Registration No. 33-
- -------------------------------------------------------------------------------



                       SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C.


                                    FORM S-8

                             REGISTRATION STATEMENT

                                      under

                           THE SECURITIES ACT OF 1933



                             ALLEGRO NEW MEDIA, INC.
             (Exact name of registrant as specified in its charter)

       Delaware                                        22-3270045
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
 incorporation or organization)

           #3 Oak Road, Fairfield, NJ                     07004
     (Address of principal executive offices)           (Zip Code)

              ALLEGRO NEW MEDIA, INC. 1994 LONG TERM INCENTIVE PLAN
                            (Full title of the plan)

                          Barry A. Cinnamon, President
                             Allegro New Media, Inc.
                                   #3 Oak Road
                           Fairfield, New Jersey 07004
                     (Name and address of agent for service)

                                 (201) 808-1992
         (Telephone number, including area code, of agent for service)

                                    copy to:
                             Neil M. Kaufman, Esq.
                    Blau, Kramer, Wactlar & Lieberman, P.C.
                             100 Jericho Quadrangle
                            Jericho, New York 11753
                                 (516) 822-4820

<TABLE>
<CAPTION>
                        CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------------------------

<S>                     <C>              <C>                  <C>                 <C>
                                          Proposed maximum     Proposed maximum
Title of  securities    Amount to be     offering price per   aggregate offering      Amount of
 to be registered        registered         security (1)          price (1)       registration fee

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


Common Stock,
par velue $.001         1,000,000 shs.   $7.625               $7,625,000          $2,629
 per share
- -------------------------------------------------------------------------------------------------

<FN>
(1) Estimated solely for the purpose of calculating the registration  fee, based
upon the  average  of the high and low  prices  of the  Company's  Common  Stock
reported on NASDAQ on September 25, 1996.

(2) The  Registration  Statement  also  covers an  indeterminate  number of
additional  shares of  Common  Stock  which  may  become  issuable  pursuant  to
anti-dilution and adjustment provisions of the Plan.
</FN>
</TABLE>
- -------------------------------------------------------------------------------



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

     The Registrant  hereby  incorporates  by reference  into this  Registration
Statement the documents listed in (a) through (c) below:

          (a)  The  Registrant's  latest annual report filed pursuant to Section
               13(a) or 15(d) of the Securities  Exchange Act of 1934, or either
               (I) the latest prospectus filed pursuant to Rule 424(b) under the
               Securities Act of 1933 that contains audited financial statements
               for the Registrant's latest fiscal year for which such statements
               have been filed or (II) the Registrant's  effective  registration
               statement on Form 10 filed under the  Securities  Exchange Act of
               1934 containing audited financial statements for the Registrant's
               latest fiscal year;

          (b)  All other reports filed pursuant to Section 13(a) or 15(d) of the
               Securities  Exchange Act of 1934 since the end of the fiscal year
               covered by the Registrant document referred to in (a) above;

          (c)  The description of the class of securities to be offered which is
               contained in a registration  statement  filed under Section 12 of
               the Securities  Exchange Act of 1934,  including any amendment or
               report filed for the purpose of updating such description.

     All documents  subsequently  filed by the  Registrant  pursuant to Sections
13(a),  13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which  deregisters all such securities then remaining  unsold,
shall be deemed to be incorporated by reference in this  Registration  Statement
and to be a part hereof from the date of filing of such documents.

Item 4.   Description of Securities.

          Not applicable.

Item 5.   Interests of Named Experts and Counsel.

          Not applicable.

Item 6.   Indemnification of Directors and Officers.

     Under the  provisions of the  Certificate of  Incorporation  and By-Laws of
Registrant,  each person who is or was a director or officer of Registrant shall
be  indemnified  by  Registrant  as of  right to the full  extent  permitted  or
authorized by the General Corporation Law of Delaware.

     Under such law, to the extent that such person is  successful on the merits
of defense of a suit or  proceeding  brought  against  him by reason of the fact
that he is a director or officer of Registrant,  he shall be indemnified against
expenses (including attorneys' fees) reasonably incurred in connection with such
action.

