<PAGE>
     As filed with the Securities and Exchange Commission on December 12, 1996

                                                    Registration No. 333-_____


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                               ------------------
                         INDIVIDUAL INVESTOR GROUP, INC.
             (Exact name of registrant as specified in its charter)

                 Delaware                                         13-3487784
         State or Jurisdiction of                             (I.R.S. Employer
       Incorporation or Organization                    Identification Number)
                            1633 BROADWAY, 38TH FLOOR
                            NEW YORK, NEW YORK 10019
                    (Address of principal executive offices)

                          1996 PERFORMANCE EQUITY PLAN,
                         1996 MANAGEMENT INCENTIVE PLAN
                                       AND
                          OTHER EMPLOYEE BENEFIT PLANS
                            (Full title of the Plans)

                         JONATHAN L. STEINBERG, Chairman
                         Individual Investor Group, Inc.
                            1633 Broadway, 38th Floor
                            New York, New York 10019
                                 (212) 843-2777
 (Name, address and telephone number, including area code, of agent for service)

                                 with a copy to:
                              PETER M. ZIEMBA, ESQ.
                            Graubard Mollen & Miller
                                600 Third Avenue
                          New York, New York 10016-2097
                            Telephone: (212) 818-8800
<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE
============================================ ================= ======================== ====================== =====================
Title of Securities                            Amount to be       Proposed maximum        Proposed maximum          Amount of
to be registered                                registered         offering price             aggregate          registration fee
                                                                      per share            offering price
============================================ ================= ======================== ====================== =====================
<C>                                                <C>                         <C>           <C>                         <C>
Common Stock issuable upon exercise of              1,000,000(3)                 $7.50       $7,500,000                  $ 2,586.20
options which may be granted under the
1996 Performance Equity Plan(1).........
============================================ ----------------- ------------------------ ---------------------- =====================
Common Stock issuable upon exercise of                240,000(3)                 $5.75       $2,914,375                  $ 1,004.96
options and other stock-based awards                  100,000                  $5.8125
granted and outstanding under employee                 50,000                  $4.4375
benefit plans ("Benefit Plans")(2)......               30,000                   $4.375
                                                      100,000                    $6.00
============================================ ----------------- ------------------------ ---------------------- =====================
Common Stock issuable upon exercise of                500,000(3)                 $7.50       $3,750,000                  $ 1,293.10
options which may be granted under the
1996 Management Incentive Plan(1).......
============================================================================================================== =====================
         TOTAL............................................................................................                $4,884.26
============================================================================================================== =====================

                                                                                                            (footnotes on next page)
</TABLE>

                                       1
<PAGE>

(1)      Based on the last sale price of the  Common  Stock as  reported  by The
         Nasdaq  Stock  Market on December  9, 1996,  in  accordance  with Rules
         457(c) and 457(h)  promulgated  under the  Securities  Act of 1933,  as
         amended ("Securities Act").


(2)      Represents the exercise  prices payable for the 520,000 shares that may
         be acquired under  outstanding  options granted pursuant to the Benefit
         Plans in accordance with Rule 457(h)  promulgated  under the Securities
         Act.

(3)      The amount being registered  represents the maximum number of shares of
         Common  Stock  that  may  be  issued  by the  Company  under  the  1996
         Performance  Equity Plan and 1996  Management  Incentive  Plan and upon
         exercise  of options  under the  Benefit  Plans.  Pursuant to Rule 416,
         there are also being  registered  additional  shares of Common Stock as
         may become issuable pursuant to the anti-dilution provisions of each of
         such plans.

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

         In accordance  with the  provisions of Rule 462  promulgated  under the
Securities  Act of 1933,  as amended,  the  Registration  Statement  will become
effective upon filing with the Securities and Exchange Commission.

         The Registration  Statement,  including all exhibits and attachments, 
 contains 64 pages. The exhibit index may be found on page 9 of the
 consecutively numbered pages of the Registration Statement.

