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


Corporate Vision Inc. 
(Exact name of issuer as specified in its charter)




                   Oklahoma                                73-1380820
                (State or other                             (I.R.S. 
                                                    Employer Identification No.)
jurisdiction of incorporation or organization)



6130 South Memorial Drive Tulsa, OK 74130
(Address of Principal Executive Offices) (Zip Code)




Warrant and Private Placement Plan


Keith A. Anderson 
6130 South Memorial Drive Tulsa OK 74130
(Name and address of agent for service)

(918) 748-3603
(Telephone number, including area code, of agent for service)


CALCULATION OF REGISTRATION FEE

Title of         Amount to be      Proposed Maximum     Proposed       Amount
securities       registered        Offering Price       Maximum          of
to be                                 per share         Aggregate   Registration
registered                                              Offering         Fee
                                                          Price
    
 .01 par value (1)    393,000                              $1,179,000      $300
Common Stock 

 .01 par value (2)(3)  57,000             $1                $   57,000     $ 
Common Stock 

Totals               450,000             $3                 $1,236,000      $300


(1) Maximum Common stock which may be converted, 
By the exercising, of issued warrants 

(2) Private placement stock, October 1998. 

 

Total No. of Pages: 14 
Exhibit Index on Page No.: 36 











Corporate Vision Inc. 
6130 South Memorial Tulsa OK. 74133
(918) 748-3603

(450,000 SHARES OF COMMON STOCK)

This Prospectus relates to the offer and sale by Corporate Vision,Inc., an 
Oklahoma corporation (the "Company"), of up to 450,000 shares of its common 
stock (the "Common Stock") to holders of Class A warrants and October through
December 1998 Private Placement stock. The Company is registering hereunder 
and subsequently issuing to the bearers of these certificates upon 
fulfillment of the agreed terms of the exercise of these options 393,000 
shares of Common Stock.

The Common Stock is not subject to any restriction on transferability. Of the 
shares registered hereunder, a portion are being sold to "affiliates" of the 
Company. An affiliate is, summarily, any director, executive officer or 
controlling shareholder of the Company. The Consultants, or some of them, 
however, may become subject to Section 16(b) of the Securities Exchange Act 
of 1934, as amended (the "Exchange Act"), which would limit their discretion 
in transferring the shares acquired in the Company. 
(See "General Information - Restrictions on Resale.")

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 January 8, 1999

<PAGE>
This Prospectus is part of a Registration Statement which was filed and became 
effective under the Securities Act of 1933, as amended (the "Securities Act"), 
and does not contain all of the information set forth in the Registration 
Statement, certain portions of which have been omitted pursuant to the rules 
and regulations promulgated by the U.S. Securities and Exchange Commission 
(the "Commission") under the Securities Act. The statements in this Prospectus 
as to the contents of any contracts or other documents filed as an exhibit to 
either the Registration Statement or other filings by the Company with the 
Commission are qualified in their entirety by reference there to. 

A copy of any document or part thereof incorporated by reference in this 
Prospectus but not delivered herewith will be furnished without charge upon 
written or oral request. Requests should be addressed to: Director of Investor
Relations, Corporate Vision, Inc., 6130 South Memorial Drive Tulsa, OK 74133
(918) 748 - 3603.

The Company is subject to the reporting requirements of the Exchange Act and in 
accordance therewith files reports and other information with the Commission.
These reports, as well as the proxy statements, information statements and 
other information filed by the Company under the Exchange Act may be inspected 
and copied at the public reference facilities maintained by the Commission at 
450 Fifth Street, N.W., Washington, D.C. 20549. 

Copies may be obtained at the prescribed rates. In addition, the Common Stock
is quoted on the "bulletin board" maintained by the National Association of 
Securities Dealers, Inc. ("NASD"); thus, copies of these reports, proxy 
statements, information statements and other information may also be examined 
at the offices of the NASD at 1735 K St., N.W., Washington, D.C. 20549.No person
has been authorized to give any information or to make any representation, other
than those contained in this Prospectus, and, if given or made, such other 
information or representation must not be relied upon as having been authorized
by the Company. This Prospectus does not constitute an offer or a solicitation 
by anyone in any state in which such is not authorized or in which the person 
making such is not qualified or to any person to whom it is unlawful to make an
offer or solicitation. Neither the delivery of this Prospectus nor any sale made
hereunder shall, under any circumstance, create any implication that there has 
not been a change in the affairs of the Company since the date hereof.






<PAGE>

TABLE OF CONTENTS

                                                             
                                                              Page

GENERAL INFORMATION. . . . . . . . . . . . . . . . . . . . . . .5
                      The Company . . .. . . . . . . . . . . . .5
                       Purposes. . . . . . . . . . . . . . . ...5
                       Common Stock. . . . .  . . . . . . . . ..5
                       No Restrictions on Transfer. .. . . . . .5
                       Tax Treatment to the Company..  . . . . .6
                       Restrictions on Resales . ..  . . . . . .6

DOCUMENTS INCORPORATED BY REFERENCE AND 
ADDITIONAL INFORMATION . . . . . . . . . . . . . . . . . . . . .6

              Interests of Named Experts and Counsel. . . . . . .7 
              Indemnification . .... . . . . ...... . . . . . . .7

INFORMATION NOT REQUIRED IN PROSPECTUS . . . . . . . .8
          Item 3. Incorporation of Documents by Reference.. . . . .8
          Item 4. Description of Securities.. .. . . .... . . .....8
          Item 5. Interests of Named Experts and Counsel. . ... . .8
          Item 6. Indemnification of Directors and Officers... .. .9
          Item 7. Exemption from Registration Claimed.. . .. . .. .9
          Item 8. Exhibits. . . . . . ........... . . . . . . . . .9
          Item 9. Undertakings. . . . . . . ..... . . . . . . . . 10

<PAGE>

The Company

The Company has its principal executive offices at 6130 South Memorial Tulsa, 
OK 74136
(918) 748-3603.

