratifying and confirming all that said attorney-in-fact and agent may
do or cause to be done by virtue hereof.

      IN WITNESS  WHEREOF,  the  undersigned  has executed this instrument as of
October 8, 1997.
                                    /s/ Charles Ayres


      I, Darryl G.  Behrman,  a duly elected  director or  executive  officer of
NIMBUS CD INTERNATIONAL, INC., a Delaware corporation (the "Company"), do hereby
constitute and appoint L. Steven Minkel or Gary E. Krutul, or either of them, my
true  and  lawful   attorney-in-fact   and  agent,   each  with  full  power  of
substitution,  for me and in my name, place and stead, in any and all capacities
(including,  without limitation, as Director and/or Principal Executive Officer,
Principal Financial Officer,  Principal  Accounting Officer of the Company),  to
sign the  Company's  registration  statement  on Form S-8  pursuant to which the
unissued shares reserved for issuance under both the Amended and Restated Nimbus
CD International,  Inc. 1995 Stock Option and Stock Award Plan and the Nimbus CD
International,  Inc.  Stock  Option  Plan  for  Non-Employee  Directors  will be
registered,  which is to be filed with the Securities  and Exchange  Commission,
with all exhibits  thereto,  and any and all documents in connection  therewith,
hereby granting unto said attorney-in-fact and agent full power and authority to
do and perform any and all acts and things  requisite  and necessary to be done,
any hereby ratifying and confirming all that said attorney-in-fact and agent may
do or cause to be done by virtue hereof.

      IN WITNESS  WHEREOF,  the  undersigned  has executed this instrument as of
October 8, 1997.
                                    /s/ Darryl G. Behrman



      I, Grant Behrman,  a duly elected director or executive  officer of NIMBUS
CD  INTERNATIONAL,  INC.,  a Delaware  corporation  (the  "Company"),  do hereby
constitute and appoint L. Steven Minkel or Gary E. Krutul, or either of them, my
true  and  lawful   attorney-in-fact   and  agent,   each  with  full  power  of
substitution,  for me and in my name, place and stead, in any and all capacities
(including,  without limitation, as Director and/or Principal Executive Officer,
Principal Financial Officer,  Principal  Accounting Officer of the Company),  to
sign the  Company's  registration  statement  on Form S-8  pursuant to which the
unissued shares reserved for issuance under both the Amended and Restated Nimbus
CD International,  Inc. 1995 Stock Option and Stock Award Plan and the Nimbus CD
International,  Inc.  Stock  Option  Plan  for  Non-Employee  Directors  will be
registered,  which is to be filed with the Securities  and Exchange  Commission,
with all exhibits  thereto,  and any and all documents in connection  therewith,
hereby granting unto said attorney-in-fact and agent full power and authority to
do and perform any and all acts and things  requisite  and necessary to be done,
any hereby ratifying and confirming all that said attorney-in-fact and agent may
do or cause to be done by virtue hereof.

      IN WITNESS  WHEREOF,  the  undersigned  has executed this instrument as of
October 8, 1997.

                                    /s/ Grant Behrman



      I, Robert M.  Davidson,  a duly elected  director or executive  officer of
NIMBUS CD INTERNATIONAL, INC., a Delaware corporation (the "Company"), do hereby
constitute and appoint L. Steven Minkel or Gary E. Krutul, or either of them, my
true  and  lawful   attorney-in-fact   and  agent,   each  with  full  power  of
substitution,  for me and in my name, place and stead, in any and all capacities
(including,  without limitation, as Director and/or Principal Executive Officer,
Principal Financial Officer,  Principal  Accounting Officer of the Company),  to
sign the  Company's  registration  statement  on Form S-8  pursuant to which the
unissued shares reserved for issuance under both the Amended and Restated Nimbus
CD International,  Inc. 1995 Stock Option and Stock Award Plan and the Nimbus CD
International,  Inc.  Stock  Option  Plan  for  Non-Employee  Directors  will be
registered,  which is to be filed with the Securities  and Exchange  Commission,
with all exhibits  thereto,  and any and all documents in connection  therewith,
hereby granting unto said attorney-in-fact and agent full power and authority to
do and perform any and all acts and things  requisite  and necessary to be done,
any hereby ratifying and confirming all that said attorney-in-fact and agent may
do or cause to be done by virtue hereof.