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




                                       2
<PAGE>



                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


Item 1.  Plan Information.*

Item 2.  Registrant Information and Employee Plan Annual Information. *



         *          Information  required  by  Part  I 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 and the Note to Part I of Form S-8.





                                       3
<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference.

         The following  documents  previously  filed by the Registrant  with the
Securities  and Exchange  Commission  (the  "Commission")  are  incorporated  by
reference in this Registration Statement:

         (a)      The  Registrant's  Annual Report on Form 10-KSB for the fiscal
                  year ended  December 31, 1995,  filed with the  Securities and
                  Exchange  Commission  (the  "Commission")  pursuant to Section
                  13(a) of the  Securities  Exchange Act of 1934 (the  "Exchange
                  Act");

         (b)      The  Registrant's  Quarterly  Reports  on Form  10-QSB for the
                  periods ended March 31, 1996,  June 30, 1996 and September 30,
                  1996,  filed with the Commission  pursuant to Section 13(a) or
                  15(d) of the Exchange Act;

         (c)      The Registrant's Proxy Statement dated May 8, 1996; and

         (d)      The description of the Company's  common stock, par value $.01
                  per share (the "Common Stock"),  contained in the Registrant's
                  8-A Registration  Statement filed with the Commission pursuant
                  to Section 12(b) of the Exchange Act, including any subsequent
                  amendment(s)  or report(s)  filed for purpose of updating such
                  description.

         All documents subsequently filed by the Registrant pursuant to Sections
13(a),  13(c),  14 and  15(d) of the  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 in this Registration  Statement and to be a part
hereof  from the  respective  date of filing of such  documents.  Any  statement
contained  in a  document  incorporated  by  reference  herein  is  modified  or
superseded  for all  purposes to the extent that a statement  contained  in this
Registration  Statement or in any other  subsequently  filed  document  which is
incorporated by reference modifies or replaces such statement.


Item 4.  Description of Securities.

         The Common Stock of the  Registrant is  registered  under Section 12 of
the Exchange Act.


Item 5.  Interests of Named Experts and Counsel.

         Not applicable.


Item 6.  Indemnification of Directors and Officers.

         Section  145 of the  General  Corporation  Law of the State of Delaware
empowers a Delaware corporation to indemnify any person 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)  by
reason of the fact that such person is or was a director,  officer, employee, or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee, or agent of another corporation,  partnership,
joint  venture,   trust,  or  other  enterprise,   against  expenses  (including
attorneys' fees), judgments,  fines, and amounts paid in settlement actually and
reasonably  incurred by such person in  connection  with such action,  suit,  or
proceeding  if such  person  acted in good  faith  and in a manner  such  person
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
corporation,  and with  respect to any  criminal  action or  proceeding,  had no
reasonable  cause to  believe  that such  person's  conduct  was  unlawful.  The
termination of any action, suit, or proceeding by judgment,  order,  settlement,
conviction,  or upon plea of nolo  contendere  or its  equivalent,  does not, of
itself, create a presumption that such person did not act in good faith and in a
manner which such person reasonably believed to be in or not opposed to the best
interests  of the  corporation,  and,  with  respect to any  criminal  action or
proceeding,  had  reasonable  cause to believe  that such  person's  conduct was
unlawful.

         In the case of an action by or in the right of the corporation, Section
145 empowers a  corporation  to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending, or completed action in
any of the capacities  set forth above against  expenses  (including  attorneys'
fees)  actually and  reasonably  incurred by such person in connection  with the
defense or  settlement of such action or suit if such person acted in good faith
and in a manner such person reasonably  believed to be in and not opposed to the
                                       4
<PAGE>

