As filed with the Securities and Exchange Commission on October 14, 1999
===============================================================================

                                                 Registration No. 333-______
===============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

                         LASER-PACIFIC MEDIA CORPORATION
             (Exact name of registrant as specified in its charter)

                            809 N. Cahuenga Boulevard
                           Hollywood, California 90038
                                 (323) 462-6266
                    (Address of Principal Executive Offices)

    DELAWARE                                              95-3824617
   (State or other jurisdiction of                       (I.R.S. Employer
   incorporation or organization)                        Identification No.)

                          INCENTIVE STOCK OPTION PLAN,
            INCENTIVE AND NON-QUALIFIED STOCK OPTION PLAN (1997), and
               STOCK OPTION PLAN AND AGREEMENT WITH ROBERT McCLAIN
                            (Full title of the plan)

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

                                 James R. Parks
                             Chief Executive Officer
                         Laser-Pacific Media Corporation
                            809 N. Cahuenga Boulevard
                           Hollywood, California 90038
                                 (323) 462-6266
                 (Name, address, zip code, and telephone number,
                   including area code, of agent for service)

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

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<S>                             <C>                   <C>                  <C>                  <C>
------------------------------- --------------------- -------------------- -------------------- ---------------------

                                                       Proposed Maximum     Proposed Maximum
                                                      Offering Price Per   Aggregate Offering
  Title of Securities to be         Amount to be           Share(2)             Price(2)             Amount of
          Registered               Registered(1)                                                  Registration Fee
------------------------------- --------------------- -------------------- -------------------- ---------------------
------------------------------- --------------------- -------------------- -------------------- ---------------------

Common   Stock,    par   value
$0.0001 per share                    597,781(3)          $9.09375            $5,436,071               $1,511.23
------------------------------- --------------------- -------------------- -------------------- ---------------------
</TABLE>

(1) There is also being  registered  hereunder such additional  shares as may he
issued   pursuant  to  the   anti-dilution   provisions  of  the  Incentive  and
Non-Qualified Stock Option Plan (1997).

(2) Estimated  solely for purposes of determining the  registration fee pursuant
to Rule  457(h)  and Rule  457(c)  and based on the  average of the high and low
prices of the Common Stock of  Laser-Pacific  Media  Corporation  as reported on
October 13, 1999 on the Nasdaq Small Cap Market tier of the Nasdaq Stock Market.

     (3)  Represents  (a) 67,781 shares  authorized  under the  Incentive  Stock
Option Plan, (b) an increase of 500,000 shares authorized for issuance under the
Incentive  and  Non-Qualified  Stock  Option Plan  (1997) and (c) 30,000  shares
authorized under the Stock Option Plan and Agreement with Robert McClain.


















                                EXPLANATORY NOTE

This  Registration  Statement  filed by  Laser-Pacific  Media  Corporation  (the
"Company")  pursuant to the Securities  Act of 1933, as amended,  relates to the
registration  of (a) 67,781 shares  authorized  under the Incentive Stock Option
Plan; (b) an additional  500,000 shares of the Company's common stock, par value
$0.0001  per  share,  issuable  to  officers,   directors,   key  employees  and
consultants  of the  Company  upon  exercise  of stock  options  pursuant to the
Company's  Incentive and  Non-Qualified  Stock Option Plan (1997) and (c) 30,000
shares  issuable upon exercise of options  granted  pursuant to the Stock Option
Plan and Agreement with Robert McClain dated November 21, 1995.


<PAGE>

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

Item 1.  Plan Information.

     Information  required by Part I of Form S-8 to be  contained in the Section
10(a) prospectus is omitted from this Registration  Statement in accordance with
Rule 428 under the  Securities Act of 1933, as amended (the  "Securities  Act"),
and the Note to Part I of Form S-8.

Item 2.  Registrant Information and Employee Plan Annual Information.

     The Company's  documents and public reports listed in Item 3 below, and all
subsequent  public  reports,  are and  will be  available  to plan  participants
without charge,  upon request to the Company,  attention:  James R. Parks, Chief
Executive Officer,  at 809 N. Cahuenga Boulevard,  Hollywood,  California 90038,
(323)462-6266.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following  documents,  which  previously have been filed by the Company
with the Securities and Exchange Commission (the "Commission"), are incorporated
herein by reference and made a part hereof:

(a)  The Company's  annual  report on Form 10-K for the year ended  December 31,
     1998 filed with the Commission on March 29, 1999.