      IN WITNESS  WHEREOF,  the  undersigned  has executed this instrument as of
October 9, 1997.
                                    /s/ Robert Davidson


      I, David E. De Leeuw,  a duly  elected  director or  executive  officer of
NIMBUS CD INTERNATIONAL, INC., a Delaware corporation (the "Company"), do hereby
constitute and appoint L. Steven Minkel or Gary E. Krutul, or either of them, my
true  and  lawful   attorney-in-fact   and  agent,   each  with  full  power  of
substitution,  for me and in my name, place and stead, in any and all capacities
(including,  without limitation, as Director and/or Principal Executive Officer,
Principal Financial Officer,  Principal  Accounting Officer of the Company),  to
sign the  Company's  registration  statement  on Form S-8  pursuant to which the
unissued shares reserved for issuance under both the Amended and Restated Nimbus
CD International,  Inc. 1995 Stock Option and Stock Award Plan and the Nimbus CD
International,  Inc.  Stock  Option  Plan  for  Non-Employee  Directors  will be
registered,  which is to be filed with the Securities  and Exchange  Commission,
with all exhibits  thereto,  and any and all documents in connection  therewith,
hereby granting unto said attorney-in-fact and agent full power and authority to
do and perform any and all acts and things  requisite  and necessary to be done,
any hereby ratifying and confirming all that said attorney-in-fact and agent may
do or cause to be done by virtue hereof.

      IN WITNESS  WHEREOF,  the  undersigned  has executed this instrument as of
October 3, 1997.
                                    /s/ David De Leeuw


      I, Anthony V. Dub, a duly elected director or executive  officer of NIMBUS
CD  INTERNATIONAL,  INC.,  a Delaware  corporation  (the  "Company"),  do hereby
constitute and appoint L. Steven Minkel or Gary E. Krutul, or either of them, my
true  and  lawful   attorney-in-fact   and  agent,   each  with  full  power  of
substitution,  for me and in my name, place and stead, in any and all capacities
(including,  without limitation, as Director and/or Principal Executive Officer,
Principal Financial Officer,  Principal  Accounting Officer of the Company),  to
sign the  Company's  registration  statement  on Form S-8  pursuant to which the
unissued shares reserved for issuance under both the Amended and Restated Nimbus
CD International,  Inc. 1995 Stock Option and Stock Award Plan and the Nimbus CD
International,  Inc.  Stock  Option  Plan  for  Non-Employee  Directors  will be
registered,  which is to be filed with the Securities  and Exchange  Commission,
with all exhibits  thereto,  and any and all documents in connection  therewith,
hereby granting unto said attorney-in-fact and agent full power and authority to
do and perform any and all acts and things  requisite  and necessary to be done,
any hereby ratifying and confirming all that said attorney-in-fact and agent may
do or cause to be done by virtue hereof.

      IN WITNESS  WHEREOF,  the  undersigned  has executed this instrument as of
October 4, 1997.
                                    /s/ Anthony Dub


      I, George E.  McCown,  a duly  elected  director or  executive  officer of
NIMBUS CD INTERNATIONAL, INC., a Delaware corporation (the "Company"), do hereby
constitute and appoint L. Steven Minkel or Gary E. Krutul, or either of them, my
true  and  lawful   attorney-in-fact   and  agent,   each  with  full  power  of
substitution,  for me and in my name, place and stead, in any and all capacities
(including,  without limitation, as Director and/or Principal Executive Officer,
Principal Financial Officer,  Principal  Accounting Officer of the Company),  to
sign the  Company's  registration  statement  on Form S-8  pursuant to which the
unissued shares reserved for issuance under both the Amended and Restated Nimbus
CD International,  Inc. 1995 Stock Option and Stock Award Plan and the Nimbus CD
International,  Inc.  Stock  Option  Plan  for  Non-Employee  Directors  will be
registered,  which is to be filed with the Securities  and Exchange  Commission,
with all exhibits  thereto,  and any and all documents in connection  therewith,
hereby granting unto said attorney-in-fact and agent full power and authority to
do and perform any and all acts and things  requisite  and necessary to be done,
any hereby ratifying and confirming all that said attorney-in-fact and agent may
do or cause to be done by virtue hereof.