Purposes

The Common Stock will be issued by the Company pursuant to agreements. Stated 
on the June 1, 1998 Issue of class A warrants to the shareholders of record, 
as a dividend to these shareholders. A certain portion of this common stock will
be issued in pursuit to the agreements made with the shareholders that purchased
private placement shares of the common stock at various times from August 1998 
to December 1998. The Registration of these Common shares have been approved by 
the Board of Directors of the Company (the "Board of Directors"). 

Common 

Stock The board has authorized the issuance and delivery of up to 450,000 shares
of Common Stock to the bearers of these Common share and Warrant certificates
upon and subsequent to effectiveness of the Registration Statement, but only in 
the event the bearers of these Warrant certificates, elect to exercise their 
options to take these shares valued at their market in exchange for the fair 
value of the declared strike price and terms declared in order to redeem and or 
exercise the warrant certificate. 
 
No Restrictions on Transfer

The Shareholders which choose to exercise these warrants will become the record 
and beneficial owners of the shares of Common Stock upon issuance and delivery 
and are entitled to all of the rights of ownership, including the right to vote 
any shares awarded and to receive ordinary cash or stock dividends on the Common
Stock.

Tax Treatment to the Common Shares Redeemed

The Common Stock is not qualified under Section 401(a) of the Internal Revenue 
Code. The Shareholders which choose to convert the warrants, therefore, will be 
deemed for federal income tax purposes to recognize ordinary income during the 
taxable year in which the first of the following events occurs: (a) the shares 
become freely transferable or (b) the shares cease to be subject to a 
substantial risk of forfeiture. Accordingly, the shareholders will receive 
exchanged shares, taxable at ordinary rates equal to the fair market value of 
the shares on the date of receipt. The Shareholders are urged to consult their 
tax advisor on this matter. Further, if any recipient is an "affiliate," Section
 16(b) of the Exchange Act is applicable and will affect the issue of taxation.

A recipient of securities hereunder, however, may elect to include in his income
for the taxable year in which securities are received the fair market value 
thereof on the date received. If this election is made, the subsequent lapsing
of the substantial risk of forfeiture and such other restrictions, if any, will 
not result in any income to the recipient.



Tax Treatment to the Company

The amount of income recognized by any recipient hereunder in accordance with
the foregoing discussion will be an expense deductible by the Company for 
federal income tax purposes in the taxable year of the Company during which 
the recipient recognizes income.

Restrictions on Resales

In the event that an affiliate of the Company acquires shares of Common Stock 
hereunder, the affiliate will be subject to Section 16(b) of the Exchange Act. 
This would mean that the affiliate could not sell any shares acquired 
hereunder for a period of at least six (6) months thereafter. Further, in the 
event that any affiliate acquiring shares hereunder has sold any shares of 
Common Stock in the previous six months preceding the receipt of shares 
hereunder, any so called "profit," as computed under Section 16(b) of the 
Exchange Act, would be required to be disgorged from the recipient by the 
Company. Shares of Common Stock acquired here under by other than affiliates 
are not subject to Section 16(b) of the Exchange Act.



DOCUMENTS INCORPORATED BY REFERENCE
AND
ADDITIONAL INFORMATION


The Company hereby incorporates by reference (i) its annual report on Form10-KSB
for the year ended December 31, 1997, filed pursuant to the Exchange Act, (ii) 
any and all Forms 10-Q filed under the Exchange Act subsequent to any filed 
Form 10-K, as well as all other reports filed under the Exchange Act, and the 
Company's Form 8-A or Form 10 filing, as the case maybe, and (iii) its annual 
report, if any, to shareholders delivered pursuant to Rule 14a-3 of the 
Exchange Act. In addition, all further documents filed by the Company 
pursuant to Sections 13, 14, or 15(d) of the Exchange Act prior to the 
termination of this offering are deemed to be incorporated by reference into 
this Prospectus and to be a part hereof from the date of filing.

A copy of any document or part thereof incorporated by reference in the 
Registration Statement but not delivered with this Prospectus will be furnished 
without charge upon written or oral request. Requests should be addressed to: 
Director of Investor Relations, Corporate Vision Inc. 6130 South Memorial Dr. 
Tulsa, OK 74133 
(918) 748-3603

Interests of Named Experts and Counsel

Anthony Baldwin, Esq., assisted in the preparation of this Prospectus and the 
Registration Statement and has given an opinion on the validity of the 
securities covered thereby. Mr. Baldwin is not a party, anticipated, receiving
shares registered hereunder pursuant to the terms and conditions of the 
agreement. Mr. Baldwin is not an affiliate of the Company.


Indemnification

Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to directors, officers, or persons controlling the Company, the 
Company has been informed that in the opinion of the Commission such 
indemnification is against public policy as expressed in the Securities Act and 
is, therefore, unenforceable.



