As filed with the Securities and Exchange Commission on March 3, 1997
                                                           Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

     HOSPITALITY WORLDWIDE SERVICES, INC. (f/k/a LIGHT SAVERS U.S.A., INC.)
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                                    New York
--------------------------------------------------------------------------------
         (State or other jurisdiction of incorporation or organization)

                                   11-3096379
--------------------------------------------------------------------------------
                      (I.R.S. employer identification no.)

 509 Madison Avenue, Suite 1114, New York, New York           10022
--------------------------------------------------------------------------------
     (Address of principal executive offices)               (Zip Code)

                             1996 STOCK OPTION PLAN
--------------------------------------------------------------------------------
                            (Full title of the plan)

                                Howard G. Anders
                      Hospitality Worldwide Services, Inc.
                         509 Madison Avenue, Suite 1114
                            New York, New York 10022
--------------------------------------------------------------------------------
                     (Name and address of agent for service)

                                 (212) 223-0699
--------------------------------------------------------------------------------
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------
                                          Proposed      Proposed
          Title of                        maximum       maximum
         securities       Amount          offering     aggregate      Amount of
            to be         to be          price per      offering    registration
         registered     registered         share         price           fee
-------------------------------------------------------------------------------
Common  Stock,  $.01   
par value per share,   
issued  pursuant  to   
the    exercise   of   
options      granted   
under the 1996         
Stock Option Plan          2,500   (1)     $2.75(1)     $6,875          $100.00
-------------------------------------------------------------------------------
         Total             2,500           $2.75        $6,875          $100.00
===============================================================================

(1)      Represents 2,500 shares of Common Stock issued pursuant to the exercise
         of options  granted under the 1996 Option Plan at an exercise  price of
         $2.75 per share.
<PAGE>

                               DATED MARCH 3, 1997

PROSPECTUS

                          2,500 Shares of Common Stock

     HOSPITALITY WORLDWIDE SERVICES, INC. (f/k/a LIGHT SAVERS U.S.A., INC.)
                     Common Stock ($.01 par value per share)

         This Prospectus  relates to the reoffer and resale by a certain selling
shareholder (the "Selling Shareholder") of Hospitality Worldwide Services,  Inc.
(f/k/a  Light Savers  U.S.A.,  Inc.) (the  "Company"),  of an aggregate of 2,500
shares (the  "Shares")  of Common  Stock,  $.01 par value per share (the "Common
Stock")  of the  Company,  constituting  shares  of Common  Stock  issued by the
Company to the Selling  Shareholder  pursuant to the exercise of options granted
under the Company's 1996 Stock Option Plan (the "1996 Plan").

         The offer and sale of the Shares to the Selling  Shareholder was exempt
from registration  under the Securities Act of 1933, as amended (the "Securities
Act").  The Shares are being  reoffered and resold solely for the account of the
Selling  Shareholder  and the Company will not receive any of the proceeds  from
the resale of the Shares. The Company has agreed to bear certain expenses (other
than selling  commissions and fees and expenses of counsel and other advisors to
the Selling  Shareholder)  in connection with the  registration  and sale of the
Shares being offered by the Selling Shareholder.

         The Selling  Shareholder has advised the Company that the resale of the
Shares  may be  effected  from time to time in one or more  transactions  on the
Nasdaq SmallCap Market  ("Nasdaq"),  in negotiated  transactions or otherwise at
market  prices  prevailing  at the  time  of the  sale  or at  prices  otherwise
negotiated.  The Selling Shareholder may effect such transactions by selling the
Shares to or through  broker-dealers who may receive compensation in the form of
discounts,  concessions or commissions from the Selling  Shareholder  and/or the
purchasers  of the  Shares for whom such  broker-dealers  may act as agent or to
whom they sell as  principal,  or both (which  compensation  as to a  particular
broker-dealer  may be in excess of  customary  commissions).  Any  broker-dealer
acquiring the Shares from the Selling  Shareholder  may sell such  securities in
its normal  market  making  activities,  through other brokers on a principal or
agency  basis,  in  negotiated  transactions,  to its  customers  or  through  a
combination of such methods. See "Plan of Distribution."


         The  Common  Stock is traded on Nasdaq  under  the  symbol  "ROOM."  On
February  28,  1997,  the closing bid price for the Common  Stock as reported by
Nasdaq was $6.813.

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

                     SEE "RISK FACTORS" BEGINNING ON PAGE 4
                       FOR A DISCUSSION OF CERTAIN FACTORS
               THAT SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS.

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

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

                  The date of this Prospectus is March 3, 1997.
<PAGE>

                              AVAILABLE INFORMATION

         The  Company  is  subject  to  the  informational  requirements  of the
Securities  Exchange  Act of 1934,  as  amended  (the  "Exchange  Act"),  and in
accordance therewith files reports,  proxy statements and other information with
the Securities and Exchange Commission (the "Commission").  Such reports,  proxy
statements  and other  information  can be  inspected  and  copied at the public
reference facilities  maintained by the Commission at Judiciary Plaza, 450 Fifth
Street,  N.W.,  Washington,  D.C. 20549;  500 West Madison  Street,  Suite 1400,
Chicago, Illinois 60661; and Seven World Trade Center, Suite 1300, New York, New
York 10048.  Copies of such material can be obtained  from the Public  Reference
Section  of  the  Commission  at  Judiciary  Plaza,  450  Fifth  Street,   N.W.,
Washington,  D.C. 20549, at prescribed rates. Such material may also be accessed
electronically  by  means  of the  Commission's  home  page on the  internet  at
http://www.sec.gov.


                                TABLE OF CONTENTS

AVAILABLE INFORMATION........................................................2

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE..............................3

RISK FACTORS.................................................................4

THE COMPANY..................................................................5

USE OF PROCEEDS..............................................................7

SELLING SHAREHOLDER..........................................................7

PLAN OF DISTRIBUTION.........................................................8

LEGAL MATTERS................................................................9

ADDITIONAL INFORMATION......................................................10


                                       -2-
<PAGE>

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The Company's  Annual Report on Form 10-KSB for the year ended December
31, 1995,  as amended,  and Reports on Form 10-QSB for the quarters  ended March
31, 1996,  as amended,  June 30, 1996 and  September  30, 1996,  which have been
filed with the  Commission  pursuant to the Exchange  Act, are  incorporated  by
reference  in this  Prospectus  and  shall be deemed  to be a part  hereof.  The
Company's Current Reports on Form 8-K filed on (i) March 21, 1996, as amended on
March 26,  1996;  (ii)  November  14,  1996;  and  (iii)  January  24,  1997 are
incorporated  by reference in this  Prospectus  and shall be deemed to be a part
hereof.  The Company's  Application  for  Registration of its Common Stock under
Section 12(g) of the Exchange Act filed on December 13, 1993 is  incorporated by
reference  in this  Prospectus  and  shall be deemed  to be a part  hereof.  All
documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of
the Exchange Act after the date of this  Prospectus and prior to the termination
of this offering are deemed to be  incorporated  by reference in this Prospectus
and  shall  be  deemed  to be a part  hereof  from the  date of  filing  of such
documents.

         The Company hereby  undertakes to provide without charge to each person
to whom a copy of this  Prospectus  has been  delivered,  on the written or oral
request of any such person,  a copy of any or all of the  documents  referred to
above which have been or may be  incorporated  in this  Prospectus by reference,
other than exhibits to such documents.  Written  requests for such copies should
be directed to Hospitality Worldwide Services, Inc. at 509 Madison Avenue, Suite
1114, New York, New York 10022,  Attention:  Secretary.  Oral requests should be
directed to such officer (telephone number (212) 223-0699).

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

         No dealer,  salesman or other  person has been  authorized  to give any
information or to make any  representations  other than those  contained in this
Prospectus in connection with the offer made hereby, and, if given or made, such
information or representations must not be relied upon as having been authorized
by the Company or the Selling  Shareholder.  This Prospectus does not constitute
an offer to sell, or a solicitation  of an offer to buy, the securities  offered
hereby to any person in any state or other  jurisdiction  in which such offer or
solicitation  is unlawful.  The delivery of this Prospectus at any time does not
imply that information  contained herein is correct as of any time subsequent to
its date.


                                       -3-
<PAGE>

                                  RISK FACTORS

         THE   SECURITIES   OFFERED  HEREBY  INVOLVE  A  HIGH  DEGREE  OF  RISK.
PROSPECTIVE  INVESTORS  SHOULD  CAREFULLY  CONSIDER THE  FOLLOWING  RISK FACTORS
BEFORE MAKING AN INVESTMENT DECISION.

         IMMEDIATE NEED FOR CASH; ADDITIONAL FINANCING. Management believes that
the  Company's  current  cash,  cash  equivalents  and  line of  credit  will be
sufficient  to enable  the  Company  to carry out its  business  objectives  and
continue to operate as a going concern for a period of 18 months.  The Company's
continued  existence  thereafter  will be dependent upon its ability to generate
cash flows from  operations  sufficient to meet its  obligations  as they become
due.  Unless the Company can generate cash flows from  operations  sufficient to
fund all of its working  capital  needs,  the Company will be required to obtain
additional  financing  to  continue  to operate  its  business.  There can be no
assurance  that any  additional  financing  will be  available to the Company on
acceptable  terms, if at all. Any inability by the Company to obtain  additional
financing, if required, will have a material adverse effect on the operations of
the Company.