     If unsuccessful  in defense of a third-party  civil suit or a criminal suit
is settled,  such a person shall be indemnified  under such law against both (1)
expenses (including  attorneys' fees) and (2) judgments,  fines and amounts paid
in settlement  if he acted in good faith and in a manner he reasonably  believed
to be in, or not opposed to, the best interests of Registrant,  and with respect
to any  criminal  action,  had no  reasonable  cause to believe  his conduct was
unlawful.

<PAGE>

     If  unsuccessful  in  defense  of a  suit  brought  by or in the  right  of
Registrant, or if such suit is settled, such a person shall be indemnified under
such law only  against  expenses  (including  attorneys'  fees)  incurred in the
defense or  settlement of such suit if he acted in good faith and in a manner he
reasonably  believed  to be  in,  or not  opposed  to,  the  best  interests  of
Registrant except that if such a person is adjudicated to be liable in such suit
for negligence or misconduct in the  performance  of his duty to Registrant,  he
cannot be made whole even for expenses  unless the court  determines  that he is
fairly and reasonably entitled to be indemnified for such expenses.

     The  officers and  directors  of the Company are covered by  officers'  and
directors'  liability  insurance.  The  policy  coverage  is  $1,500,000,  which
includes  reimbursement  for  costs  and  fees.  There  is a  maximum  aggregate
deductible  for each loss under the policy of $150,000.  The Company has entered
into  Indemnification  Agreements  with each of its officers and directors.  The
Agreements  provide for  reimbursement  for all direct and indirect costs of any
type or nature whatsoever (including attorneys' fees and related  disbursements)
actually and reasonably  incurred in connection  with either the  investigation,
defense  or  appeal of a  Proceeding,  as  defined,  including  amounts  paid in
settlement by or on behalf of an Indemnitee.

Item 7.   Exemption from registration claimed.

          Not applicable.

Item 8.   Exhibits.

          4     1994 Long Term Incentive Plan

          5    Opinion and consent of Blau, Kramer, Wactlar & Lieberman, P.C.

          23.1 Consent of Blau, Kramer, Wactlar & Lieberman, P.C. - included in
               their opinion filed as Exhibit 5.

          23.2 Consent of Ernst & Young LLP

          24   Powers of Attorney.

 Item 9.  Undertakings.

     (a)  The undersigned Registrant hereby undertakes:

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

               (i)  To include any prospectus required by Section 10(a)(3) of
               the Securities Act of 1933;

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

               (iii) To include any  material  information  with  respect to the
               plan of distribution not previously disclosed in the Registration
               Statement  or any  material  change  to such  information  in the
               Registration  Statement;   provided,   however,  that  paragraphs
               (a)(l)(i)  and  (a)(l)(ii)  do  not  apply  if  the  registration
               statement  is on  Form  S-3 or  Form  S-8,  and  the  information
               required to be included in a  post-effective  amendment  by those
               paragraphs  is  contained  in  periodic   reports  filed  by  the
               Registrant  pursuant  to  section  13 or  section  15(d)  of  the
               Securities   Exchange  Act  of  1934  that  are  incorporated  by
               reference in the Registration Statement.

<PAGE>

          (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.

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

     (b) The  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 Section 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 the
Registration  Statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at the 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 Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against policy
as expressed in the Act and will be governed by the final  adjudication  of such
issue.



<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
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 Fairfield, N.J. on the 26th day of September 1996.

                                        ALLEGRO NEW MEDIA, INC.

                                        By:    /s/ Barry A.  Cinnamon
                                             Barry A.  Cinnamon
                                             Chairman of the Board, President
                                             and Chief Executive Officer