(b)  All other reports filed  pursuant to Section 13(a) or 15(d) of the Exchange
     Act since the end of the fiscal year ended December 31, 1998.

(c)  The  description  of  the  Registrant's   Common  Stock  contained  in  the
     Registrant's Registration Statement on Form 8-A, including any amendment or
     report filed for the purpose of updating such description.

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

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

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  Company  is  a  Delaware  corporation.  Section  145  of  the  General
Corporation  Law of the State of Delaware  (the "GCL")  provides that a Delaware
corporation  has the power to indemnify  its  officers and  directors in certain
circumstances.

     Subsection  (a) of  Section  145 of  the  GCL  empowers  a  corporation  to
indemnify any director or officer, or former director or officer,  who was or is
a party  or is  threatened  to be made a party  to any  threatened,  pending  or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative  (other  than an action  by or in the  right of the  corporation),
against expenses (including attorneys' fees), judgments,  fines and amounts paid
in settlement  actually and reasonably  incurred in connection with such action,
suit or  proceeding  provided  that such director or officer acted in good faith
and in a  manner  reasonably  believed  to be in or  not  opposed  to  the  best
interests  of the  corporation,  and,  with  respect to any  criminal  action or
proceeding,  provided  that such director or officer had no cause to believe his
or her conduct was unlawful.

     Subsection  (b) of  Section  145 of  the  GCL  empowers  a  corporation  to
indemnify any director or officer, or former director or officer,  who was or is
a party  or is  threatened  to be made a party  to any  threatened,  pending  or
completed  action or suit by or in the  right of the  corporation  to  procure a
judgment in its favor by reason of the fact that such person acted in any of the
capacities set forth above, against expenses actually and reasonably incurred in
connection  with the defense or  settlement of such action or suit provided that
such director or officer acted in good faith and in a manner reasonably believed
to be in or not opposed to the best interests of the corporation, except that no
indemnification may be made in respect of any claim, issue or matter as to which
such  director  or  officer  shall  have  been  adjudged  to be  liable  to  the
corporation  unless and only to the  extent  that the Court of  Chancery  or the
court in which  such  action  was  brought  shall  determine  that  despite  the
adjudication  of  liability  such  director or officer is fairly and  reasonably
entitled to indemnity for such expenses which the court shall deem proper.

     Section  145 of the GCL further  provides  that to the extent a director or
officer of a corporation has been successful in the defense of any action,  suit
or proceeding  referred to in  subsections  (a) and (b) or in the defense of any
claim, issue or matter therein,  he or she shall be indemnified against expenses
(including  attorneys'  fees) actually and reasonably  incurred by him or her in
connection therewith; that indemnification provided for in Section 145 shall not
be deemed  exclusive of any other rights to which the  indemnified  party may be
entitled;  and that the  corporation  shall have power to purchase  and maintain
insurance  on behalf of a director  or officer of the  corporation  against  any
liability  asserted  against  him or her or  incurred  by him or her in any such
capacity  or  arising  out of his or her  status  as  such  whether  or not  the
corporation  would  have  the  power  to  indemnify  him  or  her  against  such
liabilities under Section 145.

     Article V of the Company's Certificate of Incorporation  currently provides
that  each  director  shall  not be  personally  liable  to the  Company  or its
stockholders  for monetary  damages for breach of fiduciary  duty as a director,
except for liability (i) for any breach of the directors' duty of loyalty to the
Company or its  stockholders,  (ii) for acts or  omissions  not in good faith or
which involve intentional  misconduct or a knowing violation of law, (iii) under
Section  174 of the GCL,  or (iv) for any  transaction  from which the  director
derived  an  improper  benefit.  Article  V  of  the  Company's  Certificate  of
Incorporation  provides that the Company shall, to the fullest extent  permitted
by law,  indemnify  any  person  who is a party  to any  threatened  or  pending
proceeding  by  reason  of the  fact  that  such  person  is or was an  officer,
director,  employee or agent of the  Company or was serving in such  capacity at
the request of the Company.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