         HISTORY OF LOSSES.  For the nine months ended  September 30, 1996,  the
Company had net income of  $1,570,101,  compared to a net loss of $1,115,969 and
$1,284,798 for the years ended December 31, 1995 and 1994,  respectively.  While
the results for the nine months ended  September  30, 1996 are  reflective  of a
significant portion of the Company's current business, there can be no assurance
that  the  Company's  operations  will  continue  to be  profitable  or that any
positive cash flow generated by the Company's  operations  will be sufficient to
meet the Company's future cash requirements.

         CHANGE IN  BUSINESS.  On August 17,  1995,  the  Company's  subsidiary,
Hospitality  Restoration  and Builders,  Inc., a New York  corporation  ("HRB"),
acquired  substantially  all of the assets and  business,  and  assumed  certain
liabilities,  of AGF Interior Services,  Inc. d/b/a Hospitality  Restoration and
Builders,  a Florida corporation  ("AGF"),  that provided renovation services to
the hospitality industry. In February 1996, the Company disposed of its lighting
business.  The pro forma consolidated  information (see Note 17 to the Company's
consolidated  financial  statements for the year ended December 31, 1995), which
is based on the historical financial statements of the Company and AGF as if the
acquisition occurred on January 1, 1994 and has been adjusted to include certain
acquisition related adjustments,  reflect losses from the continuing  operations
of the  renovation  business of $1,275,475  and  $1,267,280  for the years ended
December  31,  1995 and 1994,  respectively.  On January 10,  1997,  the Company
acquired  substantially  all of the  assets and  business  and  assumed  certain
liabilities of The Leonard Parker Company, a Florida corporation ("LPC"),  which
is a purchasing company for the hospitality  industry that acts as agent for the
purchase of goods and services for its customers. There can be no assurance that
the Company can  successfully  integrate  LPC into its business  plan.  The past
operating history and past consolidated  financial  condition of the Company may
bear little or no  relationship to the future  operations of the Company.  There
can be no  assurance  that the  Company  will be  successful  in its  change  of
business focus.

         COMPETITION.  The hospitality maintenance industry is highly fragmented
and is made up largely of small, local companies. Competition in the hospitality
restoration  industry is significant  and is based largely on price and service.
In the  future,  the  Company's  competitors  may be  larger  and  have  greater
financial resources than HRB.


                                       -4-
<PAGE>

         SUBSTANTIAL  RELIANCE UPON,  ATTRACTION AND RETENTION OF KEY PERSONNEL.
The Company's  business is substantially  reliant upon the efforts and abilities
of Alan G. Friedberg,  the Chief Executive Officer of the Company,  Guillermo A.
Montero, the Chief Operating Officer of HRB, Leonard Parker, the Chairman of the
Board of LPC and Douglas  Parker,  the President of each of the Company and LPC.
The loss of or the  unavailability  to the  Company of the  services  of Messrs.
Friedberg,  Montero,  Leonard Parker and/or Douglas Parker would have a material
adverse effect on the Company's  business  prospects  and/or  potential  earning
capacity until such time, if ever, as such individuals are adequately  replaced.
While the Company does not currently  have any "key man" insurance to compensate
it for any such loss, it intends to obtain "key man" insurance upon the lives of
Messrs.  Friedberg,  Montero, Leonard Parker and Douglas Parker with the Company
paying the premium thereon and being the  beneficiary.  The loss of the services
of Messrs.  Friedberg,  Montero,  Leonard  Parker and/or Douglas Parker would be
detrimental to the Company.

         SHARES  ELIGIBLE FOR FUTURE  SALE.  Of the  8,282,905  shares of Common
Stock outstanding on February 26, 1997, 3,456,000 shares are freely transferable
without restriction or further registration under the Securities Act, except for
shares held by  "affiliates" of the Company within the meaning of Rule 144 under
the Securities  Act, which shares are subject to the resale  limitations of Rule
144. The remaining 4,826,905 shares are "restricted"  securities as that term is
defined  under  Rule  144 and in the  future  may be sold  only  pursuant  to an
effective  registration  statement  under the  Securities  Act or an  applicable
exemption  from  registration  thereunder,  including  pursuant to Rule 144. The
resale of an aggregate of 4,200,000  shares of Common Stock have been registered
pursuant to a Registration Statement on Form S-3 which was declared effective on
August 22, 1996 and which remains effective as of the date hereof. The resale of
an aggregate of 2,050,000  shares of Common Stock have been registered  pursuant
to a Registration  Statement on Form S-8 effective as of February 12, 1997 which
remains  effective as of the date  hereof.  The resale of 2,500 shares of Common
Stock is being  registered  pursuant to a Registration  Statement on Form S-8 of
which this Prospectus  forms a part. The Company,  in connection with its recent
acquisition of LPC (see "The Company"),  has entered into a Registration  Rights
Agreement with Leonard Parker,  Douglas Parker,  Bradley Parker, Phillip Parker,
Gregg  Parker  and  Mitchell  Parker  (collectively  referred  to  as  the  "LPC
Stockholders")  whereby the Company is required to file a Registration Statement
on Form S-3 with respect to (i) an aggregate of 1,250,000 shares of Common Stock
issued to the LPC Stockholders, and (ii) a minimum of 1,000,000 and a maximum of
5,000,000 shares of Common Stock issuable upon the conversion of an aggregate of
200,000  shares of  Redeemable  Convertible  Preferred  Stock  issued to the LPC
Stockholders.  Under Rule 144, a person who has held restricted securities for a
period of two years may sell a limited number of such securities into the public
market without  registration of such  securities  under the Securities Act. Rule
144 also permits, under certain circumstances, persons who are not affiliates of
the Company to sell their restricted  securities  without  quantity  limitations
once they have satisfied Rule 144's three-year holding period. The Commission is
currently  contemplating  an  amendment  to Rule  144  which  would  reduce  the
aforementioned  two and  three  year  holding  periods  to one  and  two  years,
respectively.  Sales  made  pursuant  to  Rule  144  by the  Company's  existing
shareholders  may have a depressive  effect on the price of the shares of Common
Stock in the public market. Such sales could also adversely affect the Company's
ability to raise capital at that time through the sale of its equity securities.
At January 27, 1997,  1,323,500  shares were reserved for issuance upon exercise
of outstanding options and warrants.


                                   THE COMPANY

                  The Company was formed under the laws of the State of New York
in October 1991.  In January 1994,  the Company  consummated  an initial  public
offering of its Common Stock. Since inception, the Company's principal line of


                                       -5-
<PAGE>

business was to design and market decorative, energy efficient lighting fixtures
for the hotel and hospitality  industry.  The Company  manufactured its ceiling,
table and floor lamps, wall arms and wall sconces,  and vanity light fixtures to
individual  customer  specifications.  The fixtures utilized compact fluorescent
tubes known as "PL bulbs," which  complement  their cosmetic beauty and use less
energy.

                  On August 1, 1995, the Company's wholly-owned subsidiary,  HRB
acquired  substantially  all of the  assets and  business  and  assumed  certain
liabilities of AGF, a Florida  corporation that provided  renovation services to
the  hospitality  industry,  in a stock  and  note  transaction  from  Watermark
Investments Limited, a Delaware corporation ("Watermark"). In December 1995, the
Company's  Board of  Directors,  in an  effort to focus  the  Company  in a more
strategic  direction,  determined to begin to dispose of the Company's  lighting
division and concentrate the Company's efforts in HRB. On February 26, 1996, the
Company, HRB, Watermark Investments Limited, a Bahamian  international  business
company   ("Watermark-Bahamas"),   Watermark,   a  wholly-owned   subsidiary  of
Watermark-Bahamas,  AGF,  Tova  Schwartz,  Alan G.  Friedberg  and  Guillermo A.
Montero  entered into a  Divestiture,  Settlement and  Reorganization  Agreement
pursuant to which, among other things, the Company sold its lighting business to
Tova Schwartz, the Company's former President and Chief Executive Officer.

                  The  Company   provides  a  complete   package  of  renovation
resources  to the  hospitality  industry  ranging  from  pre-planning  and scope
preparation  of  a  project  to  performing  the  renovation   requirements  and
delivering  furnished  rooms.  HRB offers  hospitality  maintenance  services to
hotels and hotel chains  throughout  the  continental  United  States.  For over
seventeen  years,  HRB,  through  its  predecessor,  AGF,  has  provided  to the
hospitality   industry   renovation  and  improvements  such  as  vinyl,  paint,
wallpaper,  carpet,  installation of new furniture,  light carpentry and masonry
work. HRB generally  provides its renovation  services in an on-time,  on-budget
manner,  while causing  little or no  disruption  to the ongoing  operation of a
hotel.  HRB has  successfully  responded  to the  hotel  industry's  efforts  to
increase occupancy, room rates and market share through cosmetic upgrades, which
are generally required every four to seven years.