                                POWER OF ATTORNEY

     Pursuant to the  requirements  of the  Securities  Act of 1933, as amended,
this  Registration  Statement  has been  signed on  September  26,  1996 by the
following  persons in the  capacities  indicated.  Each person  whose  signature
appears below  constitutes  and appoints Barry A.  Cinnamon,  with full power of
substitution, our true and lawful attorneys-in-fact and agents to do any and all
acts and things in our name and on our behalf in our capacities  indicated below
which they or either of them may deem  necessary or advisable to enable  Allegro
New Media,  Inc. to comply with the Securities Act of 1933, as amended,  and any
rules,  regulations and requirements of the Securities and Exchange  Commission,
in connection with this Registration Statement including  specifically,  but not
limited to, power and  authority to sign for us or any of us in our names in the
capacities  stated  below,  any and  all  amendments  (including  post-effective
amendments) thereto,  granting unto said attorneys-in-fact and agents full power
and  authority  to do and  perform  each and every act and thing  requisite  and
necessary to be done in such connection, as fully to all intents and purposes as
we might or could do in person,  hereby  ratifying and  confirming all that said
attorneys-in-fact and agents, or his substitute or substitutes,  may lawfully do
or cause to be done by virtue thereof.

          Signature                             Title

 /s/ Barry A.  Cinnamon            Chairman of the Board, President,
     Barry A.  Cinnamon            Chief Executive Officer
                                   (Principal Executive Officer)

  /s/ Mark E.  Leininger           Vice President-Finance, Treasurer
      Mark E.  Leininger           (Chief Financial Officer)

  /s/ Marc E.  Jaffe               Director
      Marc E.  Jaffe

                                   Director
      Eng Chye Low

  /s/ George L.  Lauro             Director
      George L.  Lauro

  /s/ Neil R.  Austrian            Director
      Neil R.  Austrian

  /s/ Joseph Cirillo               Director
      Joseph Cirillo

  /s/ Gwyn Jones                   Director
      Gwyn Jones

  /s/ Lori Kramer Cinnamon         Director
      Lori Kramer Cinnamon


<PAGE>



                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


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


                             Allegro New Media, Inc.



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



                         Form S-8 Registration Statement


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


                             E X H I B I T  I N D E X


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



Exhibit                                                 
Number               Exhibit Description               

4                    1994 Long Term Incentive Plan 

5                    Opinion and Consent of Counsel

23.1                 Consent of Counsel - See Exhibit 5

23.2                 Consent of Ernst & Young LLP

24                   Powers of Attorney - see signature page
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 16549}]
{"company-data": {"conformed-name": "ALLEGRO NEW MEDIA INC", "cik": "0000926331", "assigned-sic": "7372", "irs-number": "223270045", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-13059", "film-number": "96637018"}, "business-address": {"street1": "16 PASSAIC AVENUE 6", "city": "FAIRFIELD", "state": "NJ", "zip": "07004", "phone": "2018081992"}, "mail-address": {"street1": "16 PASSAIC AVENUE", "street2": "UNIT 6", "city": "FAIRFIELD", "state": "NJ", "zip": "07004"}}
Registration No. 33-
- -------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C.

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      under

                           THE SECURITIES ACT OF 1933

                             ALLEGRO NEW MEDIA, INC.
             (Exact name of registrant as specified in its charter)

       Delaware                                        22-3270045
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
 incorporation or organization)

           #3 Oak Road, Fairfield, NJ                     07004
     (Address of principal executive offices)           (Zip Code)

              ALLEGRO NEW MEDIA, INC. 1994 LONG TERM INCENTIVE PLAN
                            (Full title of the plan)

                          Barry A. Cinnamon, President
                             Allegro New Media, Inc.
                                   #3 Oak Road
                           Fairfield, New Jersey 07004
                     (Name and address of agent for service)

                                 (201) 808-1992
         (Telephone number, including area code, of agent for service)

                                    copy to:
                             Neil M. Kaufman, Esq.
                    Blau, Kramer, Wactlar & Lieberman, P.C.
                             100 Jericho Quadrangle
                            Jericho, New York 11753
                                 (516) 822-4820
CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------------------------
Proposed maximum     Proposed maximum
Title of  securities    Amount to be     offering price per   aggregate offering      Amount of
 to be registered        registered         security (1)          price (1)       registration fee

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

Common Stock,
par velue $.001         1,000,000 shs.   $7.625               $7,625,000          $2,629
 per share
- -------------------------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the registration  fee, based
upon the  average  of the high and low  prices  of the  Company's  Common  Stock
reported on NASDAQ on September 25, 1996.