4.1  Form of Common Stock Certificate, previously filed on June 7, 1991 with the
     Company's  Registration  Statement on Form S-1  (Registration No. 33-41085)
     and incorporated by reference herein

5    Opinion of Gibson, Dunn & Crutcher LLP as to the legality of the securities
     being registered

23.1 Consent of KPMG Peat Marwick LLP

23.2 Consent of Gibson, Dunn & Crutcher LLP (contained in Exhibit 5 hereto)

24.1 Power of Attorney (contained on signature page hereto)

Item 9.  Undertakings.

(a)  The undersigned registrant hereby undertakes:

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

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

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

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

provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs  is  contained  in periodic  reports  filed with or  furnished to the
Commission  by the  registrant  pursuant  to Section 13 or Section  15(d) of the
Securities  Exchange  Act of 1934  that are  incorporated  by  reference  in the
Registration Statement.

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

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

(b)  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 that is  incorporated  by reference in the
     Registration  Statement shall be deemed to be a new registration  statement
     relating  to the  securities  offered  therein,  and the  offering  of such
     securities  at that  time  shall be  deemed  to be the  initial  bona  fide
     offering thereof.

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





<PAGE>

                                   SIGNATURES

         The Registrant

     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 Los Angeles, State of California, on this 4th day of
October, 1999.


                                            LASER-PACIFIC MEDIA CORPORATION


                                            By:    /s/ Robert McClain
                                                 ------------------------------
                                                    Robert McClain
                                                    Chief Financial Officer

                                POWER OF ATTORNEY

     Each person whose signature  appears below  constitutes and appoints Robert
McClain  and James R. Parks his true and lawful  attorneys-in-fact  and  agents,
each acting alone, with full power of substitution and  resubstitution,  for him
and in his name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective  amendments) to this Registration Statement
and to file  the  same,  with all  exhibits  thereto,  and  other  documents  in
connection therewith, with the Securities and Exchange Commission, granting unto
said  attorneys-in-fact  and  agents,  each  acting  alone,  with full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in  person,  hereby  ratifying  and  confirming  that all said
attorneys-in-fact   and  agents,   each  acting  alone,  or  his  substitute  or
substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.
<TABLE>
<S>         <C>                                                <C>                                     <C>

            Name and Signature                                 Title                                   Date
                                             Chairman of the Board and Chief Executive
            /s/ James R. Parks               Officer (Principal Executive Officer)             October 4, 1999
--------------------------------------------
              James R. Parks

            /s/ Emory M. Cohen               President, Chief Operating Officer and Director   October 4, 1999
--------------------------------------------
              Emory M. Cohen
                                             Vice President, Chief Financial Officer
            /s/ Robert McClain               (Principal Financial and Accounting Officer)      October 4, 1999
--------------------------------------------
              Robert McClain

           /s/ Thomas D. Gordon              Director                                          October 5, 1999
--------------------------------------------
             Thomas D. Gordon

           /s/ Ronald Zimmerman              Director                                          October 5, 1999
--------------------------------------------
             Ronald Zimmerman

</TABLE>




<PAGE>

                                                INDEX TO EXHIBITS
<TABLE>
<S>               <C>

Exhibit No.       Description

     4.1          Form of  Common  Stock  Certificate,  previously  filed  on  June  7,  1991  with  the  Company's
                  Registration  Statement on Form S-1  (Registration  No.  33-41085) and  incorporated by reference
                  herein

     5.1          Opinion of Gibson, Dunn & Crutcher LLP as to the legality of the securities being registered

     23.1         Consent of KPMG LLP

     23.2         Consent of Gibson, Dunn & Crutcher LLP (contained in Exhibit 5.1 hereto)

     24.1         Power of Attorney (contained on signature page hereto)

</TABLE>


<PAGE>
Exhibit 5.1
Gibson, Dunn & Crutcher LLP    Mailing Address:      4 Park Plaza
                                                     Irvine, California  92614