                  Pursuant  to an  Agreement  and  Plan of  Merger  dated  as of
January 9, 1997, by and among LPC, the LPC Stockholders,  LPC Acquisition Corp.,
a Florida  corporation  ("Acquisition  Corp.") and the  Company,  on January 10,
1997,  Acquisition Corp., a newly formed wholly-owned  subsidiary of the Company
merged with and into LPC (the "Merger"). As the result of the Merger, LPC became
a wholly-owned subsidiary of the Company. As consideration, the LPC Stockholders
received an  aggregate  of  1,250,000  newly  issued  shares of Common Stock and
200,000 newly issued shares of the Company's  Redeemable  Convertible  Preferred
Stock,   stated  value  $25  per  share.  The  consideration  paid  to  the  LPC
Stockholders  was determined by negotiations  among the parties and was based on
the value of the business of LPC on an ongoing basis.

                    LPC is a  purchasing  company for the  hospitality  industry
that acts as agent for the  purchase  of goods and  services  for its  customers
which  include major hotel and  management  companies  worldwide.  LPC purchases
furniture,  fixtures  and  equipment,  kitchen  supplies,  linens and  uniforms,
guestroom amenities,  and other supplies to meet its customers' requirements for
new hotel openings and major  renovations.  The Company  intends to continue the
business of LPC. LPC's revenues for the fiscal year ended December 31, 1996 were
approximately $45,000,000.

                  The Company  maintains its principal  executive offices at 509
Madison Avenue,  Suite 1114, New York, New York 10022,  and its telephone number
is (212) 223-0699. HRB maintains its principal office at 1800 Century Park East,
Los Angeles, California 90067, and its telephone number is (310) 286-6400. LPC


                                       -6-
<PAGE>

maintains its principal office at 550 Biltmore Way, Coral Gables, Florida 33134,
and its telephone number is (305) 567-0300.

                                 USE OF PROCEEDS

         The Company will not receive any of the proceeds from the resale of the
Shares by the Selling Shareholder.

                               SELLING SHAREHOLDER

         This  Prospectus  relates to the reoffer and resale of Shares issued to
the Selling  Shareholder  pursuant to the exercise of options  granted under the
1996 Plan.

         The following table sets forth (i) the name of the Selling Shareholder;
(ii) the number of shares of Common  Stock owned by the Selling  Shareholder  at
February  28,  1997;  (iii) the number of shares to be offered for resale by the
Selling  Shareholder;  and (iv) the  number and  percentage  of shares of Common
Stock  to be  held  by the  Selling  Shareholder  after  the  completion  of the
offering.

                                                              Number of shares
                         Number of shares                     of Common Stock/
                         of Common Stock       Number of        Percentage of
                        Beneficially Owned     Shares to      Class to be Owned
                         at February 28,       be Offered     After Completion
      Name                     1997            for Resale      of the Offering
------------------     --------------------   ------------   ------------------

Ely Sanchez...........        2,500             2,500               0/0


         There is no assurance that the Selling Shareholder will sell any of the
Shares offered hereby.  To the extent required,  the specific Shares to be sold,
the names of the Selling  Shareholder,  other additional  shares of Common Stock
beneficially owned by the Selling Shareholder,  the public offering price of the
Shares to be sold, the names of any agent, dealer or underwriter employed by the
Selling Shareholder in connection with such sale, and any applicable  commission
or  discount  with  respect  to a  particular  offer  will  be set  forth  in an
accompanying Prospectus Supplement.

         The Shares covered by this  Prospectus may be sold from time to time so
long as this Prospectus remains in effect;  provided,  however, that the Selling
Shareholder  is first required to contact the Company's  Corporate  Secretary to
confirm that this Prospectus is in effect.  The Company intends to distribute to
the  Selling  Shareholder  a letter  setting  forth the  procedures  whereby the
Selling  Shareholder  may use the  Prospectus  to sell the shares and under what
conditions the Prospectus  may not be used. The Selling  Shareholder  expects to
sell the Shares at prices then attainable,  less ordinary  brokers'  commissions
and dealers' discounts as applicable.

         The Selling Shareholder and any broker or dealer to or through whom any
of the Shares are sold may be deemed to be  underwriters  within the  meaning of
the  Securities  Act with respect to the Common Stock  offered  hereby,  and any
profits  realized by the Selling  Shareholder  or such brokers or dealers may be
deemed  to  be  underwriting  commissions.  Brokers'  commissions  and  dealers'
discounts,  taxes  and  other  selling  expenses  to be  borne  by  the  Selling
Shareholder  are not  expected  to  exceed  normal  selling  expenses  for sales
over-the-counter  or  otherwise,  as the case may be.  The  registration  of the
Shares under the  Securities Act shall not be deemed an admission by the Selling
Shareholder or the


                                       -7-
<PAGE>

Company  that the Selling  Shareholder  is an  underwriter  for  purposes of the
Securities Act of any Shares offered under this Prospectus.

                              PLAN OF DISTRIBUTION

         This  Prospectus  covers an aggregate of 2,500 shares of Common  Stock.
All of the Shares  offered  hereby are being resold by the Selling  Shareholder.
The Company will not realize any  proceeds  from the resale of the Shares by the
Selling Shareholder.

         The  distribution  of the  Shares  by the  Selling  Shareholder  is not
subject to any  underwriting  agreement.  The Selling  Shareholder  may sell the
Shares offered hereby from time to time in transactions on Nasdaq, in negotiated
transactions,  or a  combination  of such methods of sale, at fixed prices which
may be  changed,  at market  prices  prevailing  at the time of sale,  at prices
relating  to  prevailing  market  prices or at  negotiated  prices.  The Selling
Shareholder  may effect  such  transactions  by selling the Shares to or through
broker-dealers,  and such broker-dealers may receive compensation in the form of
discounts,  concessions or commissions from the Selling  Shareholder  and/or the
purchasers  of the Shares for whom such  broker-dealers  may act as agents or to
whom they sell as  principals,  or both (which  compensation  as to a particular
broker-dealer  might be in excess of the  customary  commissions).  The  Selling
Shareholder and any broker-dealers that participate with the Selling Shareholder
in the  distribution of the Shares may be deemed to be  underwriters  within the
meaning of Section 2(11) of the Securities Act and any  commissions  received by
them and any  profit on the  resale of the  Shares  commissioned  by them may be
deemed to be underwriting commissions or discounts under the Securities Act. The
Selling Shareholder will pay any transaction costs associated with effecting any
sales that occur.

         In order to comply  with the  securities  laws of  certain  states,  if
applicable,  the  Shares  will  be  sold  in  such  jurisdictions  only  through
registered or licensed  brokers or dealers.  In addition,  in certain states the
Shares may not be sold unless they have been registered or qualified for sale in
the applicable  state or an exemption  from the  registration  or  qualification
requirement  is  available  and is complied  with by the Company and the Selling
Shareholder.

         Under  applicable  rules and  regulations  under the Exchange  Act, any
person engaged in the distribution of the Shares may not  simultaneously  engage
in market-making activities with respect to the Common Stock for a period of two
business days prior to the  commencement of such  distribution.  In addition and
without  limiting the  foregoing,  each Selling  Shareholder  will be subject to
applicable  provisions  of the  Exchange  Act  and  the  rules  and  regulations
thereunder,  including without limitation,  Rules 10b-6, 10b-6A and 10b-7, which
provisions  may limit the timing of the  purchases and sales of shares of Common
Stock by the Selling Shareholder.

         The Selling Shareholder are not restricted as to the price or prices at
which  they may sell  their  Shares.  Sales of such  Shares  may have an adverse
effect  on  the  market  price  of  the  Common  Stock.  Moreover,  the  Selling
Shareholder is not restricted as to the number of Shares that may be sold at any
time and it is possible that a significant number of Shares could be sold at the
same time  which  may also have an  adverse  effect on the  market  price of the
Common Stock.

         The  Company  has agreed to pay all fees and  expenses  incident to the
registration of the Shares,  except selling commissions and fees and expenses of
counsel or any other  professionals  or other  advisors,  if any, to the Selling
Shareholder.


                                       -8-
<PAGE>

                                  LEGAL MATTERS

         Certain  legal  matters in  connection  with the issuance of the Shares
offered hereby have been passed upon for the Company by Olshan  Grundman Frome &
Rosenzweig LLP, New York, New York.

                             ADDITIONAL INFORMATION

         The Company has filed with the Commission a  Registration  Statement on
Form S-8 (the "Registration Statement") under the Securities Act with respect to
the Shares offered hereby.  For further  information with respect to the Company
and the Shares offered hereby,  reference is made to the Registration Statement.
Statements  contained in this  Prospectus  as to the contents of any contract or
other document are not necessarily complete, and in each instance,  reference is
made to the  copy of such  contract  or  document  filed  as an  exhibit  to the
Registration  Statement,  such statement being qualified in all respects by such
reference.


                                       -9-
<PAGE>

                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS


ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following documents filed by Hospitality Worldwide Services, Inc.
(f/k/a Light Savers U.S.A., Inc.) (the "Company") with the Securities and
Exchange Commission (the "Commission") are incorporated herein by reference and
made a part hereof:

                  (a) The Company's  Annual Report on Form 10-KSB for the fiscal
         year ended December 31, 1995, as amended;

                  (b) The  Company's  Quarterly  Reports for the quarters  ended
         March 31, 1996, as amended, June 30, 1996 and and September 30, 1996;

                  (c) The  Company's  Current  Reports  on Form 8-K filed on (i)
         March 21, 1996,  as amended on March 26, 1996;  (ii) November 14, 1996;
         and (iii) January 24, 1997; and

                  (d) The description of the Company's  securities  contained in
         the  Company's  Registration  Statement on Form 8-A filed  December 13,
         1993.