      IN WITNESS  WHEREOF,  the  undersigned  has executed this instrument as of
October 3, 1997.
                                    /s/ George McCown


      I, Glenn McKenzie,  a duly elected director or executive officer of NIMBUS
CD  INTERNATIONAL,  INC.,  a Delaware  corporation  (the  "Company"),  do hereby
constitute and appoint L. Steven Minkel or Gary E. Krutul, or either of them, my
true  and  lawful   attorney-in-fact   and  agent,   each  with  full  power  of
substitution,  for me and in my name, place and stead, in any and all capacities
(including,  without limitation, as Director and/or Principal Executive Officer,
Principal Financial Officer,  Principal  Accounting Officer of the Company),  to
sign the  Company's  registration  statement  on Form S-8  pursuant to which the
unissued shares reserved for issuance under both the Amended and Restated Nimbus
CD International,  Inc. 1995 Stock Option and Stock Award Plan and the Nimbus CD
International,  Inc.  Stock  Option  Plan  for  Non-Employee  Directors  will be
registered,  which is to be filed with the Securities  and Exchange  Commission,
with all exhibits  thereto,  and any and all documents in connection  therewith,
hereby granting unto said attorney-in-fact and agent full power and authority to
do and perform any and all acts and things  requisite  and necessary to be done,
any hereby ratifying and confirming all that said attorney-in-fact and agent may
do or cause to be done by virtue hereof.

      IN WITNESS  WHEREOF,  the  undersigned  has executed this instrument as of
October 8, 1997.
                                    /s/ Glenn McKenzie
[{"type": "S-8", "sequence": "1", "description": "STOCK OPTION PLANS", "secsgml_size_bytes": 32604}]
{"company-data": {"conformed-name": "NIMBUS CD INTERNATIONAL INC", "cik": "0000919550", "assigned-sic": "3652", "irs-number": "541651183", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-37623", "film-number": "97693712"}, "business-address": {"street1": "STE RTE 629", "street2": "GUILDFORD FARM", "city": "RUCKERSVILLE", "state": "VA", "zip": "22968", "phone": "8049851100"}, "mail-address": {"street1": "STE RTE 629 GUILDFORD FARM", "city": "RUCKERSVILLE", "state": "VA", "zip": "22968"}, "former-company": {"former-conformed-name": "NIMBUS U S A INC", "date-changed": "19940228"}}
As filed with the Securities and Exchange Commission on October 10, 1997

                                                     Registration No. ________

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      under
                           the Securities Act of 1933
                                 --------------

                          NIMBUS CD INTERNATIONAL, INC.
             (Exact name of registrant as specified in its charter)

              Delaware                             54-1651183
    (State or other jurisdiction                (I.R.S. Employer
  of incorporation or organization)            Identification No.)

623 Welsh Run Road, Guildford Farm, Ruckersville, Virginia            22968
(Address of principal executive offices)                           (Zip Code)

                              AMENDED AND RESTATED
                          NIMBUS CD INTERNATIONAL, INC.
                     1995 STOCK OPTION AND STOCK AWARD PLAN

                                       and

                          NIMBUS CD INTERNATIONAL, INC.
                1995 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
                            (Full title of the plan)

          L. Steven Minkel            Copy to:      Patricia Merrill, Esq.
Executive Vice President and Secretary   McGuire, Woods, Battle & Boothe, L.L.P.
    Nimbus CD International, Inc.                       P.O. Box 1288
 623 Welsh Run Road, Guildford Farm            Charlottesville, Virginia  22902
    Ruckersville, Virginia  22968                 Telephone:  (804) 977-2545
      Telephone: (804) 985-1100
 (Name, address and telephone number,
including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE

 ---------------- ---------------- --------------- --------------- =============

    Title of                          Proposed        Proposed
  Securities to    Amount to be       Maximum         Maximum        Amount of
  be Registered     Registered        Offering       Aggregate      Registration
                                     Price Per        Offering          Fee
                                     Share (1)        Price(1)

     Common
  Stock, $0.01       2,724,832        $11.125       $30,313,756       $9185.99
    par value         shares
 ================ ================ --------------- --------------- =============

(1) Estimated  solely for the purpose of determining  the  registration  fee and
based,  pursuant to Rule 457(c) and (h)(1) under the  Securities Act of 1933, on
the average of the high and low per share sales price of the registrant's Common
Stock as reported on the Nasdaq National Market on October 8, 1997.

     The securities covered by this Registration Statement will be (i) issued to
employees of the Registrant  from time to time pursuant to stock options,  stock
appreciation  rights,  restricted  stock  awards  and  bonuses  payable in stock
granted or to be granted under the Amended and Restated Nimbus CD International,
Inc.  1995 Stock Option and Stock Award Plan and (ii) issued to directors of the
Registrant  who are not  employees  of the  Registrant  or its  subsidiaries  or
affiliates  from time to time pursuant to stock options granted or to be granted
under the Nimbus CD International,  Inc. 1995 Stock Option Plan for Non-Employee
Directors.

          PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

      Nimbus CD  International,  Inc. (the  "Company")  hereby  incorporates  by
reference into this  Registration  Statement the following  documents which have
been filed with the Securities and Exchange Commission (the "Commission"):

      (a)   the  Company's  Annual Report on Form 10-K for the fiscal year ended
            March 31, 1997 filed on June 27, 1997  pursuant to Rule 15(d) of the
            Securities Exchange Act of 1934, as amended (the "Exchange Act");

      (b)   all other  reports  filed  pursuant to Section 13(a) or 15(d) of the
            Exchange Act since March 31, 1997, including the Company's Quarterly
            Report on Form 10-Q for the fiscal quarter ended June 30, 1997 filed
            on August 12, 1997; and

      (c)   the  description  of the  Company's  Common  Stock  contained in the
            Company's  Registration  Statement  on Form 8-A filed on October 26,
            1995 with the Commission.

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

Item 6.     Indemnification of Directors and Officers

      The Company's Restated  Certificate of Incorporation  provides that to the
fullest  extent  permitted by the Delaware  General  Corporation  Law ("Delaware
Law"),  a  director  of the  Company  shall not be liable to the  Company or its
stockholders  for monetary  damages for breach of fiduciary  duty as a director.
Under current  Delaware Law,  liability of a director may not be limited (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 that  involve  intentional
misconduct or a knowing  violation of law, (iii) in respect of certain  unlawful
dividend  payments  or  stock  redemptions  or  repurchases,  and  (iv)  for any
transaction from which the director derives an improper  personal  benefit.  The
effect of the provision of the Company's  Restated  Certificate of Incorporation
is to  eliminate  the  rights  of the  Company  and  its  stockholders  (through
stockholders'  derivative  suits on behalf of the  Company) to recover  monetary
damages  against  a  director  for  breach  of the  fiduciary  duty of care as a
director  (including  breaches  resulting  from  negligent or grossly  negligent
behavior) except in the situations  described in clauses (i) through (iv) above.
This  provision  does not limit or  eliminate  the rights of the  Company or any
stockholder  to seek  nonmonetary  relief such as an injunction or rescission in
the event of a breach of a director's  duty of care. In addition,  the Company's
Restated  Bylaws  provide  that  the  Company  shall  indemnify  its  directors,
officers, employees and agents to the fullest extent permitted by Delaware Law.

      The Company has entered into agreements (the "Indemnification Agreements")
with each of the  directors  and  officers of the Company  pursuant to which the
Company agrees to indemnify  such director or officer from claims,  liabilities,
damages,  expenses,  losses,  costs,  penalties  or amounts  paid in  settlement
incurred  by such  director  or officer  and  arising  out of his  capacity as a
director,  officer,  employee  and/or agent of the  corporation of which he is a
director  or  officer  to  the  maximum  extent   provided  by  applicable  law.
Furthermore,  such  director or officer is entitled to an advance of expenses to
the  maximum  extent  authorized  or  permitted  by law to meet the  obligations
indemnified against. The Indemnification Agreements also obligate the Company to
purchase and maintain  insurance  for the benefit and on behalf of its directors
and  officers  insuring  against  all  liabilities  that may be incurred by such
director  or officer in or arising out of his  capacity as a director,  officer,
employee and/or agent of the Company.

      To the  extent  that the Board of  Directors  or the  stockholders  of the
Company  may in the future wish to limit or repeal the ability of the Company to
indemnify directors and officers, such repeal or limitation may not be effective
as to directors  and officers who are currently  parties to the  Indemnification
Agreements, because their rights to full protection are contractually assured by
the Indemnification  Agreements. It is anticipated that similar contracts may be
entered  into,  from time to time,  with future  directors  and  officers of the
Company.

      The  Company  maintains  a standard  policy of  officers'  and  directors'
liability insurance.

Item 8. Exhibits

  Exhibit
   Number                     Exhibit Description

    4.1    Restated Certificate of Incorporation of the Company
           (incorporated by reference to Exhibit 3.1 to the
           Company's Registration Statement on Form S-1,
           Registration No. 33-75632 ("Registrant's 1995 S-1")).

    4.2    Restated Bylaws of the Company  (incorporated by reference to Exhibit
           3.2 to Registrant's 1995 S-1).

    4.3    Form  of  Certificate  Representing  Common  Stock  (incorporated  by
           reference to Exhibit 4.1 to Registrant's 1995 S-1).

    4.4    Stockholders Agreement  (incorporated by reference to Exhibit 10.3 to
           Registrant's 1995 S-1).

    4.5    Form of Registration  Rights Agreement  (incorporated by reference to
           Exhibit 10.10 to Registrant's 1995 S-1).