best interests of the corporation,  except that indemnification is not permitted
in respect of any claim, issue, or matter as to which such person is 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 or suit was brought  determines  upon
application  that,  despite the  adjudicate  of liability but in view of all the
circumstances  of the case,  such  person is fairly and  reasonably  entitled to
indemnity  for such  expenses  which the Court of  Chancery  or such other court
deems  proper.  Section 145 further  provides:  that a Delaware  corporation  is
required to indemnify a director,  officer,  employee, or agent against expenses
(including  attorneys' fees) actually and reasonably  incurred by such person in
connection  with any action,  suit,  or  proceeding  or in defense of any claim,
issue,  or matter  therein as to which such  person has been  successful  on the
merits or otherwise;  that indemnification provided for by Section 145 shall not
be deemed  exclusive of any other rights to which the  indemnified  party may be
entitled;  that  indemnification  provided  for by  Section  145  shall,  unless
otherwise provided when authorized or ratified,  continue as to a person who has
ceased to be a  director,  officer,  employee,  or agent and shall  inure to the
benefit of such person's heirs, executors, and administrators;  and empowers the
corporation  to  purchase  and  maintain  insurance  on behalf of a director  or
officer  against any such  liability  asserted  against  such person in any such
capacity  or  arising  out of such  person's  status as such  whether or not the
corporation  would  have the power to  indemnify  him  against  liability  under
Section  145.  A  Delaware  corporation  may  provide  indemnification  only  as
authorized in the specific case upon a determination that indemnification of the
director,  officer,  employee or agent is proper in the circumstances because he
has met the applicable standard of conduct. Such determination is to be made (i)
by the board of directors by a majority vote of a quorum consisting of directors
who were not party to such action, suit, or proceeding, or (ii) if such a quorum
is not obtainable, or, even if obtainable a quorum of disinterested directors so
directs,  by  independent  legal counsel in a written  opinion,  or (iii) by the
stockholders.

         Article VIII of the Amended and Restated  Certificate of  Incorporation
of the  Company  and  Article  VIII of the Bylaws of the  Company  provides  for
indemnification  of directors and officers of the Company to the fullest  extent
permitted by law, as now in effect or later amended.  Article VIII of the Bylaws
provides that  expenses  incurred by an officer of director in defending a civil
or criminal action, suit, or proceeding may be paid by the Company in advance of
final  disposition upon receipt of an undertaking by or on behalf of such person
to repay such  amount if it  ultimately  is  determined  that such person is not
entitled to be indemnified by the Company.

         The Company may  provide  liability  insurance  for each  director  and
officer for certain  losses  arising  from claims or charges  made  against them
while acting in their  capacities  as directors or officers of the Company.  The
Company currently maintains such liability insurance.

         Article  VII of the  Company's  Amended  and  Restated  Certificate  of
Incorporation  eliminates the personal liability of the directors of the Company
to the fullest extent permitted by the provisions of Section 102 of the Delaware
General Corporation Law, as the same may be amended and supplemented.

         Additionally,  the Company has entered into Indemnification  Agreements
with certain of its  directors  and  officers  whereby the Company has agreed to
indemnify,  and advance  expenses  to,  each  indemnitee  to the fullest  extent
permitted by applicable law. The Indemnification  Agreements will continue until
and terminate upon the later of (i) ten years after the date that the indemnitee
has ceased to serve as a director or officer of the Company or any entity  which
the  indemnitee  served  at the  request  of the  Company,  or  (ii)  the  final
termination  of all pending  proceedings  in respect of which the  indemnitee is
granted rights of  indemnification  or advancement of expenses or any proceeding
commenced by the indemnitee.


Item 7.  Exemption from Registration Claimed.

         Not Applicable.

Item 8.  Exhibits.

