As filed with the Securities and Exchange Commission on October 20, 2006
--------------------------------------------------------------------------------

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

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

                                TUXIS CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<CAPTION>
                           <S>                                                                      <C>
                         MARYLAND                                                               13-3196171
(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)                      (IRS EMPLOYER IDENTIFICATION NO.)
</TABLE>


                                11 HANOVER SQUARE
                            NEW YORK, NEW YORK 10005
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

                        2006 INCENTIVE COMPENSATION PLAN
                            (FULL TITLE OF THE PLAN)

                                THOMAS B. WINMILL
                                 GENERAL COUNSEL
                                11 HANOVER SQUARE
                            NEW YORK, NEW YORK 10005
                                  (212)785-9300
(NAME, ADDRESS AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)

                        COPIES OF ALL COMMUNICATIONS TO:
                             DARREN L. OFSINK, ESQ.
                                GUZOV OFSINK, LLC
                         600 MADISON AVENUE, 14TH FLOOR
                               NEW YORK, NY 10022
                                 (212) 371-8008
<TABLE>
<CAPTION>
<S>                                                              <C>                 <C>              <C>                <C>
                                                                              PROPOSED MAXIMUM  PROPOSED MAXIMUM     AMOUNT OF
                                                             AMOUNT TO BE      OFFERING PRICE   AGGREGATE OFFERING REGISTRATION FEE
TITLE OF EACH CLASS OF SECURITIES TO BE REGISTERED            REGISTERED        PER SHARE (1)       PRICE (1)            (1)
----------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.01 per share                          196,755           $6.11           $1,202,173.05        $128.63
</TABLE>

     (1) The shares of Common Stock set forth in the Calculation of Registration
Fee table and which may be offered pursuant to this registration statement
include, pursuant to Rule 416 under the Securities Act of 1933, as amended (the
"Securities Act"), such additional number of shares of the Registrant's Common
Stock as may become issuable as a result of any stock splits, stock dividends or
similar events.

     (2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) under the Securities Act, based on the average of the
high and low trading prices of the Common Stock as reported on the American
Stock Exchange on October 19, 2006 of $6.11.


                                       (1)
<PAGE>


          PART I - INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.   PLAN INFORMATION

     The documents containing the information concerning the 2006 Incentive
Compensation Plan (the "Plan") of Tuxis Corporation (the "Company" or the
"Registrant") required by Item 1 of Form S-8 of this Registration Statement, and
the statement of availability of registrant information, employee benefit plan
annual reports and other information required by Item 2 of Form S-8, will be
sent or given to each Plan participant as specified in Rule 428 under the
Securities Act. The Company will maintain a file of such documents in accordance
with the provisions of Rule 428 and, upon request, shall furnish to the
Securities and Exchange Commission (the "Commission") or its staff a copy or
copies of all documents included in such file. Such documents are not required
to be and are not being filed with the Commission either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424. These documents and the documents incorporated by reference in this
Registration Statement pursuant to Item 3 of Part II of this Form S-8, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act.

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

     Upon  written  or  oral  request,  any of  the  documents  incorporated  by
reference in Item 3 of Part II of this  Registration  Statement (which documents
are  incorporated  by  reference  in this Section  10(a)  Prospectus)  and other
documents required to be delivered to the Consultants or any of them pursuant to
Rule 428(b) are available without charge by contacting:

Corporate Secretary
Tuxis Corporation
11 Hanover Square
New York, New York 10005
(212)785-9300

                                      (2)
<PAGE>


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

                  The Registrant's Annual Report on Form 10-KSB for the fiscal
                  year ended December 31, 2005, as filed with the Commission on
                  March 31, 2006,

                  The Registrant's Quarterly Report on Form 10-QSB for the
                  period ended March 31, 2006, as filed with the Commission on
                  May 15, 2006,

                  The Registrant's Quarterly Report on Form 10-QSB for the
                  period ended June 30, 2006, as filed with the Commission on
                  August 14, 2006, and

                  The description of the Registrant's Common Stock as contained
                  in Item 1 of the Registrant's Registration Statement on Form
                  8-A (File No. 01-12321), filed with the Commission on October
                  16, 1996, which is in turn incorporated by reference to the
                  Registrant's Registration Statement on Form N-2 (File No.
                  811-03934), including all amendments and reports filed with
                  the Commission for the purpose of updating such description.