    5.1    Opinion of McGuire, Woods, Battle & Boothe, L.L.P.

    23.1   Consent of Coopers & Lybrand L.L.P.

    23.2   Consent of McGuire, Woods, Battle & Boothe, L.L.P.
           (included as part of Exhibit 5.1).

    24.1   Powers of Attorney

    99.1   Amended and Restated Nimbus CD International, Inc. 1995
           Stock Option and Stock Award Plan (incorporated by
           reference to Exhibit 10.9 of Registrant's 1996 Annual
           Report on Form 10-K).

    99.2   Nimbus CD International, Inc. 1995 Stock Option Plan for
           Non-Employee Directors (incorporated by reference to
           Exhibit 10.12 of Registrant's 1995 S-1).

Item 9. Undertakings

     The undersigned registrant hereby undertakes:

   (a)(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  the   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 the registration
statement;

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

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

      (2)  That,  for  the  purpose  of  determining  any  liability  under  the
Securities Act of 1933, 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) That, for purposes of determining  any liability under the Securities Act
of 1933, each filing of the registrant's annual report pursuant to Section 13(a)
or Section 15 (d) of the Exchange Act that is  incorporated  by reference in the
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 of 1933 may be permitted to directors,  officers and controlling  persons of
the  registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
registrant  has  been  advised  that  in  the  opinion  of the  Commission  such
indemnification  is  against  public  policy  as  expressed  in the  Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the registrant of expenses incurred
or paid by a director or controlling  person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling  person in connection with the securities being  registered,  the
registrant  will,  unless in the  opinion  of its  counsel  the  matter has been
settled by controlling precedent,  submit to a court of appropriate jurisdiction
the question  whether such  indemnification  by it is against  public  policy as
expressed  in the Act and will be  governed  by the final  adjudication  of such
issue.

                                   SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the County of Greene, Commonwealth of Virginia.

                                           NIMBUS CD INTERNATIONAL, INC.

Dated: October 10, 1997                    /s/ L. Steven Minkel
                                           L. Steven Minkel
                                           Executive   Vice   President,   Chief
                                           Financial Officer and Secretary

Pursuant to the  requirements of the Securities Act of 1933,  this  registration
statement has been signed by the following  persons in the capacities and on the
date indicated.

                                           /s/ Lyndon J. Faulkner
                                           Chairman  of the Board of  Directors,
                                           President,  Chief  Executive  Officer
                                           (Principal Executive Officer)

                                           /s/ L. Steven Minkel
                                           Director,  Executive  Vice  President
                                           and    Chief    Financial     Officer
                                           (Principal Financial Officer)

                                           /s/ Gary E. Krutul
                                           Controller    (Principal   Accounting
                                           Officer)

                                           *Charles Ayres
                                           Director

                                           *Darryl G. Behrman
                                           Director

                                           *Grant G. Behrman
                                           Director

                                           *Robert M. Davidson
                                           Director

                                           *David E. De Leeuw
                                           Director

                                           *Anthony V. Dub
                                           Director

                                           *George E. McCown
                                           Director

                                           *Glenn S. McKenzie
                                           Director
-------------------------------------
* By L. Steven Minkel as Attorney-in-Fact.

                                  EXHIBIT INDEX

Exhibit
  Number                Exhibit Description

   4.1     Restated Certificate of Incorporation of the
           Company (incorporated by reference to Exhibit
           3.1 to the Company's Registration Statement
           on Form S-1, Registration No. 33-75632
           ("Registrant's 1995 S-1")).

   4.2     Restated Bylaws of the Company (incorporated
           by reference to Exhibit 3.2 to Registrant's
           1995 S-1).

   4.3     Form of Certificate Representing Common Stock
           (incorporated by reference to Exhibit 4.1 to
           Registrant's 1995 S-1).

   4.4     Stockholders Agreement (incorporated by
           reference to Exhibit 10.3 to Registrant's
           1995 S-1).

   4.5     Form of Registration Rights Agreement
           (incorporated by reference to Exhibit 10.10
           to Registrant's 1995 S-1).

   5.1     Opinion of McGuire, Woods, Battle & Boothe,
           L.L.P.

   23.1    Consent of Coopers & Lybrand L.L.P.

   23.2    Consent of McGuire, Woods, Battle & Boothe,
           L.L.P. (included as part of Exhibit 5.1).

   24.1    Powers of Attorney

    99.1   Amended and Restated Nimbus CD
           International, Inc. 1995 Stock Option and
           Stock Award Plan (incorporated by reference
           to Exhibit 10.9 of Registrant's 1996 Annual
           Report on Form 10-K).