Exhibit No.     Description
            4.1 1996 Performance Equity Plan

            4.2 Stock  Option  Agreement,  dated  June 21,  1995,  for the
                purchase of 30,000 shares between Bruce Sokoloff and the Company

            4.3 Stock  Option  Agreement,  dated  June 23,  1995,  for the
                purchase of 80,000 shares between Jonathan L. Steinberg and the
                Company

            4.4 Stock  Option  Agreement,  dated  June 23,  1995,  for the
                purchase of 80,000 shares between Robert Schmidt and the Company
                                       5
<PAGE>

            4.5 Stock  Option  Agreement,  dated  June 23,  1995,  for the 
                purchase of 50,000 shares between Scot A. Rosenblum and the
                Company

            4.6 Stock Option  Agreement,  dated  July 27,  1995,  for the
                purchase of 100,000 shares between Russell A. Anmuth and the
                Company

            4.7 Stock Option Agreement, dated November 1, 1995, for the purchase
                of 50,000 shares between Gordon Anderson and the Company

            4.8 Stock Option Agreement, dated December 1, 1995, for the purchase
                of 30,000 shares between Sharon Cartotto and the Company

            4.9 Stock Option  Agreement,  dated March 15, 1996, for the purchase
                of 100,000 shares between Jay Burzon and the Company

           4.10 1996 Management Incentive Plan

            5.1 Opinion of Graubard Mollen & Miller

           23.1 Consent of  Deloitte & Touche  LLP,  independent  auditors  for
                Registrant  

           23.2 Consent of Ernst & Young LLP,  independent  auditors
                for WisdomTree Associates, L.P.

           23.3 Consent of Graubard Mollen & Miller (Included in Exhibit 5.1)

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 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
Registration  Statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic  reports filed by the  Registrant  pursuant to Section 13(a) 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 Section 15(d) of the
Securities  Exchange  Act of 1934  (and  where  applicable,  each  filing  of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
Registration  Statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at 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  procedures,  or otherwise,
                                       6
<PAGE>

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










                                       7
<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 11th day of
December, 1996.

                                   INDIVIDUAL INVESTOR GROUP, INC.


                                   By:      /s/ Jonathan L. Steinberg
                                   ----------------------------------
                                   Jonathan L. Steinberg, Chairman of the Board

                                POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears  below  constitutes  and  appoints  Jonathan  L.  Steinberg  and Scot A.
Rosenblum 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 or all  amendments to
this Registration Statement,  including post-effective  amendments,  and to file
the same, with all exhibits thereto, and all documents in connection  therewith,
with   the   Securities   and   Exchange   Commission,    granting   unto   said
attorneys-in-fact  and agents,  and each of them, 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,   and  hereby   ratifies   and  confirms  all  that  said
attorneys-in-fact  and  agents,  each  acting  alone,  or  their  substitute  or
substitutes, may lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this  Registration  Statement  has been signed by the  following  persons in the
capacities and on the dates indicated.


/s/ Jonathan L. Steinberg      Chief Executive Officer,       December 12,1996
------------------------       Treasurer and Directtor
Jonathan L. Steinberg          (Principal Executive Officer)

/s/ Robert H. Schmidt          President and Director         December 12, 1996
-----------------------
Robert H. Schmidt

/s/ Scot A. Rosenblum          Chief Financial Officer,       December 12, 1996
------------------------       Vice President, Secretary
Scot A. Rosenblum              and Director (Principal
                               Financial Office                  

/s/ Henry G. Clark             Controller (Principal          December 12, 1996
------------------------       Accounting Officer)
Henry G. Clark

/s/ Bruce L. Sokoloff          Director                       December 12, 1996
------------------------
Bruce L. Sokoloff

/s/ Peter M. Ziemba            Director                       December 12, 1996
------------------------
Peter M. Ziemba



                                       8
<PAGE>
<TABLE>
<CAPTION>

                                  EXHIBIT INDEX



Exhibit No.     Description                                                          Page No.  
            <C>                                                                      <C>
            4.1 1996 Performance Equity Plan                                         10-19

            4.2 Stock Option Agreement, dated June 21, 1995, for the purchase of     20-22
                30,000 shares between Bruce Sokoloff and the Company

            4.3 Stock Option Agreement, dated June 23, 1995, for the purchase        23-26
                of 80,000 shares between Jonathan L. Steinberg and the Company