     Any statement contained in a document incorporated or deemed to be
incorporated herein by reference shall be deemed to be modified or superseded
for purposes of this registration statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes that
statement. Any such statement so modified or superseded shall not constitute a
part of this registration statement, except as so modified or superseded.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not Applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The Maryland General Corporation Law (the "MGCL") permits a Maryland
corporation to include in its charter a provision limiting the liability of its
directors and officers to the corporation and its stockholders for money damages
except for liability resulting from (a) actual receipt of an improper benefit or
profit in money, property or services or (b) active and deliberate dishonesty
established by a final judgment as being material to the cause of action. The
Articles of Incorporation of the Company, as amended (the "Charter") contains
such a provision which eliminates such liability to the maximum extent permitted
by applicable law.

                                      (3)
<PAGE>


     The Charter obligates the Company, to the maximum extent permitted by
applicable law, to indemnify and advance expenses to (a) any present or past
director, officer, employee or agent and (b) any person who, at the request of
the Company, serves or has served as a director, officer, employee or agent in
similar capacities for other entities.

     The Bylaws of the Company, as amended (the "Bylaws") obligate it, to the
maximum extent permitted by applicable law, including the MGCL, to indemnify and
to pay or reimburse reasonable expenses in advance of final disposition of a
proceeding to (a) any present or former director, officer, employee or agent who
is made a party, or threatened to be made a party, to a proceeding by reason of
his or her service in that capacity or (b) any person who, at the request of the
Company, serves or has served another corporation, partnership, joint venture,
trust or any other enterprise as a director, officer, employee, partner, trustee
or agent of such corporation, partnership, joint venture, trust or other
enterprise and who is made a party, or threatened to be made a party, to the
proceeding by reason of his or her service in that capacity. The Bylaws also
provide that the Company shall not indemnify a person for any liability arising
by reason of that person's willful misfeasance, bad faith, gross negligence, or
reckless disregard of the duties involved in the conduct of his or her office or
any contract or agreement with the Company ("disabling conduct"). The Bylaws
establish procedures for determining whether disabling conduct has occurred.

     The MGCL requires a corporation (unless its charter provides otherwise,
which the Charter does not) to indemnify a director or officer who has been
successful, on the merits or otherwise, in the defense of any proceeding to
which he or she is made a party by reason of his or her service in that
capacity. The MGCL permits a corporation to indemnify its present and former
directors and officers, among others, against judgments, penalties, fines,
settlements and reasonable expenses actually incurred by them in connection with
any proceeding to which they may be made a party by reason of their service in
those or other capacities unless it is established that (a) the act or omission
of the director or officer was material to the matter giving rise to the
proceeding and (i) was committed in bad faith or (ii) was the result of active
and deliberate dishonesty, (b) the director or officer actually received an
improper personal benefit in money, property or services or (c) in the case of
any criminal proceeding, the director or officer had reasonable cause to believe
that the act or omission was unlawful. However, under the MGCL, a Maryland
corporation may not indemnify for an adverse judgment in a suit by or in the
right of the corporation or for a judgment of liability on the basis that
personal benefit was improperly received, unless in either case a court orders
indemnification and then only for expenses. In addition, the MGCL permits a
corporation to advance reasonable expenses to a director or officer upon the
corporation's receipt of (a) a written affirmation by the director or officer of
his or her good faith belief that he or she has met the standard of conduct
necessary for indemnification by the corporation and (b) a written undertaking
by him or her or on his or her behalf to repay the amount paid or reimbursed by
the corporation if it shall ultimately be determined that the standard of
conduct was not met.

     The Company's directors and officers are insured against certain
liabilities for actions taken in such capacities prior to October 5, 2005 while
the Company was an investment company under the Investment Company Act of 1940,
as amended, including with respect to claims made after the Company deregistered
on October 5, 2005 as an investment company for actions taken prior to that
date.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.


                                      (4)
<PAGE>


ITEM 8.           EXHIBITS.
<TABLE>
<CAPTION>
<S>                   <C>
EXHIBIT           DESCRIPTION
NUMBER
---------        --------------

4.1               2006 Incentive Compensation Plan. Incorporated by reference to
                  Exhibit B to the definitive proxy statement for the Company's
                  2006 Annual Meeting of Stockholders filed with the Commission
                  on April 18, 2006.

4.2               Forms of Stock Option Award Agreements.*

5.1               Opinion of Venable LLP regarding legality of securities being registered.*

23.1              Consent of Venable LLP (included in Exhibit 5.1).*

23.2              Consent of Tait, Weller & Baker LLP.*
-------------------------------
</TABLE>

* Filed herewith.