(2) The  Registration  Statement  also  covers an  indeterminate  number of
additional  shares of  Common  Stock  which  may  become  issuable  pursuant  to
anti-dilution and adjustment provisions of the Plan.
- -------------------------------------------------------------------------------

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

     The Registrant  hereby  incorporates  by reference  into this  Registration
Statement the documents listed in (a) through (c) below:

          (a)  The  Registrant's  latest annual report filed pursuant to Section
               13(a) or 15(d) of the Securities  Exchange Act of 1934, or either
               (I) the latest prospectus filed pursuant to Rule 424(b) under the
               Securities Act of 1933 that contains audited financial statements
               for the Registrant's latest fiscal year for which such statements
               have been filed or (II) the Registrant's  effective  registration
               statement on Form 10 filed under the  Securities  Exchange Act of
               1934 containing audited financial statements for the Registrant's
               latest fiscal year;

          (b)  All other reports filed pursuant to Section 13(a) or 15(d) of the
               Securities  Exchange Act of 1934 since the end of the fiscal year
               covered by the Registrant document referred to in (a) above;

          (c)  The description of the class of securities to be offered which is
               contained in a registration  statement  filed under Section 12 of
               the Securities  Exchange Act of 1934,  including any amendment or
               report filed for the purpose of updating such description.

     All documents  subsequently  filed by the  Registrant  pursuant to Sections
13(a),  13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which  deregisters all such securities then remaining  unsold,
shall be deemed to be incorporated by reference in this  Registration  Statement
and to be a part hereof from the date of filing of such documents.

Item 4.   Description of Securities.

          Not applicable.

Item 5.   Interests of Named Experts and Counsel.

          Not applicable.

Item 6.   Indemnification of Directors and Officers.

     Under the  provisions of the  Certificate of  Incorporation  and By-Laws of
Registrant,  each person who is or was a director or officer of Registrant shall
be  indemnified  by  Registrant  as of  right to the full  extent  permitted  or
authorized by the General Corporation Law of Delaware.

     Under such law, to the extent that such person is  successful on the merits
of defense of a suit or  proceeding  brought  against  him by reason of the fact
that he is a director or officer of Registrant,  he shall be indemnified against
expenses (including attorneys' fees) reasonably incurred in connection with such
action.

     If unsuccessful  in defense of a third-party  civil suit or a criminal suit
is settled,  such a person shall be indemnified  under such law against both (1)
expenses (including  attorneys' fees) and (2) judgments,  fines and amounts paid
in settlement  if he acted in good faith and in a manner he reasonably  believed
to be in, or not opposed to, the best interests of Registrant,  and with respect
to any  criminal  action,  had no  reasonable  cause to believe  his conduct was
unlawful.
If  unsuccessful  in  defense  of a  suit  brought  by or in the  right  of
Registrant, or if such suit is settled, such a person shall be indemnified under
such law only  against  expenses  (including  attorneys'  fees)  incurred in the
defense or  settlement of such suit if he acted in good faith and in a manner he
reasonably  believed  to be  in,  or not  opposed  to,  the  best  interests  of
Registrant except that if such a person is adjudicated to be liable in such suit
for negligence or misconduct in the  performance  of his duty to Registrant,  he
cannot be made whole even for expenses  unless the court  determines  that he is
fairly and reasonably entitled to be indemnified for such expenses.

     The  officers and  directors  of the Company are covered by  officers'  and
directors'  liability  insurance.  The  policy  coverage  is  $1,500,000,  which
includes  reimbursement  for  costs  and  fees.  There  is a  maximum  aggregate
deductible  for each loss under the policy of $150,000.  The Company has entered
into  Indemnification  Agreements  with each of its officers and directors.  The
Agreements  provide for  reimbursement  for all direct and indirect costs of any
type or nature whatsoever (including attorneys' fees and related  disbursements)
actually and reasonably  incurred in connection  with either the  investigation,
defense  or  appeal of a  Proceeding,  as  defined,  including  amounts  paid in
settlement by or on behalf of an Indemnitee.

Item 7.   Exemption from registration claimed.

          Not applicable.

Item 8.   Exhibits.