            4.4 Stock Option Agreement, dated June 23, 1995, for the purchase of     27-30
                80,000 shares between Robert Schmidt and the Company

            4.5 Stock Option Agreement, dated June 23, 1995, for the purchase of     31-34
                50,000 shares between Scot Rosenblum and the Company

            4.6 Stock Option Agreement, dated July 27, 1995, for the purchase        35-37
                of 100,000 shares between Russell A. Anmuth and the Company

            4.7 Stock Option Agreement, dated November 1, 1995, for the purchase     38-41
                of 50,000 shares between Gordon Anderson and the Company

            4.8 Stock Option Agreement, dated December 1, 1995, for the purchase     42-45
                of 30,000 shares between Sharon Cartotto and the Company

            4.9 Stock Option  Agreement,  dated March 15, 1996, for the purchase     46-49
                of 100,000 shares between Jay Burzon and the Company

           4.10 1996 Management Incentive Plan                                       52-61

            5.1 Opinion of Graubard Mollen & Miller                                  62

           23.1 Consent of  Deloitte & Touche  LLP,  independent  auditors  for      63
                Registrant  

           23.2 Consent of Ernst & Young LLP,  independent  auditors                 64
                for WisdomTree Associates, L.P.

           23.3 Consent of Graubard Mollen & Miller (Included in Exhibit 5.1)        62

</TABLE>



                                       9
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 27670}]
{"company-data": {"conformed-name": "INDIVIDUAL INVESTOR GROUP INC", "cik": "0000880631", "assigned-sic": "2721", "irs-number": "133487784", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-17697", "film-number": "96679573"}, "business-address": {"street1": "1633 BROADWAY", "street2": "38TH FLOOR", "city": "NEW YORK", "state": "NY", "zip": "10019", "phone": "2128432777"}, "mail-address": {"street1": "1633 BROADWAY", "street2": "38TH FLOOR", "city": "NEW YORK", "state": "NY", "zip": "10019"}, "former-company": [{"former-conformed-name": "FINANCIAL DATA SYSTEMS", "date-changed": "19951120"}, {"former-conformed-name": "FINANCIAL DATA SYSTEMS INC /DE/", "date-changed": "19930328"}]}
As filed with the Securities and Exchange Commission on December 12, 1996

                                                    Registration No. 333-_____

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                               ------------------
                         INDIVIDUAL INVESTOR GROUP, INC.
             (Exact name of registrant as specified in its charter)

                 Delaware                                         13-3487784
         State or Jurisdiction of                             (I.R.S. Employer
       Incorporation or Organization                    Identification Number)
                            1633 BROADWAY, 38TH FLOOR
                            NEW YORK, NEW YORK 10019
                    (Address of principal executive offices)

                          1996 PERFORMANCE EQUITY PLAN,
                         1996 MANAGEMENT INCENTIVE PLAN
                                       AND
                          OTHER EMPLOYEE BENEFIT PLANS
                            (Full title of the Plans)

                         JONATHAN L. STEINBERG, Chairman
                         Individual Investor Group, Inc.
                            1633 Broadway, 38th Floor
                            New York, New York 10019
                                 (212) 843-2777
 (Name, address and telephone number, including area code, of agent for service)