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;

               (ii) to reflect  in the  prospectus  any facts or events  arising
                    after the effective date of this registration  statement (or
                    the most  recent  post-effective  amendment  hereof)  which,
                    individually  or in the  aggregate,  represent a fundamental
                    change in the  information  set  forth in this  registration
                    statement.  Notwithstanding  the foregoing,  any increase or
                    decrease  in  volume  of  securities  offered  (if the total
                    dollar  value of  securities  offered  would not exceed that
                    which was registered) and any deviation from the low or high
                    end of the estimated maximum offering range may be reflected
                    in the  form  of a  prospectus  filed  with  the  Commission
                    pursuant to Rule 424(b) if, in the aggregate, the changes in
                    volume and price  represent no more than a 20% change in the
                    maximum   aggregate   offering   price   set  forth  in  the
                    "Calculation  of  Registration  Fee" table in the  effective
                    registration statement; and

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


                                      (5)
<PAGE>


(2)  That, for the purpose of determining any liability under the Securities Act
     of 1933, each such post-effective amendment shall be deemed to be a new
     registration statement relating to the securities offered therein, and the
     offering of such securities at that time shall be deemed to be the initial
     bona fide offering thereof.

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

(4)  That, for the purpose of determining liability of a Registrant under the
     Securities Act of 1933 to any purchaser in the initial distribution of the
     securities, the undersigned Registrant undertakes that in a primary
     offering of securities of the undersigned Registrant pursuant to this
     registration statement, regardless of the underwriting method used to sell
     the securities to the purchaser, if the securities are offered or sold to
     such purchaser by means of any of the following communications, the
     undersigned Registrant will be a seller to the purchaser and will be
     considered to offer or sell such securities to such purchaser:

          (i)  Any  preliminary  prospectus  or  prospectus  of the  undersigned
               Registrant relating to the offering required to be filed pursuant
               to Rule 424;

          (ii) Any free writing prospectus  relating to the offering prepared by
               or on behalf of the undersigned Registrant or used or referred to
               by the undersigned Registrant;

          (iii) The portion of any other free writing prospectus relating to the
               offering  containing  material  information about the undersigned
               Registrant  or its  securities  provided  by or on  behalf of the
               undersigned Registrant; and

          (iv) Any other  communication that is an offer in the offering made by
               the undersigned Registrant to the purchaser.

(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 the registration statement shall be deemed to be a new
         registration statement relating to the securities offered therein, and
         the offering of such securities at that time shall be deemed to be the
         initial bona fide offering thereof.

(c)      Pursuant to the Registrant's Bylaws, the Registrant has agreed to
         indemnify our officers, directors, employees and agents to the maximum
         extent permitted by applicable law, including the Maryland General
         Corporation Law.

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
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 public policy as expressed in the Act and
will be governed by the final adjudication of such issue.


                                      (6)
<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 20th day of
October, 2006.


                                       TUXIS CORPORATION

                                         By: /s/ Mark C. Winmill
                                         --------------------
                                        Mark C. Winmill
                                        President and Chief Executive Officer


     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.
<TABLE>
<CAPTION>
<S>                                                                           <C>

NAME AND TITLE                                                         DATE

/s/ Mark C. Winmill
----------------------------------                                     October 20, 2006
Mark C. Winmill
President, Chief Executive Officer
and Director (Principal Executive
Officer)

/s/ Thomas O'Malley
---------------------------------------                                October 20, 2006
Thomas O'Malley
Chief Financial Officer
(Principal Accounting Officer
and Principal Financial Officer)

/s/ Bassett S. Winmill
----------------------------------                                     October 20, 2006
Bassett S. Winmill
Chairman of the Board and Director

/s/ Russell E. Burke III
----------------------------------                                     October 20, 2006
Russell E. Burke III
Director

/s/ Peter M. Kuhlmann
----------------------------------                                     October 20, 2006
Peter M. Kuhlmann
Director

/s/ Frederick A. Parker, Jr.
----------------------------------                                     October 20, 2006
Frederick A. Parker, Jr.
Director
</TABLE>