         All  reports  and other  documents  subsequently  filed by the  Company
pursuant to Sections 13, 14 and 15(d) of the Securities Exchange Act of 1934, as
amended, prior to the filing of a post-effective  amendment which indicates that
all securities offered hereby have been sold or which deregisters all securities
remaining unsold,  shall be deemed to be incorporated by reference herein and to
be a part hereof from the date of the filing of such reports and documents.

ITEM 4.  DESCRIPTION OF SECURITIES

         Not applicable.

ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL

         Not applicable.

ITEM 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS

         Section 722 of the New York Business Corporation Law ("NYBCL") permits,
in general,  a New York  corporation to indemnify any person made, or threatened
to be made, a party to an action or  proceeding by reason of the fact that he or
she was a director or officer of the  corporation,  or served  another entity in
any capacity at the request of the  corporation,  against any  judgment,  fines,
amounts paid in settlement and reasonable  expenses,  including  attorney's fees
actually and necessarily  incurred as a result of such action or proceeding,  or
any appeal therein,  if such person acted in good faith, for a purpose he or she
reasonably believed to be in, or, in the case of service for another entity, not
opposed to, to the best interests of the corporation and, in criminal actions or
proceedings,  in addition  had no  reasonable  cause to believe  that his or her
conduct was unlawful. Section 723 of the NYBCL permits the corporation to pay in
advance  of a final  disposition  of such  action  or  proceeding  the  expenses
incurred in defending  such action or proceeding  upon receipt of an undertaking
by or on behalf of the  director  or officer to repay such amount as, and to the
extent,   required  by  statute.   Section  721  of  the  NYBCL   provides  that
indemnification  and  advancement of expense  provisions  contained in the NYBCL
shall not be deemed  exclusive  of any  rights to which a  director  or  officer
seeking indemnification or advancement of expenses may be entitled,  provided no
indemnification  may be made on behalf of any  director or officer if a judgment
or other final adjudication  adverse to the director or officer establishes that
his or her acts  were  committed  in bad  faith or were the  result of active or
deliberate  dishonesty and were material to the cause of action so  adjudicated,
or that he or she


                                      II-1
<PAGE>

personally  gained in fact a financial  profit or other advantage to which he or
she was not legally entitled.

         Article  Three  of  the  Company's  Certificate  of  Incorporation,  as
amended,  provides,  in general, that the personal liability of the directors of
the Company is eliminated to the fullest  extent  permitted by the provisions of
paragraph  (b) of  Section  402 of the  NYBCL,  as the same may be  amended  and
supplemented.  Section  402(b) of the NYBCL  provides  that the  certificate  of
incorporation of a New York corporation may set forth a provision eliminating or
limiting  the  personal  liability  of  directors  to  the  corporation  or  its
stockholders for damages for any breach of duty in such capacity,  provided that
no such provision  shall eliminate or limit (1) the liability of any director if
a judgment or other final adjudication  adverse to him establishes that his acts
or omissions were in bad faith or involved  intentional  misconduct or a knowing
violation  of law or that he  personally  gained in fact a  financial  profit or
other advantage to which he is not legally  entitled or (2) the liability of any
director for any act or omission prior to the adoption of a provision authorized
by Section 402(b) of the NYBCL.

         Article XII of the  Company's  By-Laws,  as amended,  provides that the
Company shall, to the fullest extent now or hereafter  permitted by the New York
Business  Corporation Law, indemnify any director or officer who is or was made,
or threatened to be made, a party to an action or  proceeding,  whether civil or
criminal,  whether  involving any actual or alleged  breach of duty,  neglect or
error, any  accountability,  or any actual or alleged  misstatement,  misleading
statement  or other act or omission  and whether  brought or  threatened  in any
court or administrative or legislative body or agency, including an action by or
in the right of the  Company to procure a judgment in its favor and an action by
or in the  right of any  other  corporation  of any type or  kind,  domestic  or
foreign,  or any  partnership,  joint venture,  trust,  employee benefit plan or
other  enterprise,  which any  director  or officer of the Company is serving or
served in any  capacity at the request of the  Company,  or is serving or served
such other corporation, partnership, joint venture, trust, employee benefit plan
or other enterprise in any capacity,  against judgments,  fines, amounts paid in
settlement,  and costs, charges and expenses,  including attorneys' fees, or any
appeal therein; provided,  however, that no indemnification shall be provided to
any such director or officer if a judgment or other final  adjudication  adverse
to the director or officer  establishes  that (i) his acts were committed in bad
faith or were the  result of active and  deliberate  dishonesty  and,  in either
case, were material to the cause of action so adjudicated, or (ii) he personally
gained in fact a financial profit or other advantage to which he was not legally
entitled.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

ITEM 8.  EXHIBITS

          EXHIBIT INDEX

         *4(a)   -    1996 Stock Option Plan (the "1996 Plan").

         *4(b)   -    Form of Option Agreement for the 1996 Plan.

          5      -    Opinion of Olshan Grundman Frome & Rosenzweig LLP.

         23(a)   -    Consent of BDO Seidman, LLP, independent auditors.

         23(b)   -    Consent of Arthur Andersen LLP, independent auditors.

         23(c)   -    Consent of Olshan Grundman Frome & Rosenzweig LLP 
                      (included in its opinion filed as Exhibit 5).


                                      II-2
<PAGE>

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

--------------------
*        Incorporated by reference to the Registrant's Registration Statement on
         Form S-8 filed February 12, 1997 (Commission File No. 333-21689)


ITEM 9.  UNDERTAKINGS.

         A.       The undersigned registrant hereby undertakes:

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

                  (2)      That, for the purposes 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; and

                  (3)      To   remove   from   registration   by   means  of  a
                           post-effective  amendment any of the securities being
                           registered  that remain unsold at the  termination of
                           the offering.

         B.       The  undersigned   registrant   hereby  undertakes  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 15(d) of the Securities  Exchange
                  Act of 1934 (and, where applicable, each filing of an employee
                  benefit plan's annual report  pursuant to Section 15(d) of the
                  Securities  Exchange  Act of  1934)  that is  incorporated  by
                  reference in this Registration Statement shall be deemed to be
                  a  new  registration  statement  relating  to  the  securities
                  offered  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  Securities  and  Exchange
                  Commission  such  indemnification  is against public policy as
                  expressed  in the  Securities  Act of 1933 and is,  therefore,
                  unenforceable.  In the event that a claim for  indemnification
                  against  such  liabilities  (other  than  the  payment  by the
                  registrant of expenses incurred or paid by a director, officer
                  or  controlling  person of the  registrant  in the  successful
                  defense of any action, suit or proceeding) is asserted by such
                  director, officer or controlling person in connection with the
                  securities being  registered,  the registrant will,  unless in
                  the opinion of its  counsel  the matter has been  settled by a
                  controlling  precedent,  submit  to  a  court  of  appropriate
                  jurisdiction the question whether such  indemnification  by it
                  is against public policy as expressed in the Securities Act of
                  1933 and will be  governed by the final  adjudication  of such
                  issue.


                                      II-3
<PAGE>

                                   SIGNATURES

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

                                        HOSPITALITY WORLDWIDE SERVICES, INC.
                                        ----------------------------------------
                                             (Registrant)

                                        By: /S/ ALAN G. FRIEDBERG
                                            ------------------------------------
                                            Alan G. Friedberg, President

                                POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below  constitutes  and appoints Alan G.  Friedberg and Howard G. Anders
his true and lawful attorneys-in-fact and agent, with full power of substitution
and resubstitution,  for and in his or her name, place and stead, in any and all
capacities, to sign any or all amendments to this Registration Statement, and to
file the same,  with all exhibits  thereto,  and other  documents in  connection
therewith,  with the  Securities  and Exchange  Commission,  granting  unto said
attorney-in-fact  and agent, full power and authority to do and perform each and
every act and thing requisite necessary to be done in and about the premises, as
fully to all  intents  and  purposes  as he or she might or could do in  person,
hereby ratifying and confirming all that said attorney-in-fact and agent, or his
or her substitute, may lawfully do or cause to be done by virtue hereof.

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

        Signature                       Title                        Date
        ---------                       -----                        ----

/S/ ALAN G. FRIEDBERG             President, Chief            February 28, 1997
-------------------------------   Executive Officer    
        Alan G. Friedberg         (principal executive 
                                  officer) and Director
                                  

/S/ HOWARD G. ANDERS              Executive Vice President,   February 28, 1997
-------------------------------   Chief Financial Officer 
        Howard G. Anders          (principal financial    
                                  officer and principal   
                                  accounting officer) and 
                                  Secretary               
                                  
/S/ SCOTT A. KANIEWSKI            Director                    February 28, 1997
-------------------------------
      Scott A. Kaniewski

                                  Director
-------------------------------
        Louis K. Adler

                                  Director
-------------------------------
        George  Asch

/S/ RICHARD A. BARTLETT           Director                    February 28, 1997
-------------------------------
      Richard A. Bartlett


                                      II-4
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 48372}]
{"company-data": {"conformed-name": "HOSPITALITY WORLDWIDE SERVICES INC", "cik": "0000911434", "assigned-sic": "3640", "irs-number": "113096379", "state-of-incorporation": "NY", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-22671", "film-number": "97549564"}, "business-address": {"street1": "509 MADISON AVE", "street2": "SUITE 1114", "city": "NEW YORK", "state": "NY", "zip": "10022", "phone": "2127555267"}, "former-company": {"former-conformed-name": "LIGHT SAVERS U S A INC", "date-changed": "19931102"}}
As filed with the Securities and Exchange Commission on March 3, 1997
                                                           Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

     HOSPITALITY WORLDWIDE SERVICES, INC. (f/k/a LIGHT SAVERS U.S.A., INC.)
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                                    New York
--------------------------------------------------------------------------------
         (State or other jurisdiction of incorporation or organization)

                                   11-3096379
--------------------------------------------------------------------------------
                      (I.R.S. employer identification no.)