                                 with a copy to:
                              PETER M. ZIEMBA, ESQ.
                            Graubard Mollen & Miller
                                600 Third Avenue
                          New York, New York 10016-2097
                            Telephone: (212) 818-8800
CALCULATION OF REGISTRATION FEE
============================================ ================= ======================== ====================== =====================
Title of Securities                            Amount to be       Proposed maximum        Proposed maximum          Amount of
to be registered                                registered         offering price             aggregate          registration fee
                                                                      per share            offering price
============================================ ================= ======================== ====================== =====================
Common Stock issuable upon exercise of              1,000,000(3)                 $7.50       $7,500,000                  $ 2,586.20
options which may be granted under the
1996 Performance Equity Plan(1).........
============================================ ----------------- ------------------------ ---------------------- =====================
Common Stock issuable upon exercise of                240,000(3)                 $5.75       $2,914,375                  $ 1,004.96
options and other stock-based awards                  100,000                  $5.8125
granted and outstanding under employee                 50,000                  $4.4375
benefit plans ("Benefit Plans")(2)......               30,000                   $4.375
                                                      100,000                    $6.00
============================================ ----------------- ------------------------ ---------------------- =====================
Common Stock issuable upon exercise of                500,000(3)                 $7.50       $3,750,000                  $ 1,293.10
options which may be granted under the
1996 Management Incentive Plan(1).......
============================================================================================================== =====================
         TOTAL............................................................................................                $4,884.26
============================================================================================================== =====================

                                                                                                            (footnotes on next page)
1
(1)      Based on the last sale price of the  Common  Stock as  reported  by The
         Nasdaq  Stock  Market on December  9, 1996,  in  accordance  with Rules
         457(c) and 457(h)  promulgated  under the  Securities  Act of 1933,  as
         amended ("Securities Act").

(2)      Represents the exercise  prices payable for the 520,000 shares that may
         be acquired under  outstanding  options granted pursuant to the Benefit
         Plans in accordance with Rule 457(h)  promulgated  under the Securities
         Act.

(3)      The amount being registered  represents the maximum number of shares of
         Common  Stock  that  may  be  issued  by the  Company  under  the  1996
         Performance  Equity Plan and 1996  Management  Incentive  Plan and upon
         exercise  of options  under the  Benefit  Plans.  Pursuant to Rule 416,
         there are also being  registered  additional  shares of Common Stock as
         may become issuable pursuant to the anti-dilution provisions of each of
         such plans.

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

         In accordance  with the  provisions of Rule 462  promulgated  under the
Securities  Act of 1933,  as amended,  the  Registration  Statement  will become
effective upon filing with the Securities and Exchange Commission.

         The Registration  Statement,  including all exhibits and attachments, 
 contains 64 pages. The exhibit index may be found on page 9 of the
 consecutively numbered pages of the Registration Statement.

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

                                       2
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.*

Item 2.  Registrant Information and Employee Plan Annual Information. *

         *          Information  required  by  Part  I 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 and the Note to Part I of Form S-8.

                                       3
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following  documents  previously  filed by the Registrant  with the
Securities  and Exchange  Commission  (the  "Commission")  are  incorporated  by
reference in this Registration Statement:

         (a)      The  Registrant's  Annual Report on Form 10-KSB for the fiscal
                  year ended  December 31, 1995,  filed with the  Securities and
                  Exchange  Commission  (the  "Commission")  pursuant to Section
                  13(a) of the  Securities  Exchange Act of 1934 (the  "Exchange
                  Act");

         (b)      The  Registrant's  Quarterly  Reports  on Form  10-QSB for the
                  periods ended March 31, 1996,  June 30, 1996 and September 30,
                  1996,  filed with the Commission  pursuant to Section 13(a) or
                  15(d) of the Exchange Act;

         (c)      The Registrant's Proxy Statement dated May 8, 1996; and

         (d)      The description of the Company's  common stock, par value $.01
                  per share (the "Common Stock"),  contained in the Registrant's
                  8-A Registration  Statement filed with the Commission pursuant
                  to Section 12(b) of the Exchange Act, including any subsequent
                  amendment(s)  or report(s)  filed for purpose of updating such
                  description.

         All documents subsequently filed by the Registrant pursuant to Sections
13(a),  13(c),  14 and  15(d) of the  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 in this Registration  Statement and to be a part
hereof  from the  respective  date of filing of such  documents.  Any  statement
contained  in a  document  incorporated  by  reference  herein  is  modified  or
superseded  for all  purposes to the extent that a statement  contained  in this
Registration  Statement or in any other  subsequently  filed  document  which is
incorporated by reference modifies or replaces such statement.