    99.2   Nimbus CD International, Inc. 1995 Stock
           Option Plan for Non-Employee Directors
           (incorporated by reference to Exhibit 10.12
           of Registrant's 1995 S-1).

                                   Exhibit 5.1

                     McGuire, Woods, Battle & Boothe, L.L.P.

                              Court Square Building
                              Post Office Box 1288
                      Charlottesville, Virginia 22902-1288

                                October 10, 1997

Nimbus CD International, Inc.
623 Welsh Run Road
Guildford Farm
Ruckersville, Virginia 22968

Ladies and Gentlemen:

      Nimbus CD International,  Inc. (the "Company") proposes to file as soon as
possible with the Securities and Exchange Commission,  a registration  statement
on Form S-8 (the "Registration  Statement") relating to the Amended and Restated
Nimbus CD International, Inc. 1995 Stock Option and Stock Award Plan, as amended
(the "Employee  Plan") and the Nimbus CD  International,  Inc. 1995 Stock Option
Plan  for  Non-Employee   Directors,  as  amended  (the  "Director  Plan").  The
Registration  Statement  covers (i) 2,674,832  shares of Common Stock, par value
$0.01, of the Company (the "Common Stock") which have been reserved for issuance
under the Employee  Plan and (ii) 50,000  shares of Common Stock which have been
reserved for issuance under the Director Plan.

      We are of the opinion that (i) the 2,674,832  shares of Common Stock which
are  authorized  for issuance under the Employee Plan and (ii) the 50,000 shares
of Common Stock which are authorized for issuance under the Director Plan,  when
issued and sold in accordance  with the terms and  provisions of the  respective
plans, will be duly authorized, legally issued, fully paid and nonassessable.

      We  consent to the use of this  opinion  as Exhibit 5 to the  Registration
Statement.

                                          Very truly yours,

                                          MCGUIRE, WOODS, BATTLE & BOOTHE,L.L.P.

                                  Exhibit 23.1

                       CONSENT OF COOPERS & LYBRAND L.L.P.

     We consent to the incorporation by reference in this registration statement
of Nimbus CD International,  Inc. (the "Company") on Form S-8 of our report
dated May 21, 1997, on our audits of the consolidated  financial  statements and
financial  statement schedules of the Company as of March 31, 1997 and 1996, and
for each of the three years in the period ended March 31, 1997,  which report is
included in the  Company's  Annual  Report on Form 10-K for the year ended March
31, 1997.

Richmond, Virginia                                      COOPERS & LYBRAND L.L.P.
October 10, 1997

                                  Exhibit 24.1

                               Powers of Attorney

      I, Charles Ayres, a duly elected  director or executive  officer of NIMBUS
CD  INTERNATIONAL,  INC.,  a Delaware  corporation  (the  "Company"),  do hereby
constitute and appoint L. Steven Minkel or Gary E. Krutul, or either of them, my
true  and  lawful   attorney-in-fact   and  agent,   each  with  full  power  of
substitution,  for me and in my name, place and stead, in any and all capacities
(including,  without limitation, as Director and/or Principal Executive Officer,
Principal Financial Officer,  Principal  Accounting Officer of the Company),  to
sign the  Company's  registration  statement  on Form S-8  pursuant to which the
unissued shares reserved for issuance under both the Amended and Restated Nimbus
CD International,  Inc. 1995 Stock Option and Stock Award Plan and the Nimbus CD
International,  Inc.  Stock  Option  Plan  for  Non-Employee  Directors  will be
registered,  which is to be filed with the Securities  and Exchange  Commission,
with all exhibits  thereto,  and any and all documents in connection  therewith,
hereby granting unto said attorney-in-fact and agent full power and authority to
do and perform any and all acts and things  requisite  and necessary to be done,
any hereby ratifying and confirming all that said attorney-in-fact and agent may
do or cause to be done by virtue hereof.

      IN WITNESS  WHEREOF,  the  undersigned  has executed this instrument as of
October 8, 1997.
                                    /s/ Charles Ayres

      I, Darryl G.  Behrman,  a duly elected  director or  executive  officer of
NIMBUS CD INTERNATIONAL, INC., a Delaware corporation (the "Company"), do hereby
constitute and appoint L. Steven Minkel or Gary E. Krutul, or either of them, my
true  and  lawful   attorney-in-fact   and  agent,   each  with  full  power  of
substitution,  for me and in my name, place and stead, in any and all capacities
(including,  without limitation, as Director and/or Principal Executive Officer,
Principal Financial Officer,  Principal  Accounting Officer of the Company),  to
sign the  Company's  registration  statement  on Form S-8  pursuant to which the
unissued shares reserved for issuance under both the Amended and Restated Nimbus
CD International,  Inc. 1995 Stock Option and Stock Award Plan and the Nimbus CD
International,  Inc.  Stock  Option  Plan  for  Non-Employee  Directors  will be
registered,  which is to be filed with the Securities  and Exchange  Commission,
with all exhibits  thereto,  and any and all documents in connection  therewith,
hereby granting unto said attorney-in-fact and agent full power and authority to
do and perform any and all acts and things  requisite  and necessary to be done,
any hereby ratifying and confirming all that said attorney-in-fact and agent may
do or cause to be done by virtue hereof.