                                      (7)
<PAGE>
[{"type": "S-8", "sequence": "1", "filename": "tuxiss8.txt", "description": "TUXIS S-8", "secsgml_size_bytes": 22496}]
{"company-data": {"conformed-name": "TUXIS CORP", "cik": "0000736952", "irs-number": "133196171", "state-of-incorporation": "MD", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-138135", "film-number": "061156132"}, "business-address": {"street1": "11 HANOVER SQUARE", "city": "NEW YORK", "state": "NY", "zip": "10005", "phone": "2127859300"}, "mail-address": {"street1": "11 HANOVER SQUARE", "city": "NEW YORK", "state": "NY", "zip": "10005"}, "former-company": [{"former-conformed-name": "BULL & BEAR MUNICIPAL INCOME FUND INC", "date-changed": "19961023"}, {"former-conformed-name": "BULL & BEAR MUNICIPAL SECURITIES INC", "date-changed": "19920703"}]}
As filed with the Securities and Exchange Commission on October 20, 2006
--------------------------------------------------------------------------------

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

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

                                TUXIS CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
MARYLAND                                                               13-3196171
(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)                      (IRS EMPLOYER IDENTIFICATION NO.)
11 HANOVER SQUARE
                            NEW YORK, NEW YORK 10005
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

                        2006 INCENTIVE COMPENSATION PLAN
                            (FULL TITLE OF THE PLAN)

                                THOMAS B. WINMILL
                                 GENERAL COUNSEL
                                11 HANOVER SQUARE
                            NEW YORK, NEW YORK 10005
                                  (212)785-9300
(NAME, ADDRESS AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)

                        COPIES OF ALL COMMUNICATIONS TO:
                             DARREN L. OFSINK, ESQ.
                                GUZOV OFSINK, LLC
                         600 MADISON AVENUE, 14TH FLOOR
                               NEW YORK, NY 10022
                                 (212) 371-8008
PROPOSED MAXIMUM  PROPOSED MAXIMUM     AMOUNT OF
                                                             AMOUNT TO BE      OFFERING PRICE   AGGREGATE OFFERING REGISTRATION FEE
TITLE OF EACH CLASS OF SECURITIES TO BE REGISTERED            REGISTERED        PER SHARE (1)       PRICE (1)            (1)
----------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.01 per share                          196,755           $6.11           $1,202,173.05        $128.63
(1) The shares of Common Stock set forth in the Calculation of Registration
Fee table and which may be offered pursuant to this registration statement
include, pursuant to Rule 416 under the Securities Act of 1933, as amended (the
"Securities Act"), such additional number of shares of the Registrant's Common
Stock as may become issuable as a result of any stock splits, stock dividends or
similar events.

     (2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) under the Securities Act, based on the average of the
high and low trading prices of the Common Stock as reported on the American
Stock Exchange on October 19, 2006 of $6.11.

                                       (1)
PART I - INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.   PLAN INFORMATION

     The documents containing the information concerning the 2006 Incentive
Compensation Plan (the "Plan") of Tuxis Corporation (the "Company" or the
"Registrant") required by Item 1 of Form S-8 of this Registration Statement, and
the statement of availability of registrant information, employee benefit plan
annual reports and other information required by Item 2 of Form S-8, will be
sent or given to each Plan participant as specified in Rule 428 under the
Securities Act. The Company will maintain a file of such documents in accordance
with the provisions of Rule 428 and, upon request, shall furnish to the
Securities and Exchange Commission (the "Commission") or its staff a copy or
copies of all documents included in such file. Such documents are not required
to be and are not being filed with the Commission either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424. These documents and the documents incorporated by reference in this
Registration Statement pursuant to Item 3 of Part II of this Form S-8, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act.

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

     Upon  written  or  oral  request,  any of  the  documents  incorporated  by
reference in Item 3 of Part II of this  Registration  Statement (which documents
are  incorporated  by  reference  in this Section  10(a)  Prospectus)  and other
documents required to be delivered to the Consultants or any of them pursuant to
Rule 428(b) are available without charge by contacting:

Corporate Secretary
Tuxis Corporation
11 Hanover Square
New York, New York 10005
(212)785-9300

                                      (2)
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 below. In addition, all documents subsequently
filed pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference into this Registration Statement and to be a
part hereof from the date of filing of such documents:

                  The Registrant's Annual Report on Form 10-KSB for the fiscal
                  year ended December 31, 2005, as filed with the Commission on
                  March 31, 2006,

                  The Registrant's Quarterly Report on Form 10-QSB for the
                  period ended March 31, 2006, as filed with the Commission on
                  May 15, 2006,

                  The Registrant's Quarterly Report on Form 10-QSB for the
                  period ended June 30, 2006, as filed with the Commission on
                  August 14, 2006, and

                  The description of the Registrant's Common Stock as contained
                  in Item 1 of the Registrant's Registration Statement on Form
                  8-A (File No. 01-12321), filed with the Commission on October
                  16, 1996, which is in turn incorporated by reference to the
                  Registrant's Registration Statement on Form N-2 (File No.
                  811-03934), including all amendments and reports filed with
                  the Commission for the purpose of updating such description.