Item 4.  Description of Securities.

         The Common Stock of the  Registrant is  registered  under Section 12 of
the Exchange Act.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         Section  145 of the  General  Corporation  Law of the State of Delaware
empowers a Delaware corporation to indemnify any person 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)  by
reason of the fact that such person is or was a director,  officer, employee, or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee, or agent of another corporation,  partnership,
joint  venture,   trust,  or  other  enterprise,   against  expenses  (including
attorneys' fees), judgments,  fines, and amounts paid in settlement actually and
reasonably  incurred by such person in  connection  with such action,  suit,  or
proceeding  if such  person  acted in good  faith  and in a manner  such  person
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
corporation,  and with  respect to any  criminal  action or  proceeding,  had no
reasonable  cause to  believe  that such  person's  conduct  was  unlawful.  The
termination of any action, suit, or proceeding by judgment,  order,  settlement,
conviction,  or upon plea of nolo  contendere  or its  equivalent,  does not, of
itself, create a presumption that such person did not act in good faith and in a
manner which such person reasonably believed to be in or not opposed to the best
interests  of the  corporation,  and,  with  respect to any  criminal  action or
proceeding,  had  reasonable  cause to believe  that such  person's  conduct was
unlawful.

         In the case of an action by or in the right of the corporation, Section
145 empowers a  corporation  to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending, or completed action in
any of the capacities  set forth above against  expenses  (including  attorneys'
fees)  actually and  reasonably  incurred by such person in connection  with the
defense or  settlement of such action or suit if such person acted in good faith
and in a manner such person reasonably  believed to be in and not opposed to the
                                       4
best interests of the corporation,  except that indemnification is not permitted
in respect of any claim, issue, or matter as to which such person is 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 or suit was brought  determines  upon
application  that,  despite the  adjudicate  of liability but in view of all the
circumstances  of the case,  such  person is fairly and  reasonably  entitled to
indemnity  for such  expenses  which the Court of  Chancery  or such other court
deems  proper.  Section 145 further  provides:  that a Delaware  corporation  is
required to indemnify a director,  officer,  employee, or agent against expenses
(including  attorneys' fees) actually and reasonably  incurred by such person in
connection  with any action,  suit,  or  proceeding  or in defense of any claim,
issue,  or matter  therein as to which such  person has been  successful  on the
merits or otherwise;  that indemnification provided for by Section 145 shall not
be deemed  exclusive of any other rights to which the  indemnified  party may be
entitled;  that  indemnification  provided  for by  Section  145  shall,  unless
otherwise provided when authorized or ratified,  continue as to a person who has
ceased to be a  director,  officer,  employee,  or agent and shall  inure to the
benefit of such person's heirs, executors, and administrators;  and empowers the
corporation  to  purchase  and  maintain  insurance  on behalf of a director  or
officer  against any such  liability  asserted  against  such person in any such
capacity  or  arising  out of such  person's  status as such  whether or not the
corporation  would  have the power to  indemnify  him  against  liability  under
Section  145.  A  Delaware  corporation  may  provide  indemnification  only  as
authorized in the specific case upon a determination that indemnification of the
director,  officer,  employee or agent is proper in the circumstances because he
has met the applicable standard of conduct. Such determination is to be made (i)
by the board of directors by a majority vote of a quorum consisting of directors
who were not party to such action, suit, or proceeding, or (ii) if such a quorum
is not obtainable, or, even if obtainable a quorum of disinterested directors so
directs,  by  independent  legal counsel in a written  opinion,  or (iii) by the
stockholders.

         Article VIII of the Amended and Restated  Certificate of  Incorporation
of the  Company  and  Article  VIII of the Bylaws of the  Company  provides  for
indemnification  of directors and officers of the Company to the fullest  extent
permitted by law, as now in effect or later amended.  Article VIII of the Bylaws
provides that  expenses  incurred by an officer of director in defending a civil
or criminal action, suit, or proceeding may be paid by the Company in advance of
final  disposition upon receipt of an undertaking by or on behalf of such person
to repay such  amount if it  ultimately  is  determined  that such person is not
entitled to be indemnified by the Company.