 509 Madison Avenue, Suite 1114, New York, New York           10022
--------------------------------------------------------------------------------
     (Address of principal executive offices)               (Zip Code)

                             1996 STOCK OPTION PLAN
--------------------------------------------------------------------------------
                            (Full title of the plan)

                                Howard G. Anders
                      Hospitality Worldwide Services, Inc.
                         509 Madison Avenue, Suite 1114
                            New York, New York 10022
--------------------------------------------------------------------------------
                     (Name and address of agent for service)

                                 (212) 223-0699
--------------------------------------------------------------------------------
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------
                                          Proposed      Proposed
          Title of                        maximum       maximum
         securities       Amount          offering     aggregate      Amount of
            to be         to be          price per      offering    registration
         registered     registered         share         price           fee
-------------------------------------------------------------------------------
Common  Stock,  $.01   
par value per share,   
issued  pursuant  to   
the    exercise   of   
options      granted   
under the 1996         
Stock Option Plan          2,500   (1)     $2.75(1)     $6,875          $100.00
-------------------------------------------------------------------------------
         Total             2,500           $2.75        $6,875          $100.00
===============================================================================

(1)      Represents 2,500 shares of Common Stock issued pursuant to the exercise
         of options  granted under the 1996 Option Plan at an exercise  price of
         $2.75 per share.
DATED MARCH 3, 1997

PROSPECTUS

                          2,500 Shares of Common Stock

     HOSPITALITY WORLDWIDE SERVICES, INC. (f/k/a LIGHT SAVERS U.S.A., INC.)
                     Common Stock ($.01 par value per share)

         This Prospectus  relates to the reoffer and resale by a certain selling
shareholder (the "Selling Shareholder") of Hospitality Worldwide Services,  Inc.
(f/k/a  Light Savers  U.S.A.,  Inc.) (the  "Company"),  of an aggregate of 2,500
shares (the  "Shares")  of Common  Stock,  $.01 par value per share (the "Common
Stock")  of the  Company,  constituting  shares  of Common  Stock  issued by the
Company to the Selling  Shareholder  pursuant to the exercise of options granted
under the Company's 1996 Stock Option Plan (the "1996 Plan").

         The offer and sale of the Shares to the Selling  Shareholder was exempt
from registration  under the Securities Act of 1933, as amended (the "Securities
Act").  The Shares are being  reoffered and resold solely for the account of the
Selling  Shareholder  and the Company will not receive any of the proceeds  from
the resale of the Shares. The Company has agreed to bear certain expenses (other
than selling  commissions and fees and expenses of counsel and other advisors to
the Selling  Shareholder)  in connection with the  registration  and sale of the
Shares being offered by the Selling Shareholder.

         The Selling  Shareholder has advised the Company that the resale of the
Shares  may be  effected  from time to time in one or more  transactions  on the
Nasdaq SmallCap Market  ("Nasdaq"),  in negotiated  transactions or otherwise at
market  prices  prevailing  at the  time  of the  sale  or at  prices  otherwise
negotiated.  The Selling Shareholder may effect such transactions by selling the
Shares to or through  broker-dealers who may receive compensation in the form of
discounts,  concessions or commissions from the Selling  Shareholder  and/or the
purchasers  of the  Shares for whom such  broker-dealers  may act as agent or to
whom they sell as  principal,  or both (which  compensation  as to a  particular
broker-dealer  may be in excess of  customary  commissions).  Any  broker-dealer
acquiring the Shares from the Selling  Shareholder  may sell such  securities in
its normal  market  making  activities,  through other brokers on a principal or
agency  basis,  in  negotiated  transactions,  to its  customers  or  through  a
combination of such methods. See "Plan of Distribution."

         The  Common  Stock is traded on Nasdaq  under  the  symbol  "ROOM."  On
February  28,  1997,  the closing bid price for the Common  Stock as reported by
Nasdaq was $6.813.

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

                     SEE "RISK FACTORS" BEGINNING ON PAGE 4
                       FOR A DISCUSSION OF CERTAIN FACTORS
               THAT SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS.

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

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

                  The date of this Prospectus is March 3, 1997.
AVAILABLE INFORMATION

         The  Company  is  subject  to  the  informational  requirements  of the
Securities  Exchange  Act of 1934,  as  amended  (the  "Exchange  Act"),  and in
accordance therewith files reports,  proxy statements and other information with
the Securities and Exchange Commission (the "Commission").  Such reports,  proxy
statements  and other  information  can be  inspected  and  copied at the public
reference facilities  maintained by the Commission at Judiciary Plaza, 450 Fifth
Street,  N.W.,  Washington,  D.C. 20549;  500 West Madison  Street,  Suite 1400,
Chicago, Illinois 60661; and Seven World Trade Center, Suite 1300, New York, New
York 10048.  Copies of such material can be obtained  from the Public  Reference
Section  of  the  Commission  at  Judiciary  Plaza,  450  Fifth  Street,   N.W.,
Washington,  D.C. 20549, at prescribed rates. Such material may also be accessed
electronically  by  means  of the  Commission's  home  page on the  internet  at
http://www.sec.gov.

                                TABLE OF CONTENTS

AVAILABLE INFORMATION........................................................2

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE..............................3

RISK FACTORS.................................................................4

THE COMPANY..................................................................5

USE OF PROCEEDS..............................................................7

SELLING SHAREHOLDER..........................................................7

PLAN OF DISTRIBUTION.........................................................8

LEGAL MATTERS................................................................9

ADDITIONAL INFORMATION......................................................10

                                       -2-
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The Company's  Annual Report on Form 10-KSB for the year ended December
31, 1995,  as amended,  and Reports on Form 10-QSB for the quarters  ended March
31, 1996,  as amended,  June 30, 1996 and  September  30, 1996,  which have been
filed with the  Commission  pursuant to the Exchange  Act, are  incorporated  by
reference  in this  Prospectus  and  shall be deemed  to be a part  hereof.  The
Company's Current Reports on Form 8-K filed on (i) March 21, 1996, as amended on
March 26,  1996;  (ii)  November  14,  1996;  and  (iii)  January  24,  1997 are
incorporated  by reference in this  Prospectus  and shall be deemed to be a part
hereof.  The Company's  Application  for  Registration of its Common Stock under
Section 12(g) of the Exchange Act filed on December 13, 1993 is  incorporated by
reference  in this  Prospectus  and  shall be deemed  to be a part  hereof.  All
documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of
the Exchange Act after the date of this  Prospectus and prior to the termination
of this offering are deemed to be  incorporated  by reference in this Prospectus
and  shall  be  deemed  to be a part  hereof  from the  date of  filing  of such
documents.

         The Company hereby  undertakes to provide without charge to each person
to whom a copy of this  Prospectus  has been  delivered,  on the written or oral
request of any such person,  a copy of any or all of the  documents  referred to
above which have been or may be  incorporated  in this  Prospectus by reference,
other than exhibits to such documents.  Written  requests for such copies should
be directed to Hospitality Worldwide Services, Inc. at 509 Madison Avenue, Suite
1114, New York, New York 10022,  Attention:  Secretary.  Oral requests should be
directed to such officer (telephone number (212) 223-0699).

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

         No dealer,  salesman or other  person has been  authorized  to give any
information or to make any  representations  other than those  contained in this
Prospectus in connection with the offer made hereby, and, if given or made, such
information or representations must not be relied upon as having been authorized
by the Company or the Selling  Shareholder.  This Prospectus does not constitute
an offer to sell, or a solicitation  of an offer to buy, the securities  offered
hereby to any person in any state or other  jurisdiction  in which such offer or
solicitation  is unlawful.  The delivery of this Prospectus at any time does not
imply that information  contained herein is correct as of any time subsequent to
its date.

                                       -3-
RISK FACTORS

         THE   SECURITIES   OFFERED  HEREBY  INVOLVE  A  HIGH  DEGREE  OF  RISK.
PROSPECTIVE  INVESTORS  SHOULD  CAREFULLY  CONSIDER THE  FOLLOWING  RISK FACTORS
BEFORE MAKING AN INVESTMENT DECISION.

         IMMEDIATE NEED FOR CASH; ADDITIONAL FINANCING. Management believes that
the  Company's  current  cash,  cash  equivalents  and  line of  credit  will be
sufficient  to enable  the  Company  to carry out its  business  objectives  and
continue to operate as a going concern for a period of 18 months.  The Company's
continued  existence  thereafter  will be dependent upon its ability to generate
cash flows from  operations  sufficient to meet its  obligations  as they become
due.  Unless the Company can generate cash flows from  operations  sufficient to
fund all of its working  capital  needs,  the Company will be required to obtain
additional  financing  to  continue  to operate  its  business.  There can be no
assurance  that any  additional  financing  will be  available to the Company on
acceptable  terms, if at all. Any inability by the Company to obtain  additional
financing, if required, will have a material adverse effect on the operations of
the Company.