          4     1994 Long Term Incentive Plan

          5    Opinion and consent of Blau, Kramer, Wactlar & Lieberman, P.C.

          23.1 Consent of Blau, Kramer, Wactlar & Lieberman, P.C. - included in
               their opinion filed as Exhibit 5.

          23.2 Consent of Ernst & Young LLP

          24   Powers of Attorney.

 Item 9.  Undertakings.

     (a)  The undersigned Registrant hereby undertakes:

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

               (i)  To include any prospectus required by Section 10(a)(3) of
               the Securities Act of 1933;

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

               (iii) To include any  material  information  with  respect to the
               plan of distribution not previously disclosed in the Registration
               Statement  or any  material  change  to such  information  in the
               Registration  Statement;   provided,   however,  that  paragraphs
               (a)(l)(i)  and  (a)(l)(ii)  do  not  apply  if  the  registration
               statement  is on  Form  S-3 or  Form  S-8,  and  the  information
               required to be included in a  post-effective  amendment  by those
               paragraphs  is  contained  in  periodic   reports  filed  by  the
               Registrant  pursuant  to  section  13 or  section  15(d)  of  the
               Securities   Exchange  Act  of  1934  that  are  incorporated  by
               reference 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.

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

     (b) The  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 Section 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 the
Registration  Statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at the 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 Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against policy
as expressed in the Act and will be governed by the final  adjudication  of such
issue.
SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that  it  has  reasonable  grounds  to  believe  that  it  meets  all
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 Fairfield, N.J. on the 26th day of September 1996.

                                        ALLEGRO NEW MEDIA, INC.

                                        By:    /s/ Barry A.  Cinnamon
                                             Barry A.  Cinnamon
                                             Chairman of the Board, President
                                             and Chief Executive Officer

                                POWER OF ATTORNEY

     Pursuant to the  requirements  of the  Securities  Act of 1933, as amended,
this  Registration  Statement  has been  signed on  September  26,  1996 by the
following  persons in the  capacities  indicated.  Each person  whose  signature
appears below  constitutes  and appoints Barry A.  Cinnamon,  with full power of
substitution, our true and lawful attorneys-in-fact and agents to do any and all
acts and things in our name and on our behalf in our capacities  indicated below
which they or either of them may deem  necessary or advisable to enable  Allegro
New Media,  Inc. to comply with the Securities Act of 1933, as amended,  and any
rules,  regulations and requirements of the Securities and Exchange  Commission,
in connection with this Registration Statement including  specifically,  but not
limited to, power and  authority to sign for us or any of us in our names in the
capacities  stated  below,  any and  all  amendments  (including  post-effective
amendments) thereto,  granting unto said attorneys-in-fact and agents full power
and  authority  to do and  perform  each and every act and thing  requisite  and
necessary to be done in such connection, as fully to all intents and purposes as
we might or could do in person,  hereby  ratifying and  confirming all that said
attorneys-in-fact and agents, or his substitute or substitutes,  may lawfully do
or cause to be done by virtue thereof.

          Signature                             Title

 /s/ Barry A.  Cinnamon            Chairman of the Board, President,
     Barry A.  Cinnamon            Chief Executive Officer
                                   (Principal Executive Officer)

  /s/ Mark E.  Leininger           Vice President-Finance, Treasurer
      Mark E.  Leininger           (Chief Financial Officer)

  /s/ Marc E.  Jaffe               Director
      Marc E.  Jaffe

                                   Director
      Eng Chye Low

  /s/ George L.  Lauro             Director
      George L.  Lauro

  /s/ Neil R.  Austrian            Director
      Neil R.  Austrian

  /s/ Joseph Cirillo               Director
      Joseph Cirillo

  /s/ Gwyn Jones                   Director
      Gwyn Jones

  /s/ Lori Kramer Cinnamon         Director
      Lori Kramer Cinnamon
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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                             Allegro New Media, Inc.

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                         Form S-8 Registration Statement

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                             E X H I B I T  I N D E X

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Exhibit                                                 
Number               Exhibit Description               

4                    1994 Long Term Incentive Plan 

5                    Opinion and Consent of Counsel

23.1                 Consent of Counsel - See Exhibit 5

23.2                 Consent of Ernst & Young LLP

24                   Powers of Attorney - see signature page