 [INTENTIONALLY LEFT BLANK] <PAGE>


PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3. Incorporation of Documents by Reference.

Registrant hereby states that (i) all documents set forth in (a) through(c), 
below, are incorporated by reference in this registration statement, and (ii) 
all documents subsequently filed by registrant pursuant to Sections 13(a), 13(c)
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
have been sold or which de-registers all 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.

(a) Registrant's latest annual report, whether or not filed pursuant to Sections
13(a) or 15(d) of the Exchange Act;

(b) All other reports filed pursuant to Sections 13(a) or 15(d) of the Exchange 
Act since the end of the fiscal year covered by the registrant documents 
referred to in (a), above;

(c) The latest prospectus filed pursuant to Rule 424(b) under the Securities Act
 or the effective Form 10 registering registrant's equity under the Exchange 
Act; 

(d) The description of the securities offered hereby as set forth in the Form 10
filed by registrant under the Exchange Act, as well as any and all amendments 
thereto.


Item 4. Description of Securities.
Not Applicable to this registrant


Item 5. Interests of Named Experts and Counsel.

Mr. Baldwin is not an officer, director or shareholder of Corporate Vision. He 
was paid in full for his services. He has no other interest in registrant.


Item 6. Indemnification of Directors and Officers.

The only article, statute, charter provision, bylaw, contract, or other 
arrangement under which any controlling person, director or officer of 
registrant is insured or indemnified in any manner against any liability which
they may incur in their capacity as such is the Oklahoma Business Corporation
Code, as enacted and in effect upon adoption of the registrant's articles of 
incorporation and bylaws, both of which mirror this statute.

The provisions of this code generally provide that registrant may, but is not 
obligated to, indemnify against liability an individual made a party to a 
lawsuit because they were previously or are currently a director or officer of 
registrant, if such person acted in good faith and reasonably believed their 
actions were in the best interests of registrant. Registrant may not indemnify 
such persons if they are found liable to registrant in a shareholders' 
derivative suit or are found liable for receiving an improper personal benefit. 
Registrant is required to indemnify such persons if they are ultimately 
successful in the suit. Pending a final determination, registrant may advance 
funds to these persons, but only if provision is made for return of the funds 
advanced in the event such persons are subsequently found to not be entitled to
indemnification as set forth above. The general effect of this statute is to 
make indemnification available to the officers and directors of registrant 
regarding actions taken in their official capacity, unless they are found liable
to registrant for their actions, they received an improper benefit therefrom, or
they did not act in good faith while reasonably believing their actions were in 
the best interests of registrant. Indemnification under this section would 
include actions of the officers and directors of registrant taken in connection 
with this offering.


Item 7. Exemption from Registration Claimed.

Not Applicable.



Item 8. Exhibits.

Item 8. Exhibit's following exhibits are filed as part of this registration 
statement pursuant to Item 601 of Regulation S-K and are specifically 
incorporated herein by this reference:

Exhibit No.                                            
Title

1. Not Required.
2. Not Required.
3. Not Required.
4. Not Applicable.
5. Opinion of Anthony Baldwin regarding the legality 
   of the securities registered.
6. Not Required.
7. Not Required.
8. Not Required.
9. Not Required
10. Not Applicable
11. Not Required.
12. Not Required.
13. Not Required.
14. Not Required.
15. Not Applicable.
16. Not Required.
17. Not Required.
18. Not Required.
20. Not Required.
21. Not Required. 
22. Not Required.
23.1 Consent of Ogden Inc., P.C., auditors to Registrant, to incorporation of 
their opinion on the audited financial statements of Registrant incorporated 
herein. 
23.2 Consent of Anthony Baldwin, special counsel to Registrant, to the use of
his opinion with respect to the legality of the securities being registered 
hereby and to the references to him in the Prospectus filed as a part hereof.
24. Not Required. 
25. Not Applicable. 
26. Not Applicable.
27. Not Applicable. 
28. Not Required. 
99. Not Required.


Item 9. Undertakings.

Insofar as indemnification for liabilities arising under the Securities Act 
may be permitted to directors, officers and controlling persons of registrant 
pursuant to the foregoing provisions, or otherwise, 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 and 
is, therefore, unenforceable. In the event that a claim for indemnification 
against such liabilities (other that the payment by registrant of expenses 
incurred or paid by a director, officer or controlling person of 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, 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 is against public policy 
as expressed in the Act and will be governed by the final adjudication of such 
issue.

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:

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

(ii) 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, represents a        
fundamental change in the information set forth in the registration statement;

(iii) 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, including, but not limited 
to, any addition or deletion of a managing underwriter.

(2) That, for the purpose of determining any liability under the Securities 
Act, each post-effective amendment to the registration statement shall be deemed
to be a new registration statement relating to the securities offered therein 
and the offering of such securities at that time shall be deemed to be the 
initial bona fide offering thereof.

(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.

(4) To deliver or cause to be delivered with the prospectus, to each person to
whom the prospectus is sent or given, the latest annual report to security 
holders that is incorporated by reference in the prospectus and furnished 
pursuant to and meeting the requirements of Rule 14a-3 or Rule14c-3 under the
Securities Exchange Act of 1934; and, where interim financial information 
required to be presented by Article 3 of Regulation S-X are not set forth in the
prospectus, to deliver, or cause to be delivered to each person to whom the 
prospectus is sent or given, the latest quarterly report that is specifically
incorporated by reference in the prospectus to provide such interim financial
information.