         HISTORY OF LOSSES.  For the nine months ended  September 30, 1996,  the
Company had net income of  $1,570,101,  compared to a net loss of $1,115,969 and
$1,284,798 for the years ended December 31, 1995 and 1994,  respectively.  While
the results for the nine months ended  September  30, 1996 are  reflective  of a
significant portion of the Company's current business, there can be no assurance
that  the  Company's  operations  will  continue  to be  profitable  or that any
positive cash flow generated by the Company's  operations  will be sufficient to
meet the Company's future cash requirements.

         CHANGE IN  BUSINESS.  On August 17,  1995,  the  Company's  subsidiary,
Hospitality  Restoration  and Builders,  Inc., a New York  corporation  ("HRB"),
acquired  substantially  all of the assets and  business,  and  assumed  certain
liabilities,  of AGF Interior Services,  Inc. d/b/a Hospitality  Restoration and
Builders,  a Florida corporation  ("AGF"),  that provided renovation services to
the hospitality industry. In February 1996, the Company disposed of its lighting
business.  The pro forma consolidated  information (see Note 17 to the Company's
consolidated  financial  statements for the year ended December 31, 1995), which
is based on the historical financial statements of the Company and AGF as if the
acquisition occurred on January 1, 1994 and has been adjusted to include certain
acquisition related adjustments,  reflect losses from the continuing  operations
of the  renovation  business of $1,275,475  and  $1,267,280  for the years ended
December  31,  1995 and 1994,  respectively.  On January 10,  1997,  the Company
acquired  substantially  all of the  assets and  business  and  assumed  certain
liabilities of The Leonard Parker Company, a Florida corporation ("LPC"),  which
is a purchasing company for the hospitality  industry that acts as agent for the
purchase of goods and services for its customers. There can be no assurance that
the Company can  successfully  integrate  LPC into its business  plan.  The past
operating history and past consolidated  financial  condition of the Company may
bear little or no  relationship to the future  operations of the Company.  There
can be no  assurance  that the  Company  will be  successful  in its  change  of
business focus.

         COMPETITION.  The hospitality maintenance industry is highly fragmented
and is made up largely of small, local companies. Competition in the hospitality
restoration  industry is significant  and is based largely on price and service.
In the  future,  the  Company's  competitors  may be  larger  and  have  greater
financial resources than HRB.

                                       -4-
SUBSTANTIAL  RELIANCE UPON,  ATTRACTION AND RETENTION OF KEY PERSONNEL.
The Company's  business is substantially  reliant upon the efforts and abilities
of Alan G. Friedberg,  the Chief Executive Officer of the Company,  Guillermo A.
Montero, the Chief Operating Officer of HRB, Leonard Parker, the Chairman of the
Board of LPC and Douglas  Parker,  the President of each of the Company and LPC.
The loss of or the  unavailability  to the  Company of the  services  of Messrs.
Friedberg,  Montero,  Leonard Parker and/or Douglas Parker would have a material
adverse effect on the Company's  business  prospects  and/or  potential  earning
capacity until such time, if ever, as such individuals are adequately  replaced.
While the Company does not currently  have any "key man" insurance to compensate
it for any such loss, it intends to obtain "key man" insurance upon the lives of
Messrs.  Friedberg,  Montero, Leonard Parker and Douglas Parker with the Company
paying the premium thereon and being the  beneficiary.  The loss of the services
of Messrs.  Friedberg,  Montero,  Leonard  Parker and/or Douglas Parker would be
detrimental to the Company.

         SHARES  ELIGIBLE FOR FUTURE  SALE.  Of the  8,282,905  shares of Common
Stock outstanding on February 26, 1997, 3,456,000 shares are freely transferable
without restriction or further registration under the Securities Act, except for
shares held by  "affiliates" of the Company within the meaning of Rule 144 under
the Securities  Act, which shares are subject to the resale  limitations of Rule
144. The remaining 4,826,905 shares are "restricted"  securities as that term is
defined  under  Rule  144 and in the  future  may be sold  only  pursuant  to an
effective  registration  statement  under the  Securities  Act or an  applicable
exemption  from  registration  thereunder,  including  pursuant to Rule 144. The
resale of an aggregate of 4,200,000  shares of Common Stock have been registered
pursuant to a Registration Statement on Form S-3 which was declared effective on
August 22, 1996 and which remains effective as of the date hereof. The resale of
an aggregate of 2,050,000  shares of Common Stock have been registered  pursuant
to a Registration  Statement on Form S-8 effective as of February 12, 1997 which
remains  effective as of the date  hereof.  The resale of 2,500 shares of Common
Stock is being  registered  pursuant to a Registration  Statement on Form S-8 of
which this Prospectus  forms a part. The Company,  in connection with its recent
acquisition of LPC (see "The Company"),  has entered into a Registration  Rights
Agreement with Leonard Parker,  Douglas Parker,  Bradley Parker, Phillip Parker,
Gregg  Parker  and  Mitchell  Parker  (collectively  referred  to  as  the  "LPC
Stockholders")  whereby the Company is required to file a Registration Statement
on Form S-3 with respect to (i) an aggregate of 1,250,000 shares of Common Stock
issued to the LPC Stockholders, and (ii) a minimum of 1,000,000 and a maximum of
5,000,000 shares of Common Stock issuable upon the conversion of an aggregate of
200,000  shares of  Redeemable  Convertible  Preferred  Stock  issued to the LPC
Stockholders.  Under Rule 144, a person who has held restricted securities for a
period of two years may sell a limited number of such securities into the public
market without  registration of such  securities  under the Securities Act. Rule
144 also permits, under certain circumstances, persons who are not affiliates of
the Company to sell their restricted  securities  without  quantity  limitations
once they have satisfied Rule 144's three-year holding period. The Commission is
currently  contemplating  an  amendment  to Rule  144  which  would  reduce  the
aforementioned  two and  three  year  holding  periods  to one  and  two  years,
respectively.  Sales  made  pursuant  to  Rule  144  by the  Company's  existing
shareholders  may have a depressive  effect on the price of the shares of Common
Stock in the public market. Such sales could also adversely affect the Company's
ability to raise capital at that time through the sale of its equity securities.
At January 27, 1997,  1,323,500  shares were reserved for issuance upon exercise
of outstanding options and warrants.

                                   THE COMPANY

                  The Company was formed under the laws of the State of New York
in October 1991.  In January 1994,  the Company  consummated  an initial  public
offering of its Common Stock. Since inception, the Company's principal line of

                                       -5-
business was to design and market decorative, energy efficient lighting fixtures
for the hotel and hospitality  industry.  The Company  manufactured its ceiling,
table and floor lamps, wall arms and wall sconces,  and vanity light fixtures to
individual  customer  specifications.  The fixtures utilized compact fluorescent
tubes known as "PL bulbs," which  complement  their cosmetic beauty and use less
energy.

                  On August 1, 1995, the Company's wholly-owned subsidiary,  HRB
acquired  substantially  all of the  assets and  business  and  assumed  certain
liabilities of AGF, a Florida  corporation that provided  renovation services to
the  hospitality  industry,  in a stock  and  note  transaction  from  Watermark
Investments Limited, a Delaware corporation ("Watermark"). In December 1995, the
Company's  Board of  Directors,  in an  effort to focus  the  Company  in a more
strategic  direction,  determined to begin to dispose of the Company's  lighting
division and concentrate the Company's efforts in HRB. On February 26, 1996, the
Company, HRB, Watermark Investments Limited, a Bahamian  international  business
company   ("Watermark-Bahamas"),   Watermark,   a  wholly-owned   subsidiary  of
Watermark-Bahamas,  AGF,  Tova  Schwartz,  Alan G.  Friedberg  and  Guillermo A.
Montero  entered into a  Divestiture,  Settlement and  Reorganization  Agreement
pursuant to which, among other things, the Company sold its lighting business to
Tova Schwartz, the Company's former President and Chief Executive Officer.

                  The  Company   provides  a  complete   package  of  renovation
resources  to the  hospitality  industry  ranging  from  pre-planning  and scope
preparation  of  a  project  to  performing  the  renovation   requirements  and
delivering  furnished  rooms.  HRB offers  hospitality  maintenance  services to
hotels and hotel chains  throughout  the  continental  United  States.  For over
seventeen  years,  HRB,  through  its  predecessor,  AGF,  has  provided  to the
hospitality   industry   renovation  and  improvements  such  as  vinyl,  paint,
wallpaper,  carpet,  installation of new furniture,  light carpentry and masonry
work. HRB generally  provides its renovation  services in an on-time,  on-budget
manner,  while causing  little or no  disruption  to the ongoing  operation of a
hotel.  HRB has  successfully  responded  to the  hotel  industry's  efforts  to
increase occupancy, room rates and market share through cosmetic upgrades, which
are generally required every four to seven years.