                               Telephone:            (949) 451-3800

                               Fax:                  (949) 451-4220

                                                     October 11, 1999

                                                     C 69118-00004
Laser-Pacific Media Corporation
809 N. Cahuenga Boulevard
Hollywood, CA  90038

         Re:      Registration Statement on Form S-8

Dear Sirs:

     We have  acted as your  counsel in  connection  with the  preparation  of a
Registration Statement on Form S-8 (the "Registration Statement") to be filed by
you under the Securities Act of 1933, as amended (the "Securities Act"), for the
purpose of registering the offer and sale of (a) an additional 500,000 shares of
the common stock, $0.0001 par value (the "Common Stock"), of Laser-Pacific Media
Corporation,  a Delaware  corporation (the  "Company"),  authorized for issuance
upon exercise of stock  options to be granted under the Company's  Incentive and
Non-Qualified  Stock  Option  Plan  (1997),  (b) 67,781  shares of Common  Stock
authorized  for  issuance  upon  exercise  of stock  options  granted  under the
Incentive  Stock Option Plan and (c) 30,000  shares  authorized  under the Stock
Option Plan and Agreement with Robert McClain.

     The  Company's  Incentive  and  Non-Qualified  Stock  Option  Plan  (1997),
Incentive  Stock  Option Plan and Stock  Option Plan and  Agreement  with Robert
McClain are referred to collectively  herein as the "Plans" The Common Stock to
be registered  pursuant to the Registration  Statement are referred to herein as
the "Shares."

     For the purpose of rendering the opinions contained herein, we have
 examined copies of:

     (i)      The Registration Statement;

     (ii)     The Plans;

     (iii)    The Company's certificate of incorporation and bylaws, each as
 amended to date; and the records of certain corporate proceedings and actions
 taken by the directors of the Company in connection with the offer and sale
 of the Shares; and

     (iv)     Such other documents and agreements as we have deemed necessary
 or appropriate.

     In our examination of the foregoing,  we have assumed,  without independent
investigation,  the genuineness of all signatures, the legal capacity of natural
persons  executing  any of the  foregoing  documents,  the  authenticity  of all
documents submitted to us as originals, the conformity to the original documents
of all  documents  submitted  to us as  certified,  photostatic,  reproduced  or
conformed  copies  of  valid  existing  agreements  or other  documents  and the
authenticity of the originals of such latter agreements or documents.

     Based upon and  subject to the  foregoing,  and in  reliance  thereon,  and
subject to (i) compliance  with  applicable  state  securities laws and (ii) the
effectiveness of the Registration  Statement  pursuant to the Securities Act, it
is our opinion that the issuance of the Shares has been duly authorized and that
the Shares, when issued,  delivered and paid for in accordance with the terms of
the Plans, will be legally issued, fully paid and nonassessable.

     We hereby  consent  to the  filing of this  opinion  as an  Exhibit  to the
Registration  Statement. In giving such consent, we do not thereby admit that we
are in the category of person whose  consent is required  under Section 7 of the
Securities Act.

                                               Very truly yours,



                                               /s/ GIBSON, DUNN & CRUTCHER LLP
                                               GIBSON, DUNN & CRUTCHER LLP

TDM/TJF
<PAGE>

Exhibit 23.1

                       CONSENT OF INDEPENDENT ACCOUNTANTS

The Board of Directors and Stockholders:
Laser-Pacific Media Corporation:

We consent to incorporation  by reference in the registration  statement on Form
S-8 of  LaserPacific  Media  Corporation  of our  report  dated  March 4,  1999,
relating to the consolidated  balance sheets of Laser-Pacific  Media Corporation
and subsidiaries as of December 31, 1998, and 1997, and the related consolidated
statements of operations,  stockholders'  equity, and cash flows for each of the
years in the three-year  period ended  December 31, 1998, and related  schedule,
which report  appears in the December  31, 1998,  annual  report on Form 10-K of
Laser-Pacific Media Corporation.