Registrant hereby undertakes that, for purposes of determining any liability 
under the Securities Act of 1933, each filing of registrant's annual report 
pursuant to Sections 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 the registration statement shall be deemed to be 
a new registration statement relating to the securities offered therein, and 
the offering of such securities at that time shall be deemed to be the initial 
bona fide offering thereof.

<PAGE> 

SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the 
registrant has duly caused this registration statement to be signed on its 
behalf by the undersigned in the City of Tulsa, State of Oklahoma, on the 8th
day of January, 1999.

Corporate Vision Inc.
(Registrant)


By:     /s/   Keith A. Anderson
                  Chief Executive Officer

By: /s/        Keith A. Anderson
                    Director 

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 
dates indicated.

/s/       Raymond Hall 
           Chairman of the Board

Date:  January, 8, 1999

<PAGE>

FORM S-8 REGISTRATION STATEMENT


EXHIBIT INDEX

The following Exhibits are filed as part of this registration statement pursuant
to Item 601 of Regulation S-K and are specifically incorporated herein by this 
reference:




Exhibit Number
in Registration 

Statement                       Description                     Numbered Page

5                                Opinion of Counsel                     9

23.1 Consent to Incorporation of 
        Auditor's Opinion                                               10    
16

23.2 Consent to Use of  Attorney Opinion                                 11



EXHIBIT 5

Gentlemen:

As interim securities counsel for corporate Vision, Inc., an Oklahoma 
corporation (the "Company"), I am furnishing this opinion to you in compliance
with the referenced matter, and am familiar with the Company's articles of 
incorporation and its corporate powers, franchises and other rights under which
it carries on its business. I am also familiar with the Company's Bylaws, minute
book and other corporate records. For the purpose of the opinions expressed 
below, I have examined, among other things, the registration statement on Form 
S-8 to be filed in regards of the above offering (the "Registration Statement"),
and have supervised proceedings taken in connection with the authorization, 
execution and delivery by the Company of the Registration Statement and, as 
contemplated thereby, the authorization and issuance of the shares of common 
stock to be issued there under. In arriving at the opinions set forth below, I 
have examined and relied upon originals or copies, certified or otherwise 
identified to my satisfaction, of all such corporate records and all such other 
instruments, documents and certificates of public officials, officers and 
representatives of the Company and of other persons and have made such 
investigations of law as I have considered necessary or appropriate as a basis 
for my opinions. Moreover, I have with your approval relied as to factual 
matters stated therein on the certificates of public officials, and I have 
assumed, but not independently verified, that the signatures on all documents 
which I have examined are genuine and that the persons signing such had the 
capacity to do so. This opinion further expressly assumes that the shares 
covered by the Registration Statement will be issued conforming with the terms 
and conditions applicable thereto. Based upon and subject to the forgoing, I am 
of the opinion that the issuance and sale of the stock in this offering have 
been duly and validly authorized and upon delivery to the shareholders in 
accordance with the terms and conditions of the exhibits to the Form S-8 will
have been duly authorized, validly issued, fully paid for and non-assessable. I
am admitted to practice before the Bar of the State of New York only. I am not 
admitted to practice in any other jurisdiction in which the Company may own 
property or transact business. My opinions herein are with respect to federal
law only and, to the extent my opinions are derived from laws of other 
jurisdictions, are based upon an examination of relevant authorities and are 
believed to be correct, but I have not directly obtained legal opinions as to 
such matters from attorneys licensed in such other jurisdictions. My opinions 
are qualified to the extent that enforcement of rights and remedies are 
subject to bankruptcy, insolvency and other laws of general application 
affecting the rights and remedies of creditors and security holders and to the
extent that the availability of the remedy of specific enforcement or of 
injunctive relieve is subject to the discretion of the court before which any
proceeding thereof may be brought. This opinion is furnished by me to you as 
counsel for the Company and it is solely for your benefit. This opinion is not 
to be used, circulated, quoted or otherwise referred to for any other purpose,
other than as set forth in my consent to the use of the same in the Form S-8.

Very truly yours,

/s/    Anthony Baldwin
Anthony Baldwin



EXHIBIT 23.1
Consent to Incorporation of Auditor's Opinion
<PAGE>

January 4, 1999

Board of Directors 
Corporate Vision Inc.,
6130 South Memorial Drive 
Tulsa OK. 74133

RE: Form S-8

Gentlemen:

Please allow this letter to serve as our consent to the incorporation by 
reference of our opinion in the Form 10-K for the year and period ended 
December 31, 1997, in the Form S-8 dated on approximate date herewith in the 
registration statement under the referenced matter. 
If you have any questions with regards to the above matter, please call the 
under signed.

Yours very truly,

/s/  Ogden Incorporated
Ogden Incorporated



<PAGE>  
EXHIBIT 23.2
Consent to Use of Attorney Opinion


January 8, 1999

Board of Directors
Corporate Vision Inc. 
6130 South Memorial Drive 
Tulsa OK. 74133


Gentlemen:

Please allow this letter to serve as my consent to the filing of, and reference
in the prospectus to, my opinion dated even date herewith in the registration 
statement under the referenced matter. If you have any questions with regards 
to the above matter, please call the undersigned at the New York address.