     Any statement contained in a document incorporated or deemed to be
incorporated herein by reference shall be deemed to be modified or superseded
for purposes of this registration statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes that
statement. Any such statement so modified or superseded shall not constitute a
part of this registration statement, except as so modified or superseded.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not Applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The Maryland General Corporation Law (the "MGCL") permits a Maryland
corporation to include in its charter a provision limiting the liability of its
directors and officers to the corporation and its stockholders for money damages
except for liability resulting from (a) actual receipt of an improper benefit or
profit in money, property or services or (b) active and deliberate dishonesty
established by a final judgment as being material to the cause of action. The
Articles of Incorporation of the Company, as amended (the "Charter") contains
such a provision which eliminates such liability to the maximum extent permitted
by applicable law.

                                      (3)
The Charter obligates the Company, to the maximum extent permitted by
applicable law, to indemnify and advance expenses to (a) any present or past
director, officer, employee or agent and (b) any person who, at the request of
the Company, serves or has served as a director, officer, employee or agent in
similar capacities for other entities.

     The Bylaws of the Company, as amended (the "Bylaws") obligate it, to the
maximum extent permitted by applicable law, including the MGCL, to indemnify and
to pay or reimburse reasonable expenses in advance of final disposition of a
proceeding to (a) any present or former director, officer, employee or agent who
is made a party, or threatened to be made a party, to a proceeding by reason of
his or her service in that capacity or (b) any person who, at the request of the
Company, serves or has served another corporation, partnership, joint venture,
trust or any other enterprise as a director, officer, employee, partner, trustee
or agent of such corporation, partnership, joint venture, trust or other
enterprise and who is made a party, or threatened to be made a party, to the
proceeding by reason of his or her service in that capacity. The Bylaws also
provide that the Company shall not indemnify a person for any liability arising
by reason of that person's willful misfeasance, bad faith, gross negligence, or
reckless disregard of the duties involved in the conduct of his or her office or
any contract or agreement with the Company ("disabling conduct"). The Bylaws
establish procedures for determining whether disabling conduct has occurred.

     The MGCL requires a corporation (unless its charter provides otherwise,
which the Charter does not) to indemnify a director or officer who has been
successful, on the merits or otherwise, in the defense of any proceeding to
which he or she is made a party by reason of his or her service in that
capacity. The MGCL permits a corporation to indemnify its present and former
directors and officers, among others, against judgments, penalties, fines,
settlements and reasonable expenses actually incurred by them in connection with
any proceeding to which they may be made a party by reason of their service in
those or other capacities unless it is established that (a) the act or omission
of the director or officer was material to the matter giving rise to the
proceeding and (i) was committed in bad faith or (ii) was the result of active
and deliberate dishonesty, (b) the director or officer actually received an
improper personal benefit in money, property or services or (c) in the case of
any criminal proceeding, the director or officer had reasonable cause to believe
that the act or omission was unlawful. However, under the MGCL, a Maryland
corporation may not indemnify for an adverse judgment in a suit by or in the
right of the corporation or for a judgment of liability on the basis that
personal benefit was improperly received, unless in either case a court orders
indemnification and then only for expenses. In addition, the MGCL permits a
corporation to advance reasonable expenses to a director or officer upon the
corporation's receipt of (a) a written affirmation by the director or officer of
his or her good faith belief that he or she has met the standard of conduct
necessary for indemnification by the corporation and (b) a written undertaking
by him or her or on his or her behalf to repay the amount paid or reimbursed by
the corporation if it shall ultimately be determined that the standard of
conduct was not met.

     The Company's directors and officers are insured against certain
liabilities for actions taken in such capacities prior to October 5, 2005 while
the Company was an investment company under the Investment Company Act of 1940,
as amended, including with respect to claims made after the Company deregistered
on October 5, 2005 as an investment company for actions taken prior to that
date.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

                                      (4)
ITEM 8.           EXHIBITS.
EXHIBIT           DESCRIPTION
NUMBER
---------        --------------

4.1               2006 Incentive Compensation Plan. Incorporated by reference to
                  Exhibit B to the definitive proxy statement for the Company's
                  2006 Annual Meeting of Stockholders filed with the Commission
                  on April 18, 2006.