/S/ KPMG LLP

Los Angeles, California
October 1, 1999
[{"type": "S-8", "sequence": "1", "description": "REPORT ON FORM S-8", "secsgml_size_bytes": 25592}]
{"company-data": {"conformed-name": "LASER PACIFIC MEDIA CORPORATION", "cik": "0000875738", "assigned-sic": "7819", "irs-number": "953824617", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-89105", "film-number": "99729042"}, "business-address": {"street1": "809 N CAHUENGA BLVD", "city": "HOLLYWOOD", "state": "CA", "zip": "90038", "phone": "2134626266"}, "mail-address": {"street1": "809 N CAHUENGA BLVD", "city": "HOLLYWOOD", "state": "CA", "zip": "90038"}}
As filed with the Securities and Exchange Commission on October 14, 1999
===============================================================================

                                                 Registration No. 333-______
===============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

                         LASER-PACIFIC MEDIA CORPORATION
             (Exact name of registrant as specified in its charter)

                            809 N. Cahuenga Boulevard
                           Hollywood, California 90038
                                 (323) 462-6266
                    (Address of Principal Executive Offices)

    DELAWARE                                              95-3824617
   (State or other jurisdiction of                       (I.R.S. Employer
   incorporation or organization)                        Identification No.)

                          INCENTIVE STOCK OPTION PLAN,
            INCENTIVE AND NON-QUALIFIED STOCK OPTION PLAN (1997), and
               STOCK OPTION PLAN AND AGREEMENT WITH ROBERT McCLAIN
                            (Full title of the plan)

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

                                 James R. Parks
                             Chief Executive Officer
                         Laser-Pacific Media Corporation
                            809 N. Cahuenga Boulevard
                           Hollywood, California 90038
                                 (323) 462-6266
                 (Name, address, zip code, and telephone number,
                   including area code, of agent for service)

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

                         CALCULATION OF REGISTRATION FEE
------------------------------- --------------------- -------------------- -------------------- ---------------------

                                                       Proposed Maximum     Proposed Maximum
                                                      Offering Price Per   Aggregate Offering
  Title of Securities to be         Amount to be           Share(2)             Price(2)             Amount of
          Registered               Registered(1)                                                  Registration Fee
------------------------------- --------------------- -------------------- -------------------- ---------------------
------------------------------- --------------------- -------------------- -------------------- ---------------------

Common   Stock,    par   value
$0.0001 per share                    597,781(3)          $9.09375            $5,436,071               $1,511.23
------------------------------- --------------------- -------------------- -------------------- ---------------------
(1) There is also being  registered  hereunder such additional  shares as may he
issued   pursuant  to  the   anti-dilution   provisions  of  the  Incentive  and
Non-Qualified Stock Option Plan (1997).

(2) Estimated  solely for purposes of determining the  registration fee pursuant
to Rule  457(h)  and Rule  457(c)  and based on the  average of the high and low
prices of the Common Stock of  Laser-Pacific  Media  Corporation  as reported on
October 13, 1999 on the Nasdaq Small Cap Market tier of the Nasdaq Stock Market.

     (3)  Represents  (a) 67,781 shares  authorized  under the  Incentive  Stock
Option Plan, (b) an increase of 500,000 shares authorized for issuance under the
Incentive  and  Non-Qualified  Stock  Option Plan  (1997) and (c) 30,000  shares
authorized under the Stock Option Plan and Agreement with Robert McClain.

                                EXPLANATORY NOTE

This  Registration  Statement  filed by  Laser-Pacific  Media  Corporation  (the
"Company")  pursuant to the Securities  Act of 1933, as amended,  relates to the
registration  of (a) 67,781 shares  authorized  under the Incentive Stock Option
Plan; (b) an additional  500,000 shares of the Company's common stock, par value
$0.0001  per  share,  issuable  to  officers,   directors,   key  employees  and
consultants  of the  Company  upon  exercise  of stock  options  pursuant to the
Company's  Incentive and  Non-Qualified  Stock Option Plan (1997) and (c) 30,000
shares  issuable upon exercise of options  granted  pursuant to the Stock Option
Plan and Agreement with Robert McClain dated November 21, 1995.
PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.

     Information  required by Part I of Form S-8 to be  contained in the Section
10(a) prospectus is omitted from this Registration  Statement in accordance with
Rule 428 under the  Securities Act of 1933, as amended (the  "Securities  Act"),
and the Note to Part I of Form S-8.