                  Pursuant  to an  Agreement  and  Plan of  Merger  dated  as of
January 9, 1997, by and among LPC, the LPC Stockholders,  LPC Acquisition Corp.,
a Florida  corporation  ("Acquisition  Corp.") and the  Company,  on January 10,
1997,  Acquisition Corp., a newly formed wholly-owned  subsidiary of the Company
merged with and into LPC (the "Merger"). As the result of the Merger, LPC became
a wholly-owned subsidiary of the Company. As consideration, the LPC Stockholders
received an  aggregate  of  1,250,000  newly  issued  shares of Common Stock and
200,000 newly issued shares of the Company's  Redeemable  Convertible  Preferred
Stock,   stated  value  $25  per  share.  The  consideration  paid  to  the  LPC
Stockholders  was determined by negotiations  among the parties and was based on
the value of the business of LPC on an ongoing basis.

                    LPC is a  purchasing  company for the  hospitality  industry
that acts as agent for the  purchase  of goods and  services  for its  customers
which  include major hotel and  management  companies  worldwide.  LPC purchases
furniture,  fixtures  and  equipment,  kitchen  supplies,  linens and  uniforms,
guestroom amenities,  and other supplies to meet its customers' requirements for
new hotel openings and major  renovations.  The Company  intends to continue the
business of LPC. LPC's revenues for the fiscal year ended December 31, 1996 were
approximately $45,000,000.

                  The Company  maintains its principal  executive offices at 509
Madison Avenue,  Suite 1114, New York, New York 10022,  and its telephone number
is (212) 223-0699. HRB maintains its principal office at 1800 Century Park East,
Los Angeles, California 90067, and its telephone number is (310) 286-6400. LPC

                                       -6-
maintains its principal office at 550 Biltmore Way, Coral Gables, Florida 33134,
and its telephone number is (305) 567-0300.

                                 USE OF PROCEEDS

         The Company will not receive any of the proceeds from the resale of the
Shares by the Selling Shareholder.

                               SELLING SHAREHOLDER

         This  Prospectus  relates to the reoffer and resale of Shares issued to
the Selling  Shareholder  pursuant to the exercise of options  granted under the
1996 Plan.

         The following table sets forth (i) the name of the Selling Shareholder;
(ii) the number of shares of Common  Stock owned by the Selling  Shareholder  at
February  28,  1997;  (iii) the number of shares to be offered for resale by the
Selling  Shareholder;  and (iv) the  number and  percentage  of shares of Common
Stock  to be  held  by the  Selling  Shareholder  after  the  completion  of the
offering.

                                                              Number of shares
                         Number of shares                     of Common Stock/
                         of Common Stock       Number of        Percentage of
                        Beneficially Owned     Shares to      Class to be Owned
                         at February 28,       be Offered     After Completion
      Name                     1997            for Resale      of the Offering
------------------     --------------------   ------------   ------------------

Ely Sanchez...........        2,500             2,500               0/0

         There is no assurance that the Selling Shareholder will sell any of the
Shares offered hereby.  To the extent required,  the specific Shares to be sold,
the names of the Selling  Shareholder,  other additional  shares of Common Stock
beneficially owned by the Selling Shareholder,  the public offering price of the
Shares to be sold, the names of any agent, dealer or underwriter employed by the
Selling Shareholder in connection with such sale, and any applicable  commission
or  discount  with  respect  to a  particular  offer  will  be set  forth  in an
accompanying Prospectus Supplement.

         The Shares covered by this  Prospectus may be sold from time to time so
long as this Prospectus remains in effect;  provided,  however, that the Selling
Shareholder  is first required to contact the Company's  Corporate  Secretary to
confirm that this Prospectus is in effect.  The Company intends to distribute to
the  Selling  Shareholder  a letter  setting  forth the  procedures  whereby the
Selling  Shareholder  may use the  Prospectus  to sell the shares and under what
conditions the Prospectus  may not be used. The Selling  Shareholder  expects to
sell the Shares at prices then attainable,  less ordinary  brokers'  commissions
and dealers' discounts as applicable.

         The Selling Shareholder and any broker or dealer to or through whom any
of the Shares are sold may be deemed to be  underwriters  within the  meaning of
the  Securities  Act with respect to the Common Stock  offered  hereby,  and any
profits  realized by the Selling  Shareholder  or such brokers or dealers may be
deemed  to  be  underwriting  commissions.  Brokers'  commissions  and  dealers'
discounts,  taxes  and  other  selling  expenses  to be  borne  by  the  Selling
Shareholder  are not  expected  to  exceed  normal  selling  expenses  for sales
over-the-counter  or  otherwise,  as the case may be.  The  registration  of the
Shares under the  Securities Act shall not be deemed an admission by the Selling
Shareholder or the

                                       -7-
Company  that the Selling  Shareholder  is an  underwriter  for  purposes of the
Securities Act of any Shares offered under this Prospectus.

                              PLAN OF DISTRIBUTION

         This  Prospectus  covers an aggregate of 2,500 shares of Common  Stock.
All of the Shares  offered  hereby are being resold by the Selling  Shareholder.
The Company will not realize any  proceeds  from the resale of the Shares by the
Selling Shareholder.

         The  distribution  of the  Shares  by the  Selling  Shareholder  is not
subject to any  underwriting  agreement.  The Selling  Shareholder  may sell the
Shares offered hereby from time to time in transactions on Nasdaq, in negotiated
transactions,  or a  combination  of such methods of sale, at fixed prices which
may be  changed,  at market  prices  prevailing  at the time of sale,  at prices
relating  to  prevailing  market  prices or at  negotiated  prices.  The Selling
Shareholder  may effect  such  transactions  by selling the Shares to or through
broker-dealers,  and such broker-dealers may receive compensation in the form of
discounts,  concessions or commissions from the Selling  Shareholder  and/or the
purchasers  of the Shares for whom such  broker-dealers  may act as agents or to
whom they sell as  principals,  or both (which  compensation  as to a particular
broker-dealer  might be in excess of the  customary  commissions).  The  Selling
Shareholder and any broker-dealers that participate with the Selling Shareholder
in the  distribution of the Shares may be deemed to be  underwriters  within the
meaning of Section 2(11) of the Securities Act and any  commissions  received by
them and any  profit on the  resale of the  Shares  commissioned  by them may be
deemed to be underwriting commissions or discounts under the Securities Act. The
Selling Shareholder will pay any transaction costs associated with effecting any
sales that occur.

         In order to comply  with the  securities  laws of  certain  states,  if
applicable,  the  Shares  will  be  sold  in  such  jurisdictions  only  through
registered or licensed  brokers or dealers.  In addition,  in certain states the
Shares may not be sold unless they have been registered or qualified for sale in
the applicable  state or an exemption  from the  registration  or  qualification
requirement  is  available  and is complied  with by the Company and the Selling
Shareholder.

         Under  applicable  rules and  regulations  under the Exchange  Act, any
person engaged in the distribution of the Shares may not  simultaneously  engage
in market-making activities with respect to the Common Stock for a period of two
business days prior to the  commencement of such  distribution.  In addition and
without  limiting the  foregoing,  each Selling  Shareholder  will be subject to
applicable  provisions  of the  Exchange  Act  and  the  rules  and  regulations
thereunder,  including without limitation,  Rules 10b-6, 10b-6A and 10b-7, which
provisions  may limit the timing of the  purchases and sales of shares of Common
Stock by the Selling Shareholder.

         The Selling Shareholder are not restricted as to the price or prices at
which  they may sell  their  Shares.  Sales of such  Shares  may have an adverse
effect  on  the  market  price  of  the  Common  Stock.  Moreover,  the  Selling
Shareholder is not restricted as to the number of Shares that may be sold at any
time and it is possible that a significant number of Shares could be sold at the
same time  which  may also have an  adverse  effect on the  market  price of the
Common Stock.

         The  Company  has agreed to pay all fees and  expenses  incident to the
registration of the Shares,  except selling commissions and fees and expenses of
counsel or any other  professionals  or other  advisors,  if any, to the Selling
Shareholder.

                                       -8-
LEGAL MATTERS

         Certain  legal  matters in  connection  with the issuance of the Shares
offered hereby have been passed upon for the Company by Olshan  Grundman Frome &
Rosenzweig LLP, New York, New York.

                             ADDITIONAL INFORMATION

         The Company has filed with the Commission a  Registration  Statement on
Form S-8 (the "Registration Statement") under the Securities Act with respect to
the Shares offered hereby.  For further  information with respect to the Company
and the Shares offered hereby,  reference is made to the Registration Statement.
Statements  contained in this  Prospectus  as to the contents of any contract or
other document are not necessarily complete, and in each instance,  reference is
made to the  copy of such  contract  or  document  filed  as an  exhibit  to the
Registration  Statement,  such statement being qualified in all respects by such
reference.

                                       -9-
PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following documents filed by Hospitality Worldwide Services, Inc.
(f/k/a Light Savers U.S.A., Inc.) (the "Company") with the Securities and
Exchange Commission (the "Commission") are incorporated herein by reference and
made a part hereof:

                  (a) The Company's  Annual Report on Form 10-KSB for the fiscal
         year ended December 31, 1995, as amended;

                  (b) The  Company's  Quarterly  Reports for the quarters  ended
         March 31, 1996, as amended, June 30, 1996 and and September 30, 1996;

                  (c) The  Company's  Current  Reports  on Form 8-K filed on (i)
         March 21, 1996,  as amended on March 26, 1996;  (ii) November 14, 1996;
         and (iii) January 24, 1997; and

                  (d) The description of the Company's  securities  contained in
         the  Company's  Registration  Statement on Form 8-A filed  December 13,
         1993.