      IN WITNESS  WHEREOF,  the  undersigned  has executed this instrument as of
October 8, 1997.
                                    /s/ Darryl G. Behrman

      I, Grant Behrman,  a duly elected director or executive  officer of NIMBUS
CD  INTERNATIONAL,  INC.,  a Delaware  corporation  (the  "Company"),  do hereby
constitute and appoint L. Steven Minkel or Gary E. Krutul, or either of them, my
true  and  lawful   attorney-in-fact   and  agent,   each  with  full  power  of
substitution,  for me and in my name, place and stead, in any and all capacities
(including,  without limitation, as Director and/or Principal Executive Officer,
Principal Financial Officer,  Principal  Accounting Officer of the Company),  to
sign the  Company's  registration  statement  on Form S-8  pursuant to which the
unissued shares reserved for issuance under both the Amended and Restated Nimbus
CD International,  Inc. 1995 Stock Option and Stock Award Plan and the Nimbus CD
International,  Inc.  Stock  Option  Plan  for  Non-Employee  Directors  will be
registered,  which is to be filed with the Securities  and Exchange  Commission,
with all exhibits  thereto,  and any and all documents in connection  therewith,
hereby granting unto said attorney-in-fact and agent full power and authority to
do and perform any and all acts and things  requisite  and necessary to be done,
any hereby ratifying and confirming all that said attorney-in-fact and agent may
do or cause to be done by virtue hereof.

      IN WITNESS  WHEREOF,  the  undersigned  has executed this instrument as of
October 8, 1997.

                                    /s/ Grant Behrman

      I, Robert M.  Davidson,  a duly elected  director or executive  officer of
NIMBUS CD INTERNATIONAL, INC., a Delaware corporation (the "Company"), do hereby
constitute and appoint L. Steven Minkel or Gary E. Krutul, or either of them, my
true  and  lawful   attorney-in-fact   and  agent,   each  with  full  power  of
substitution,  for me and in my name, place and stead, in any and all capacities
(including,  without limitation, as Director and/or Principal Executive Officer,
Principal Financial Officer,  Principal  Accounting Officer of the Company),  to
sign the  Company's  registration  statement  on Form S-8  pursuant to which the
unissued shares reserved for issuance under both the Amended and Restated Nimbus
CD International,  Inc. 1995 Stock Option and Stock Award Plan and the Nimbus CD
International,  Inc.  Stock  Option  Plan  for  Non-Employee  Directors  will be
registered,  which is to be filed with the Securities  and Exchange  Commission,
with all exhibits  thereto,  and any and all documents in connection  therewith,
hereby granting unto said attorney-in-fact and agent full power and authority to
do and perform any and all acts and things  requisite  and necessary to be done,
any hereby ratifying and confirming all that said attorney-in-fact and agent may
do or cause to be done by virtue hereof.

      IN WITNESS  WHEREOF,  the  undersigned  has executed this instrument as of
October 9, 1997.
                                    /s/ Robert Davidson

      I, David E. De Leeuw,  a duly  elected  director or  executive  officer of
NIMBUS CD INTERNATIONAL, INC., a Delaware corporation (the "Company"), do hereby
constitute and appoint L. Steven Minkel or Gary E. Krutul, or either of them, my
true  and  lawful   attorney-in-fact   and  agent,   each  with  full  power  of
substitution,  for me and in my name, place and stead, in any and all capacities
(including,  without limitation, as Director and/or Principal Executive Officer,
Principal Financial Officer,  Principal  Accounting Officer of the Company),  to
sign the  Company's  registration  statement  on Form S-8  pursuant to which the
unissued shares reserved for issuance under both the Amended and Restated Nimbus
CD International,  Inc. 1995 Stock Option and Stock Award Plan and the Nimbus CD
International,  Inc.  Stock  Option  Plan  for  Non-Employee  Directors  will be
registered,  which is to be filed with the Securities  and Exchange  Commission,
with all exhibits  thereto,  and any and all documents in connection  therewith,
hereby granting unto said attorney-in-fact and agent full power and authority to
do and perform any and all acts and things  requisite  and necessary to be done,
any hereby ratifying and confirming all that said attorney-in-fact and agent may
do or cause to be done by virtue hereof.