Sincerely,

/s/  Anthony Baldwin
Anthony Baldwin
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FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Corporate Vision Inc. 
(Exact name of issuer as specified in its charter)

                   Oklahoma                                73-1380820
                (State or other                             (I.R.S. 
                                                    Employer Identification No.)
jurisdiction of incorporation or organization)

6130 South Memorial Drive Tulsa, OK 74130
(Address of Principal Executive Offices) (Zip Code)

Warrant and Private Placement Plan

Keith A. Anderson 
6130 South Memorial Drive Tulsa OK 74130
(Name and address of agent for service)

(918) 748-3603
(Telephone number, including area code, of agent for service)

CALCULATION OF REGISTRATION FEE

Title of         Amount to be      Proposed Maximum     Proposed       Amount
securities       registered        Offering Price       Maximum          of
to be                                 per share         Aggregate   Registration
registered                                              Offering         Fee
                                                          Price
    
 .01 par value (1)    393,000                              $1,179,000      $300
Common Stock 

 .01 par value (2)(3)  57,000             $1                $   57,000     $ 
Common Stock 

Totals               450,000             $3                 $1,236,000      $300

(1) Maximum Common stock which may be converted, 
By the exercising, of issued warrants 

(2) Private placement stock, October 1998. 

 

Total No. of Pages: 14 
Exhibit Index on Page No.: 36 

Corporate Vision Inc. 
6130 South Memorial Tulsa OK. 74133
(918) 748-3603

(450,000 SHARES OF COMMON STOCK)

This Prospectus relates to the offer and sale by Corporate Vision,Inc., an 
Oklahoma corporation (the "Company"), of up to 450,000 shares of its common 
stock (the "Common Stock") to holders of Class A warrants and October through
December 1998 Private Placement stock. The Company is registering hereunder 
and subsequently issuing to the bearers of these certificates upon 
fulfillment of the agreed terms of the exercise of these options 393,000 
shares of Common Stock.

The Common Stock is not subject to any restriction on transferability. Of the 
shares registered hereunder, a portion are being sold to "affiliates" of the 
Company. An affiliate is, summarily, any director, executive officer or 
controlling shareholder of the Company. The Consultants, or some of them, 
however, may become subject to Section 16(b) of the Securities Exchange Act 
of 1934, as amended (the "Exchange Act"), which would limit their discretion 
in transferring the shares acquired in the Company. 
(See "General Information - Restrictions on Resale.")

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 January 8, 1999
This Prospectus is part of a Registration Statement which was filed and became 
effective under the Securities Act of 1933, as amended (the "Securities Act"), 
and does not contain all of the information set forth in the Registration 
Statement, certain portions of which have been omitted pursuant to the rules 
and regulations promulgated by the U.S. Securities and Exchange Commission 
(the "Commission") under the Securities Act. The statements in this Prospectus 
as to the contents of any contracts or other documents filed as an exhibit to 
either the Registration Statement or other filings by the Company with the 
Commission are qualified in their entirety by reference there to. 

A copy of any document or part thereof incorporated by reference in this 
Prospectus but not delivered herewith will be furnished without charge upon 
written or oral request. Requests should be addressed to: Director of Investor
Relations, Corporate Vision, Inc., 6130 South Memorial Drive Tulsa, OK 74133
(918) 748 - 3603.

The Company is subject to the reporting requirements of the Exchange Act and in 
accordance therewith files reports and other information with the Commission.
These reports, as well as the proxy statements, information statements and 
other information filed by the Company under the Exchange Act may be inspected 
and copied at the public reference facilities maintained by the Commission at 
450 Fifth Street, N.W., Washington, D.C. 20549. 

Copies may be obtained at the prescribed rates. In addition, the Common Stock
is quoted on the "bulletin board" maintained by the National Association of 
Securities Dealers, Inc. ("NASD"); thus, copies of these reports, proxy 
statements, information statements and other information may also be examined 
at the offices of the NASD at 1735 K St., N.W., Washington, D.C. 20549.No person
has been authorized to give any information or to make any representation, other
than those contained in this Prospectus, and, if given or made, such other 
information or representation must not be relied upon as having been authorized
by the Company. This Prospectus does not constitute an offer or a solicitation 
by anyone in any state in which such is not authorized or in which the person 
making such is not qualified or to any person to whom it is unlawful to make an
offer or solicitation. Neither the delivery of this Prospectus nor any sale made
hereunder shall, under any circumstance, create any implication that there has 
not been a change in the affairs of the Company since the date hereof.
TABLE OF CONTENTS

                                                             
                                                              Page

GENERAL INFORMATION. . . . . . . . . . . . . . . . . . . . . . .5
                      The Company . . .. . . . . . . . . . . . .5
                       Purposes. . . . . . . . . . . . . . . ...5
                       Common Stock. . . . .  . . . . . . . . ..5
                       No Restrictions on Transfer. .. . . . . .5
                       Tax Treatment to the Company..  . . . . .6
                       Restrictions on Resales . ..  . . . . . .6

DOCUMENTS INCORPORATED BY REFERENCE AND 
ADDITIONAL INFORMATION . . . . . . . . . . . . . . . . . . . . .6

              Interests of Named Experts and Counsel. . . . . . .7 
              Indemnification . .... . . . . ...... . . . . . . .7

INFORMATION NOT REQUIRED IN PROSPECTUS . . . . . . . .8
          Item 3. Incorporation of Documents by Reference.. . . . .8
          Item 4. Description of Securities.. .. . . .... . . .....8
          Item 5. Interests of Named Experts and Counsel. . ... . .8
          Item 6. Indemnification of Directors and Officers... .. .9
          Item 7. Exemption from Registration Claimed.. . .. . .. .9
          Item 8. Exhibits. . . . . . ........... . . . . . . . . .9
          Item 9. Undertakings. . . . . . . ..... . . . . . . . . 10
The Company

The Company has its principal executive offices at 6130 South Memorial Tulsa, 
OK 74136
(918) 748-3603.