4.2               Forms of Stock Option Award Agreements.*

5.1               Opinion of Venable LLP regarding legality of securities being registered.*

23.1              Consent of Venable LLP (included in Exhibit 5.1).*

23.2              Consent of Tait, Weller & Baker LLP.*
-------------------------------
* Filed herewith.

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;

               (ii) to reflect  in the  prospectus  any facts or events  arising
                    after the effective date of this registration  statement (or
                    the most  recent  post-effective  amendment  hereof)  which,
                    individually  or in the  aggregate,  represent a fundamental
                    change in the  information  set  forth in this  registration
                    statement.  Notwithstanding  the foregoing,  any increase or
                    decrease  in  volume  of  securities  offered  (if the total
                    dollar  value of  securities  offered  would not exceed that
                    which was registered) and any deviation from the low or high
                    end of the estimated maximum offering range may be reflected
                    in the  form  of a  prospectus  filed  with  the  Commission
                    pursuant to Rule 424(b) if, in the aggregate, the changes in
                    volume and price  represent no more than a 20% change in the
                    maximum   aggregate   offering   price   set  forth  in  the
                    "Calculation  of  Registration  Fee" table in the  effective
                    registration statement; and

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

                                      (5)
(2)  That, for the purpose of determining any liability under the Securities Act
     of 1933, each such post-effective amendment shall be deemed to be a new
     registration statement relating to the securities offered therein, and the
     offering of such securities at that time shall be deemed to be the initial
     bona fide offering thereof.

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

(4)  That, for the purpose of determining liability of a Registrant under the
     Securities Act of 1933 to any purchaser in the initial distribution of the
     securities, the undersigned Registrant undertakes that in a primary
     offering of securities of the undersigned Registrant pursuant to this
     registration statement, regardless of the underwriting method used to sell
     the securities to the purchaser, if the securities are offered or sold to
     such purchaser by means of any of the following communications, the
     undersigned Registrant will be a seller to the purchaser and will be
     considered to offer or sell such securities to such purchaser:

          (i)  Any  preliminary  prospectus  or  prospectus  of the  undersigned
               Registrant relating to the offering required to be filed pursuant
               to Rule 424;

          (ii) Any free writing prospectus  relating to the offering prepared by
               or on behalf of the undersigned Registrant or used or referred to
               by the undersigned Registrant;

          (iii) The portion of any other free writing prospectus relating to the
               offering  containing  material  information about the undersigned
               Registrant  or its  securities  provided  by or on  behalf of the
               undersigned Registrant; and

          (iv) Any other  communication that is an offer in the offering made by
               the undersigned Registrant to the purchaser.

(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 the registration statement shall be deemed to be a new
         registration statement relating to the securities offered therein, and
         the offering of such securities at that time shall be deemed to be the
         initial bona fide offering thereof.

(c)      Pursuant to the Registrant's Bylaws, the Registrant has agreed to
         indemnify our officers, directors, employees and agents to the maximum
         extent permitted by applicable law, including the Maryland General
         Corporation Law.

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
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 public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

                                      (6)
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 20th day of
October, 2006.

                                       TUXIS CORPORATION

                                         By: /s/ Mark C. Winmill
                                         --------------------
                                        Mark C. Winmill
                                        President and Chief Executive Officer

     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.
NAME AND TITLE                                                         DATE

/s/ Mark C. Winmill
----------------------------------                                     October 20, 2006
Mark C. Winmill
President, Chief Executive Officer
and Director (Principal Executive
Officer)

/s/ Thomas O'Malley
---------------------------------------                                October 20, 2006
Thomas O'Malley
Chief Financial Officer
(Principal Accounting Officer
and Principal Financial Officer)

/s/ Bassett S. Winmill
----------------------------------                                     October 20, 2006
Bassett S. Winmill
Chairman of the Board and Director

/s/ Russell E. Burke III
----------------------------------                                     October 20, 2006
Russell E. Burke III
Director

/s/ Peter M. Kuhlmann
----------------------------------                                     October 20, 2006
Peter M. Kuhlmann
Director

/s/ Frederick A. Parker, Jr.
----------------------------------                                     October 20, 2006
Frederick A. Parker, Jr.
Director
(7)