Item 2.  Registrant Information and Employee Plan Annual Information.

     The Company's  documents and public reports listed in Item 3 below, and all
subsequent  public  reports,  are and  will be  available  to plan  participants
without charge,  upon request to the Company,  attention:  James R. Parks, Chief
Executive Officer,  at 809 N. Cahuenga Boulevard,  Hollywood,  California 90038,
(323)462-6266.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following  documents,  which  previously have been filed by the Company
with the Securities and Exchange Commission (the "Commission"), are incorporated
herein by reference and made a part hereof:

(a)  The Company's  annual  report on Form 10-K for the year ended  December 31,
     1998 filed with the Commission on March 29, 1999.

(b)  All other reports filed  pursuant to Section 13(a) or 15(d) of the Exchange
     Act since the end of the fiscal year ended December 31, 1998.

(c)  The  description  of  the  Registrant's   Common  Stock  contained  in  the
     Registrant's Registration Statement on Form 8-A, including any amendment or
     report filed for the purpose of updating such description.

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

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

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  Company  is  a  Delaware  corporation.  Section  145  of  the  General
Corporation  Law of the State of Delaware  (the "GCL")  provides that a Delaware
corporation  has the power to indemnify  its  officers and  directors in certain
circumstances.

     Subsection  (a) of  Section  145 of  the  GCL  empowers  a  corporation  to
indemnify any director or officer, or former director or officer,  who was or is
a party  or is  threatened  to be made a party  to any  threatened,  pending  or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative  (other  than an action  by or in the  right of the  corporation),
against expenses (including attorneys' fees), judgments,  fines and amounts paid
in settlement  actually and reasonably  incurred in connection with such action,
suit or  proceeding  provided  that such director or officer acted in good faith
and in a  manner  reasonably  believed  to be in or  not  opposed  to  the  best
interests  of the  corporation,  and,  with  respect to any  criminal  action or
proceeding,  provided  that such director or officer had no cause to believe his
or her conduct was unlawful.

     Subsection  (b) of  Section  145 of  the  GCL  empowers  a  corporation  to
indemnify any director or officer, or former director or officer,  who was or is
a party  or is  threatened  to be made a party  to any  threatened,  pending  or
completed  action or suit by or in the  right of the  corporation  to  procure a
judgment in its favor by reason of the fact that such person acted in any of the
capacities set forth above, against expenses actually and reasonably incurred in
connection  with the defense or  settlement of such action or suit provided that
such director or officer acted in good faith and in a manner reasonably believed
to be in or not opposed to the best interests of the corporation, except that no
indemnification may be made in respect of any claim, issue or matter as to which
such  director  or  officer  shall  have  been  adjudged  to be  liable  to  the
corporation  unless and only to the  extent  that the Court of  Chancery  or the
court in which  such  action  was  brought  shall  determine  that  despite  the
adjudication  of  liability  such  director or officer is fairly and  reasonably
entitled to indemnity for such expenses which the court shall deem proper.

     Section  145 of the GCL further  provides  that to the extent a director or
officer of a corporation has been successful in the defense of any action,  suit
or proceeding  referred to in  subsections  (a) and (b) or in the defense of any
claim, issue or matter therein,  he or she shall be indemnified against expenses
(including  attorneys'  fees) actually and reasonably  incurred by him or her in
connection therewith; that indemnification provided for in Section 145 shall not
be deemed  exclusive of any other rights to which the  indemnified  party may be
entitled;  and that the  corporation  shall have power to purchase  and maintain
insurance  on behalf of a director  or officer of the  corporation  against  any
liability  asserted  against  him or her or  incurred  by him or her in any such
capacity  or  arising  out of his or her  status  as  such  whether  or not  the
corporation  would  have  the  power  to  indemnify  him  or  her  against  such
liabilities under Section 145.