Purposes

The Common Stock will be issued by the Company pursuant to agreements. Stated 
on the June 1, 1998 Issue of class A warrants to the shareholders of record, 
as a dividend to these shareholders. A certain portion of this common stock will
be issued in pursuit to the agreements made with the shareholders that purchased
private placement shares of the common stock at various times from August 1998 
to December 1998. The Registration of these Common shares have been approved by 
the Board of Directors of the Company (the "Board of Directors"). 

Common 

Stock The board has authorized the issuance and delivery of up to 450,000 shares
of Common Stock to the bearers of these Common share and Warrant certificates
upon and subsequent to effectiveness of the Registration Statement, but only in 
the event the bearers of these Warrant certificates, elect to exercise their 
options to take these shares valued at their market in exchange for the fair 
value of the declared strike price and terms declared in order to redeem and or 
exercise the warrant certificate. 
 
No Restrictions on Transfer

The Shareholders which choose to exercise these warrants will become the record 
and beneficial owners of the shares of Common Stock upon issuance and delivery 
and are entitled to all of the rights of ownership, including the right to vote 
any shares awarded and to receive ordinary cash or stock dividends on the Common
Stock.

Tax Treatment to the Common Shares Redeemed

The Common Stock is not qualified under Section 401(a) of the Internal Revenue 
Code. The Shareholders which choose to convert the warrants, therefore, will be 
deemed for federal income tax purposes to recognize ordinary income during the 
taxable year in which the first of the following events occurs: (a) the shares 
become freely transferable or (b) the shares cease to be subject to a 
substantial risk of forfeiture. Accordingly, the shareholders will receive 
exchanged shares, taxable at ordinary rates equal to the fair market value of 
the shares on the date of receipt. The Shareholders are urged to consult their 
tax advisor on this matter. Further, if any recipient is an "affiliate," Section
 16(b) of the Exchange Act is applicable and will affect the issue of taxation.

A recipient of securities hereunder, however, may elect to include in his income
for the taxable year in which securities are received the fair market value 
thereof on the date received. If this election is made, the subsequent lapsing
of the substantial risk of forfeiture and such other restrictions, if any, will 
not result in any income to the recipient.

Tax Treatment to the Company

The amount of income recognized by any recipient hereunder in accordance with
the foregoing discussion will be an expense deductible by the Company for 
federal income tax purposes in the taxable year of the Company during which 
the recipient recognizes income.

Restrictions on Resales

In the event that an affiliate of the Company acquires shares of Common Stock 
hereunder, the affiliate will be subject to Section 16(b) of the Exchange Act. 
This would mean that the affiliate could not sell any shares acquired 
hereunder for a period of at least six (6) months thereafter. Further, in the 
event that any affiliate acquiring shares hereunder has sold any shares of 
Common Stock in the previous six months preceding the receipt of shares 
hereunder, any so called "profit," as computed under Section 16(b) of the 
Exchange Act, would be required to be disgorged from the recipient by the 
Company. Shares of Common Stock acquired here under by other than affiliates 
are not subject to Section 16(b) of the Exchange Act.

DOCUMENTS INCORPORATED BY REFERENCE
AND
ADDITIONAL INFORMATION

The Company hereby incorporates by reference (i) its annual report on Form10-KSB
for the year ended December 31, 1997, filed pursuant to the Exchange Act, (ii) 
any and all Forms 10-Q filed under the Exchange Act subsequent to any filed 
Form 10-K, as well as all other reports filed under the Exchange Act, and the 
Company's Form 8-A or Form 10 filing, as the case maybe, and (iii) its annual 
report, if any, to shareholders delivered pursuant to Rule 14a-3 of the 
Exchange Act. In addition, all further documents filed by the Company 
pursuant to Sections 13, 14, or 15(d) of the Exchange Act prior to the 
termination of this offering are deemed to be incorporated by reference into 
this Prospectus and to be a part hereof from the date of filing.

A copy of any document or part thereof incorporated by reference in the 
Registration Statement but not delivered with this Prospectus will be furnished 
without charge upon written or oral request. Requests should be addressed to: 
Director of Investor Relations, Corporate Vision Inc. 6130 South Memorial Dr. 
Tulsa, OK 74133 
(918) 748-3603

Interests of Named Experts and Counsel

Anthony Baldwin, Esq., assisted in the preparation of this Prospectus and the 
Registration Statement and has given an opinion on the validity of the 
securities covered thereby. Mr. Baldwin is not a party, anticipated, receiving
shares registered hereunder pursuant to the terms and conditions of the 
agreement. Mr. Baldwin is not an affiliate of the Company.

Indemnification

Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to directors, officers, or persons controlling the Company, the 
Company has been informed that in the opinion of the Commission such 
indemnification is against public policy as expressed in the Securities Act and 
is, therefore, unenforceable.