      IN WITNESS  WHEREOF,  the  undersigned  has executed this instrument as of
October 3, 1997.
                                    /s/ David De Leeuw

      I, Anthony V. Dub, a duly elected director or executive  officer of NIMBUS
CD  INTERNATIONAL,  INC.,  a Delaware  corporation  (the  "Company"),  do hereby
constitute and appoint L. Steven Minkel or Gary E. Krutul, or either of them, my
true  and  lawful   attorney-in-fact   and  agent,   each  with  full  power  of
substitution,  for me and in my name, place and stead, in any and all capacities
(including,  without limitation, as Director and/or Principal Executive Officer,
Principal Financial Officer,  Principal  Accounting Officer of the Company),  to
sign the  Company's  registration  statement  on Form S-8  pursuant to which the
unissued shares reserved for issuance under both the Amended and Restated Nimbus
CD International,  Inc. 1995 Stock Option and Stock Award Plan and the Nimbus CD
International,  Inc.  Stock  Option  Plan  for  Non-Employee  Directors  will be
registered,  which is to be filed with the Securities  and Exchange  Commission,
with all exhibits  thereto,  and any and all documents in connection  therewith,
hereby granting unto said attorney-in-fact and agent full power and authority to
do and perform any and all acts and things  requisite  and necessary to be done,
any hereby ratifying and confirming all that said attorney-in-fact and agent may
do or cause to be done by virtue hereof.

      IN WITNESS  WHEREOF,  the  undersigned  has executed this instrument as of
October 4, 1997.
                                    /s/ Anthony Dub

      I, George E.  McCown,  a duly  elected  director or  executive  officer of
NIMBUS CD INTERNATIONAL, INC., a Delaware corporation (the "Company"), do hereby
constitute and appoint L. Steven Minkel or Gary E. Krutul, or either of them, my
true  and  lawful   attorney-in-fact   and  agent,   each  with  full  power  of
substitution,  for me and in my name, place and stead, in any and all capacities
(including,  without limitation, as Director and/or Principal Executive Officer,
Principal Financial Officer,  Principal  Accounting Officer of the Company),  to
sign the  Company's  registration  statement  on Form S-8  pursuant to which the
unissued shares reserved for issuance under both the Amended and Restated Nimbus
CD International,  Inc. 1995 Stock Option and Stock Award Plan and the Nimbus CD
International,  Inc.  Stock  Option  Plan  for  Non-Employee  Directors  will be
registered,  which is to be filed with the Securities  and Exchange  Commission,
with all exhibits  thereto,  and any and all documents in connection  therewith,
hereby granting unto said attorney-in-fact and agent full power and authority to
do and perform any and all acts and things  requisite  and necessary to be done,
any hereby ratifying and confirming all that said attorney-in-fact and agent may
do or cause to be done by virtue hereof.

      IN WITNESS  WHEREOF,  the  undersigned  has executed this instrument as of
October 3, 1997.
                                    /s/ George McCown

      I, Glenn McKenzie,  a duly elected director or executive officer of NIMBUS
CD  INTERNATIONAL,  INC.,  a Delaware  corporation  (the  "Company"),  do hereby
constitute and appoint L. Steven Minkel or Gary E. Krutul, or either of them, my
true  and  lawful   attorney-in-fact   and  agent,   each  with  full  power  of
substitution,  for me and in my name, place and stead, in any and all capacities
(including,  without limitation, as Director and/or Principal Executive Officer,
Principal Financial Officer,  Principal  Accounting Officer of the Company),  to
sign the  Company's  registration  statement  on Form S-8  pursuant to which the
unissued shares reserved for issuance under both the Amended and Restated Nimbus
CD International,  Inc. 1995 Stock Option and Stock Award Plan and the Nimbus CD
International,  Inc.  Stock  Option  Plan  for  Non-Employee  Directors  will be
registered,  which is to be filed with the Securities  and Exchange  Commission,
with all exhibits  thereto,  and any and all documents in connection  therewith,
hereby granting unto said attorney-in-fact and agent full power and authority to
do and perform any and all acts and things  requisite  and necessary to be done,
any hereby ratifying and confirming all that said attorney-in-fact and agent may
do or cause to be done by virtue hereof.

      IN WITNESS  WHEREOF,  the  undersigned  has executed this instrument as of
October 8, 1997.
                                    /s/ Glenn McKenzie