     Article V of the Company's Certificate of Incorporation  currently provides
that  each  director  shall  not be  personally  liable  to the  Company  or its
stockholders  for monetary  damages for breach of fiduciary  duty as a director,
except for liability (i) for any breach of the directors' duty of loyalty to the
Company or its  stockholders,  (ii) for acts or  omissions  not in good faith or
which involve intentional  misconduct or a knowing violation of law, (iii) under
Section  174 of the GCL,  or (iv) for any  transaction  from which the  director
derived  an  improper  benefit.  Article  V  of  the  Company's  Certificate  of
Incorporation  provides that the Company shall, to the fullest extent  permitted
by law,  indemnify  any  person  who is a party  to any  threatened  or  pending
proceeding  by  reason  of the  fact  that  such  person  is or was an  officer,
director,  employee or agent of the  Company or was serving in such  capacity at
the request of the Company.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

4.1  Form of Common Stock Certificate, previously filed on June 7, 1991 with the
     Company's  Registration  Statement on Form S-1  (Registration No. 33-41085)
     and incorporated by reference herein

5    Opinion of Gibson, Dunn & Crutcher LLP as to the legality of the securities
     being registered

23.1 Consent of KPMG Peat Marwick LLP

23.2 Consent of Gibson, Dunn & Crutcher LLP (contained in Exhibit 5 hereto)

24.1 Power of Attorney (contained on signature page hereto)

Item 9.  Undertakings.

(a)  The undersigned registrant hereby undertakes:

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

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

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

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

provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs  is  contained  in periodic  reports  filed with or  furnished to the
Commission  by the  registrant  pursuant  to Section 13 or Section  15(d) of the
Securities  Exchange  Act of 1934  that are  incorporated  by  reference  in the
Registration Statement.

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

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

(b)  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 that is  incorporated  by reference in the
     Registration  Statement shall be deemed to be a new registration  statement
     relating  to the  securities  offered  therein,  and the  offering  of such
     securities  at that  time  shall be  deemed  to be the  initial  bona  fide
     offering thereof.

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

         The Registrant

     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 Los Angeles, State of California, on this 4th day of
October, 1999.

                                            LASER-PACIFIC MEDIA CORPORATION

                                            By:    /s/ Robert McClain
                                                 ------------------------------
                                                    Robert McClain
                                                    Chief Financial Officer

                                POWER OF ATTORNEY

     Each person whose signature  appears below  constitutes and appoints Robert
McClain  and James R. Parks his true and lawful  attorneys-in-fact  and  agents,
each acting alone, with full power of substitution and  resubstitution,  for him
and in his name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective  amendments) to this Registration Statement
and to file  the  same,  with all  exhibits  thereto,  and  other  documents  in
connection therewith, with the Securities and Exchange Commission, granting unto
said  attorneys-in-fact  and  agents,  each  acting  alone,  with full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in  person,  hereby  ratifying  and  confirming  that all said
attorneys-in-fact   and  agents,   each  acting  alone,  or  his  substitute  or
substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.
Name and Signature                                 Title                                   Date
                                             Chairman of the Board and Chief Executive
            /s/ James R. Parks               Officer (Principal Executive Officer)             October 4, 1999
--------------------------------------------
              James R. Parks

            /s/ Emory M. Cohen               President, Chief Operating Officer and Director   October 4, 1999
--------------------------------------------
              Emory M. Cohen
                                             Vice President, Chief Financial Officer
            /s/ Robert McClain               (Principal Financial and Accounting Officer)      October 4, 1999
--------------------------------------------
              Robert McClain

           /s/ Thomas D. Gordon              Director                                          October 5, 1999
--------------------------------------------
             Thomas D. Gordon

           /s/ Ronald Zimmerman              Director                                          October 5, 1999
--------------------------------------------
             Ronald Zimmerman
INDEX TO EXHIBITS
Exhibit No.       Description

     4.1          Form of  Common  Stock  Certificate,  previously  filed  on  June  7,  1991  with  the  Company's
                  Registration  Statement on Form S-1  (Registration  No.  33-41085) and  incorporated by reference
                  herein

     5.1          Opinion of Gibson, Dunn & Crutcher LLP as to the legality of the securities being registered

     23.1         Consent of KPMG LLP

     23.2         Consent of Gibson, Dunn & Crutcher LLP (contained in Exhibit 5.1 hereto)

     24.1         Power of Attorney (contained on signature page hereto)
Exhibit 5.1
Gibson, Dunn & Crutcher LLP    Mailing Address:      4 Park Plaza
                                                     Irvine, California  92614