 [INTENTIONALLY LEFT BLANK]
PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3. Incorporation of Documents by Reference.

Registrant hereby states that (i) all documents set forth in (a) through(c), 
below, are incorporated by reference in this registration statement, and (ii) 
all documents subsequently filed by registrant pursuant to Sections 13(a), 13(c)
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
have been sold or which de-registers all 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.

(a) Registrant's latest annual report, whether or not filed pursuant to Sections
13(a) or 15(d) of the Exchange Act;

(b) All other reports filed pursuant to Sections 13(a) or 15(d) of the Exchange 
Act since the end of the fiscal year covered by the registrant documents 
referred to in (a), above;

(c) The latest prospectus filed pursuant to Rule 424(b) under the Securities Act
 or the effective Form 10 registering registrant's equity under the Exchange 
Act; 

(d) The description of the securities offered hereby as set forth in the Form 10
filed by registrant under the Exchange Act, as well as any and all amendments 
thereto.

Item 4. Description of Securities.
Not Applicable to this registrant

Item 5. Interests of Named Experts and Counsel.

Mr. Baldwin is not an officer, director or shareholder of Corporate Vision. He 
was paid in full for his services. He has no other interest in registrant.

Item 6. Indemnification of Directors and Officers.

The only article, statute, charter provision, bylaw, contract, or other 
arrangement under which any controlling person, director or officer of 
registrant is insured or indemnified in any manner against any liability which
they may incur in their capacity as such is the Oklahoma Business Corporation
Code, as enacted and in effect upon adoption of the registrant's articles of 
incorporation and bylaws, both of which mirror this statute.

The provisions of this code generally provide that registrant may, but is not 
obligated to, indemnify against liability an individual made a party to a 
lawsuit because they were previously or are currently a director or officer of 
registrant, if such person acted in good faith and reasonably believed their 
actions were in the best interests of registrant. Registrant may not indemnify 
such persons if they are found liable to registrant in a shareholders' 
derivative suit or are found liable for receiving an improper personal benefit. 
Registrant is required to indemnify such persons if they are ultimately 
successful in the suit. Pending a final determination, registrant may advance 
funds to these persons, but only if provision is made for return of the funds 
advanced in the event such persons are subsequently found to not be entitled to
indemnification as set forth above. The general effect of this statute is to 
make indemnification available to the officers and directors of registrant 
regarding actions taken in their official capacity, unless they are found liable
to registrant for their actions, they received an improper benefit therefrom, or
they did not act in good faith while reasonably believing their actions were in 
the best interests of registrant. Indemnification under this section would 
include actions of the officers and directors of registrant taken in connection 
with this offering.

Item 7. Exemption from Registration Claimed.

Not Applicable.

Item 8. Exhibits.

Item 8. Exhibit's following exhibits are filed as part of this registration 
statement pursuant to Item 601 of Regulation S-K and are specifically 
incorporated herein by this reference:

Exhibit No.                                            
Title

1. Not Required.
2. Not Required.
3. Not Required.
4. Not Applicable.
5. Opinion of Anthony Baldwin regarding the legality 
   of the securities registered.
6. Not Required.
7. Not Required.
8. Not Required.
9. Not Required
10. Not Applicable
11. Not Required.
12. Not Required.
13. Not Required.
14. Not Required.
15. Not Applicable.
16. Not Required.
17. Not Required.
18. Not Required.
20. Not Required.
21. Not Required. 
22. Not Required.
23.1 Consent of Ogden Inc., P.C., auditors to Registrant, to incorporation of 
their opinion on the audited financial statements of Registrant incorporated 
herein. 
23.2 Consent of Anthony Baldwin, special counsel to Registrant, to the use of
his opinion with respect to the legality of the securities being registered 
hereby and to the references to him in the Prospectus filed as a part hereof.
24. Not Required. 
25. Not Applicable. 
26. Not Applicable.
27. Not Applicable. 
28. Not Required. 
99. Not Required.

Item 9. Undertakings.

Insofar as indemnification for liabilities arising under the Securities Act 
may be permitted to directors, officers and controlling persons of registrant 
pursuant to the foregoing provisions, or otherwise, 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 and 
is, therefore, unenforceable. In the event that a claim for indemnification 
against such liabilities (other that the payment by registrant of expenses 
incurred or paid by a director, officer or controlling person of 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, 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 is against public policy 
as expressed in the Act and will be governed by the final adjudication of such 
issue.

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:

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

(ii) 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, represents a        
fundamental change in the information set forth in the registration statement;

(iii) 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, including, but not limited 
to, any addition or deletion of a managing underwriter.

(2) That, for the purpose of determining any liability under the Securities 
Act, each post-effective amendment to the registration statement shall be deemed
to be a new registration statement relating to the securities offered therein 
and the offering of such securities at that time shall be deemed to be the 
initial bona fide offering thereof.

(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.

(4) To deliver or cause to be delivered with the prospectus, to each person to
whom the prospectus is sent or given, the latest annual report to security 
holders that is incorporated by reference in the prospectus and furnished 
pursuant to and meeting the requirements of Rule 14a-3 or Rule14c-3 under the
Securities Exchange Act of 1934; and, where interim financial information 
required to be presented by Article 3 of Regulation S-X are not set forth in the
prospectus, to deliver, or cause to be delivered to each person to whom the 
prospectus is sent or given, the latest quarterly report that is specifically
incorporated by reference in the prospectus to provide such interim financial
information.