         All  reports  and other  documents  subsequently  filed by the  Company
pursuant to Sections 13, 14 and 15(d) of the Securities Exchange Act of 1934, as
amended, prior to the filing of a post-effective  amendment which indicates that
all securities offered hereby have been sold or which deregisters all securities
remaining unsold,  shall be deemed to be incorporated by reference herein and to
be a part hereof from the date of the filing of such reports and documents.

ITEM 4.  DESCRIPTION OF SECURITIES

         Not applicable.

ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL

         Not applicable.

ITEM 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS

         Section 722 of the New York Business Corporation Law ("NYBCL") permits,
in general,  a New York  corporation to indemnify any person made, or threatened
to be made, a party to an action or  proceeding by reason of the fact that he or
she was a director or officer of the  corporation,  or served  another entity in
any capacity at the request of the  corporation,  against any  judgment,  fines,
amounts paid in settlement and reasonable  expenses,  including  attorney's fees
actually and necessarily  incurred as a result of such action or proceeding,  or
any appeal therein,  if such person acted in good faith, for a purpose he or she
reasonably believed to be in, or, in the case of service for another entity, not
opposed to, to the best interests of the corporation and, in criminal actions or
proceedings,  in addition  had no  reasonable  cause to believe  that his or her
conduct was unlawful. Section 723 of the NYBCL permits the corporation to pay in
advance  of a final  disposition  of such  action  or  proceeding  the  expenses
incurred in defending  such action or proceeding  upon receipt of an undertaking
by or on behalf of the  director  or officer to repay such amount as, and to the
extent,   required  by  statute.   Section  721  of  the  NYBCL   provides  that
indemnification  and  advancement of expense  provisions  contained in the NYBCL
shall not be deemed  exclusive  of any  rights to which a  director  or  officer
seeking indemnification or advancement of expenses may be entitled,  provided no
indemnification  may be made on behalf of any  director or officer if a judgment
or other final adjudication  adverse to the director or officer establishes that
his or her acts  were  committed  in bad  faith or were the  result of active or
deliberate  dishonesty and were material to the cause of action so  adjudicated,
or that he or she

                                      II-1
personally  gained in fact a financial  profit or other advantage to which he or
she was not legally entitled.

         Article  Three  of  the  Company's  Certificate  of  Incorporation,  as
amended,  provides,  in general, that the personal liability of the directors of
the Company is eliminated to the fullest  extent  permitted by the provisions of
paragraph  (b) of  Section  402 of the  NYBCL,  as the same may be  amended  and
supplemented.  Section  402(b) of the NYBCL  provides  that the  certificate  of
incorporation of a New York corporation may set forth a provision eliminating or
limiting  the  personal  liability  of  directors  to  the  corporation  or  its
stockholders for damages for any breach of duty in such capacity,  provided that
no such provision  shall eliminate or limit (1) the liability of any director if
a judgment or other final adjudication  adverse to him establishes that his acts
or omissions were in bad faith or involved  intentional  misconduct or a knowing
violation  of law or that he  personally  gained in fact a  financial  profit or
other advantage to which he is not legally  entitled or (2) the liability of any
director for any act or omission prior to the adoption of a provision authorized
by Section 402(b) of the NYBCL.

         Article XII of the  Company's  By-Laws,  as amended,  provides that the
Company shall, to the fullest extent now or hereafter  permitted by the New York
Business  Corporation Law, indemnify any director or officer who is or was made,
or threatened to be made, a party to an action or  proceeding,  whether civil or
criminal,  whether  involving any actual or alleged  breach of duty,  neglect or
error, any  accountability,  or any actual or alleged  misstatement,  misleading
statement  or other act or omission  and whether  brought or  threatened  in any
court or administrative or legislative body or agency, including an action by or
in the right of the  Company to procure a judgment in its favor and an action by
or in the  right of any  other  corporation  of any type or  kind,  domestic  or
foreign,  or any  partnership,  joint venture,  trust,  employee benefit plan or
other  enterprise,  which any  director  or officer of the Company is serving or
served in any  capacity at the request of the  Company,  or is serving or served
such other corporation, partnership, joint venture, trust, employee benefit plan
or other enterprise in any capacity,  against judgments,  fines, amounts paid in
settlement,  and costs, charges and expenses,  including attorneys' fees, or any
appeal therein; provided,  however, that no indemnification shall be provided to
any such director or officer if a judgment or other final  adjudication  adverse
to the director or officer  establishes  that (i) his acts were committed in bad
faith or were the  result of active and  deliberate  dishonesty  and,  in either
case, were material to the cause of action so adjudicated, or (ii) he personally
gained in fact a financial profit or other advantage to which he was not legally
entitled.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

ITEM 8.  EXHIBITS

          EXHIBIT INDEX

         *4(a)   -    1996 Stock Option Plan (the "1996 Plan").

         *4(b)   -    Form of Option Agreement for the 1996 Plan.

          5      -    Opinion of Olshan Grundman Frome & Rosenzweig LLP.

         23(a)   -    Consent of BDO Seidman, LLP, independent auditors.

         23(b)   -    Consent of Arthur Andersen LLP, independent auditors.

         23(c)   -    Consent of Olshan Grundman Frome & Rosenzweig LLP 
                      (included in its opinion filed as Exhibit 5).

                                      II-2
24      -    Powers of Attorney (included on signature page to this
                      Registration Statement).

--------------------
*        Incorporated by reference to the Registrant's Registration Statement on
         Form S-8 filed February 12, 1997 (Commission File No. 333-21689)

ITEM 9.  UNDERTAKINGS.

         A.       The undersigned registrant hereby undertakes:

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

                  (2)      That, for the purposes 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; and

                  (3)      To   remove   from   registration   by   means  of  a
                           post-effective  amendment any of the securities being
                           registered  that remain unsold at the  termination of
                           the offering.

         B.       The  undersigned   registrant   hereby  undertakes  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 15(d) of the Securities  Exchange
                  Act of 1934 (and, where applicable, each filing of an employee
                  benefit plan's annual report  pursuant to Section 15(d) of the
                  Securities  Exchange  Act of  1934)  that is  incorporated  by
                  reference in this Registration Statement shall be deemed to be
                  a  new  registration  statement  relating  to  the  securities
                  offered  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  Securities  and  Exchange
                  Commission  such  indemnification  is against public policy as
                  expressed  in the  Securities  Act of 1933 and is,  therefore,
                  unenforceable.  In the event that a claim for  indemnification
                  against  such  liabilities  (other  than  the  payment  by the
                  registrant of expenses incurred or paid by a director, officer
                  or  controlling  person of the  registrant  in the  successful
                  defense of any action, suit or proceeding) is asserted by such
                  director, officer or controlling person in connection with the
                  securities being  registered,  the registrant will,  unless in
                  the opinion of its  counsel  the matter has been  settled by a
                  controlling  precedent,  submit  to  a  court  of  appropriate
                  jurisdiction the question whether such  indemnification  by it
                  is against public policy as expressed in the Securities Act of
                  1933 and will be  governed by the final  adjudication  of such
                  issue.

                                      II-3
SIGNATURES

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

                                        HOSPITALITY WORLDWIDE SERVICES, INC.
                                        ----------------------------------------
                                             (Registrant)

                                        By: /S/ ALAN G. FRIEDBERG
                                            ------------------------------------
                                            Alan G. Friedberg, President

                                POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below  constitutes  and appoints Alan G.  Friedberg and Howard G. Anders
his true and lawful attorneys-in-fact and agent, with full power of substitution
and resubstitution,  for and in his or her name, place and stead, in any and all
capacities, to sign any or all amendments to this Registration Statement, and to
file the same,  with all exhibits  thereto,  and other  documents in  connection
therewith,  with the  Securities  and Exchange  Commission,  granting  unto said
attorney-in-fact  and agent, full power and authority to do and perform each and
every act and thing requisite necessary to be done in and about the premises, as
fully to all  intents  and  purposes  as he or she might or could do in  person,
hereby ratifying and confirming all that said attorney-in-fact and agent, or his
or her substitute, may lawfully do or cause to be done by virtue hereof.

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

        Signature                       Title                        Date
        ---------                       -----                        ----

/S/ ALAN G. FRIEDBERG             President, Chief            February 28, 1997
-------------------------------   Executive Officer    
        Alan G. Friedberg         (principal executive 
                                  officer) and Director
                                  

/S/ HOWARD G. ANDERS              Executive Vice President,   February 28, 1997
-------------------------------   Chief Financial Officer 
        Howard G. Anders          (principal financial    
                                  officer and principal   
                                  accounting officer) and 
                                  Secretary               
                                  
/S/ SCOTT A. KANIEWSKI            Director                    February 28, 1997
-------------------------------
      Scott A. Kaniewski

                                  Director
-------------------------------
        Louis K. Adler

                                  Director
-------------------------------
        George  Asch

/S/ RICHARD A. BARTLETT           Director                    February 28, 1997
-------------------------------
      Richard A. Bartlett

                                      II-4