                               Telephone:            (949) 451-3800

                               Fax:                  (949) 451-4220

                                                     October 11, 1999

                                                     C 69118-00004
Laser-Pacific Media Corporation
809 N. Cahuenga Boulevard
Hollywood, CA  90038

         Re:      Registration Statement on Form S-8

Dear Sirs:

     We have  acted as your  counsel in  connection  with the  preparation  of a
Registration Statement on Form S-8 (the "Registration Statement") to be filed by
you under the Securities Act of 1933, as amended (the "Securities Act"), for the
purpose of registering the offer and sale of (a) an additional 500,000 shares of
the common stock, $0.0001 par value (the "Common Stock"), of Laser-Pacific Media
Corporation,  a Delaware  corporation (the  "Company"),  authorized for issuance
upon exercise of stock  options to be granted under the Company's  Incentive and
Non-Qualified  Stock  Option  Plan  (1997),  (b) 67,781  shares of Common  Stock
authorized  for  issuance  upon  exercise  of stock  options  granted  under the
Incentive  Stock Option Plan and (c) 30,000  shares  authorized  under the Stock
Option Plan and Agreement with Robert McClain.

     The  Company's  Incentive  and  Non-Qualified  Stock  Option  Plan  (1997),
Incentive  Stock  Option Plan and Stock  Option Plan and  Agreement  with Robert
McClain are referred to collectively  herein as the "Plans" The Common Stock to
be registered  pursuant to the Registration  Statement are referred to herein as
the "Shares."

     For the purpose of rendering the opinions contained herein, we have
 examined copies of:

     (i)      The Registration Statement;

     (ii)     The Plans;

     (iii)    The Company's certificate of incorporation and bylaws, each as
 amended to date; and the records of certain corporate proceedings and actions
 taken by the directors of the Company in connection with the offer and sale
 of the Shares; and

     (iv)     Such other documents and agreements as we have deemed necessary
 or appropriate.

     In our examination of the foregoing,  we have assumed,  without independent
investigation,  the genuineness of all signatures, the legal capacity of natural
persons  executing  any of the  foregoing  documents,  the  authenticity  of all
documents submitted to us as originals, the conformity to the original documents
of all  documents  submitted  to us as  certified,  photostatic,  reproduced  or
conformed  copies  of  valid  existing  agreements  or other  documents  and the
authenticity of the originals of such latter agreements or documents.

     Based upon and  subject to the  foregoing,  and in  reliance  thereon,  and
subject to (i) compliance  with  applicable  state  securities laws and (ii) the
effectiveness of the Registration  Statement  pursuant to the Securities Act, it
is our opinion that the issuance of the Shares has been duly authorized and that
the Shares, when issued,  delivered and paid for in accordance with the terms of
the Plans, will be legally issued, fully paid and nonassessable.

     We hereby  consent  to the  filing of this  opinion  as an  Exhibit  to the
Registration  Statement. In giving such consent, we do not thereby admit that we
are in the category of person whose  consent is required  under Section 7 of the
Securities Act.

                                               Very truly yours,

                                               /s/ GIBSON, DUNN & CRUTCHER LLP
                                               GIBSON, DUNN & CRUTCHER LLP

TDM/TJF
Exhibit 23.1

                       CONSENT OF INDEPENDENT ACCOUNTANTS

The Board of Directors and Stockholders:
Laser-Pacific Media Corporation:

We consent to incorporation  by reference in the registration  statement on Form
S-8 of  LaserPacific  Media  Corporation  of our  report  dated  March 4,  1999,
relating to the consolidated  balance sheets of Laser-Pacific  Media Corporation
and subsidiaries as of December 31, 1998, and 1997, and the related consolidated
statements of operations,  stockholders'  equity, and cash flows for each of the
years in the three-year  period ended  December 31, 1998, and related  schedule,
which report  appears in the December  31, 1998,  annual  report on Form 10-K of
Laser-Pacific Media Corporation.

/S/ KPMG LLP

Los Angeles, California
October 1, 1999