Registrant hereby undertakes that, for purposes of determining any liability 
under the Securities Act of 1933, each filing of registrant's annual report 
pursuant to Sections 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 the registration statement shall be deemed to be 
a new registration statement relating to the securities offered therein, and 
the offering of such securities at that time shall be deemed to be the initial 
bona fide offering thereof.
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the 
registrant has duly caused this registration statement to be signed on its 
behalf by the undersigned in the City of Tulsa, State of Oklahoma, on the 8th
day of January, 1999.

Corporate Vision Inc.
(Registrant)

By:     /s/   Keith A. Anderson
                  Chief Executive Officer

By: /s/        Keith A. Anderson
                    Director 

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 
dates indicated.

/s/       Raymond Hall 
           Chairman of the Board

Date:  January, 8, 1999
FORM S-8 REGISTRATION STATEMENT

EXHIBIT INDEX

The following Exhibits are filed as part of this registration statement pursuant
to Item 601 of Regulation S-K and are specifically incorporated herein by this 
reference:

Exhibit Number
in Registration 

Statement                       Description                     Numbered Page

5                                Opinion of Counsel                     9

23.1 Consent to Incorporation of 
        Auditor's Opinion                                               10    
16

23.2 Consent to Use of  Attorney Opinion                                 11

EXHIBIT 5

Gentlemen:

As interim securities counsel for corporate Vision, Inc., an Oklahoma 
corporation (the "Company"), I am furnishing this opinion to you in compliance
with the referenced matter, and am familiar with the Company's articles of 
incorporation and its corporate powers, franchises and other rights under which
it carries on its business. I am also familiar with the Company's Bylaws, minute
book and other corporate records. For the purpose of the opinions expressed 
below, I have examined, among other things, the registration statement on Form 
S-8 to be filed in regards of the above offering (the "Registration Statement"),
and have supervised proceedings taken in connection with the authorization, 
execution and delivery by the Company of the Registration Statement and, as 
contemplated thereby, the authorization and issuance of the shares of common 
stock to be issued there under. In arriving at the opinions set forth below, I 
have examined and relied upon originals or copies, certified or otherwise 
identified to my satisfaction, of all such corporate records and all such other 
instruments, documents and certificates of public officials, officers and 
representatives of the Company and of other persons and have made such 
investigations of law as I have considered necessary or appropriate as a basis 
for my opinions. Moreover, I have with your approval relied as to factual 
matters stated therein on the certificates of public officials, and I have 
assumed, but not independently verified, that the signatures on all documents 
which I have examined are genuine and that the persons signing such had the 
capacity to do so. This opinion further expressly assumes that the shares 
covered by the Registration Statement will be issued conforming with the terms 
and conditions applicable thereto. Based upon and subject to the forgoing, I am 
of the opinion that the issuance and sale of the stock in this offering have 
been duly and validly authorized and upon delivery to the shareholders in 
accordance with the terms and conditions of the exhibits to the Form S-8 will
have been duly authorized, validly issued, fully paid for and non-assessable. I
am admitted to practice before the Bar of the State of New York only. I am not 
admitted to practice in any other jurisdiction in which the Company may own 
property or transact business. My opinions herein are with respect to federal
law only and, to the extent my opinions are derived from laws of other 
jurisdictions, are based upon an examination of relevant authorities and are 
believed to be correct, but I have not directly obtained legal opinions as to 
such matters from attorneys licensed in such other jurisdictions. My opinions 
are qualified to the extent that enforcement of rights and remedies are 
subject to bankruptcy, insolvency and other laws of general application 
affecting the rights and remedies of creditors and security holders and to the
extent that the availability of the remedy of specific enforcement or of 
injunctive relieve is subject to the discretion of the court before which any
proceeding thereof may be brought. This opinion is furnished by me to you as 
counsel for the Company and it is solely for your benefit. This opinion is not 
to be used, circulated, quoted or otherwise referred to for any other purpose,
other than as set forth in my consent to the use of the same in the Form S-8.

Very truly yours,

/s/    Anthony Baldwin
Anthony Baldwin

EXHIBIT 23.1
Consent to Incorporation of Auditor's Opinion
January 4, 1999

Board of Directors 
Corporate Vision Inc.,
6130 South Memorial Drive 
Tulsa OK. 74133

RE: Form S-8

Gentlemen:

Please allow this letter to serve as our consent to the incorporation by 
reference of our opinion in the Form 10-K for the year and period ended 
December 31, 1997, in the Form S-8 dated on approximate date herewith in the 
registration statement under the referenced matter. 
If you have any questions with regards to the above matter, please call the 
under signed.

Yours very truly,

/s/  Ogden Incorporated
Ogden Incorporated
EXHIBIT 23.2
Consent to Use of Attorney Opinion

January 8, 1999

Board of Directors
Corporate Vision Inc. 
6130 South Memorial Drive 
Tulsa OK. 74133

Gentlemen:

Please allow this letter to serve as my consent to the filing of, and reference
in the prospectus to, my opinion dated even date herewith in the registration 
statement under the referenced matter. If you have any questions with regards 
to the above matter, please call the undersigned at the New York address.

Sincerely,

/s/  Anthony Baldwin
Anthony Baldwin