         The Company may  provide  liability  insurance  for each  director  and
officer for certain  losses  arising  from claims or charges  made  against them
while acting in their  capacities  as directors or officers of the Company.  The
Company currently maintains such liability insurance.

         Article  VII of the  Company's  Amended  and  Restated  Certificate  of
Incorporation  eliminates the personal liability of the directors of the Company
to the fullest extent permitted by the provisions of Section 102 of the Delaware
General Corporation Law, as the same may be amended and supplemented.

         Additionally,  the Company has entered into Indemnification  Agreements
with certain of its  directors  and  officers  whereby the Company has agreed to
indemnify,  and advance  expenses  to,  each  indemnitee  to the fullest  extent
permitted by applicable law. The Indemnification  Agreements will continue until
and terminate upon the later of (i) ten years after the date that the indemnitee
has ceased to serve as a director or officer of the Company or any entity  which
the  indemnitee  served  at the  request  of the  Company,  or  (ii)  the  final
termination  of all pending  proceedings  in respect of which the  indemnitee is
granted rights of  indemnification  or advancement of expenses or any proceeding
commenced by the indemnitee.

Item 7.  Exemption from Registration Claimed.

         Not Applicable.

Item 8.  Exhibits.

Exhibit No.     Description
            4.1 1996 Performance Equity Plan

            4.2 Stock  Option  Agreement,  dated  June 21,  1995,  for the
                purchase of 30,000 shares between Bruce Sokoloff and the Company

            4.3 Stock  Option  Agreement,  dated  June 23,  1995,  for the
                purchase of 80,000 shares between Jonathan L. Steinberg and the
                Company

            4.4 Stock  Option  Agreement,  dated  June 23,  1995,  for the
                purchase of 80,000 shares between Robert Schmidt and the Company
                                       5
4.5 Stock  Option  Agreement,  dated  June 23,  1995,  for the 
                purchase of 50,000 shares between Scot A. Rosenblum and the
                Company

            4.6 Stock Option  Agreement,  dated  July 27,  1995,  for the
                purchase of 100,000 shares between Russell A. Anmuth and the
                Company

            4.7 Stock Option Agreement, dated November 1, 1995, for the purchase
                of 50,000 shares between Gordon Anderson and the Company

            4.8 Stock Option Agreement, dated December 1, 1995, for the purchase
                of 30,000 shares between Sharon Cartotto and the Company

            4.9 Stock Option  Agreement,  dated March 15, 1996, for the purchase
                of 100,000 shares between Jay Burzon and the Company

           4.10 1996 Management Incentive Plan

            5.1 Opinion of Graubard Mollen & Miller

           23.1 Consent of  Deloitte & Touche  LLP,  independent  auditors  for
                Registrant  

           23.2 Consent of Ernst & Young LLP,  independent  auditors
                for WisdomTree Associates, L.P.

           23.3 Consent of Graubard Mollen & Miller (Included in Exhibit 5.1)

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 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
Registration  Statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic  reports filed by the  Registrant  pursuant to Section 13(a) 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 Section 15(d) of the
Securities  Exchange  Act of 1934  (and  where  applicable,  each  filing  of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
Registration  Statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at 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  procedures,  or otherwise,
                                       6
the  Registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Act and is,  therefore,  unenforceable.  In the  event  that a claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
Registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  Registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                       7
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 11th day of
December, 1996.

                                   INDIVIDUAL INVESTOR GROUP, INC.

                                   By:      /s/ Jonathan L. Steinberg
                                   ----------------------------------
                                   Jonathan L. Steinberg, Chairman of the Board

                                POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears  below  constitutes  and  appoints  Jonathan  L.  Steinberg  and Scot A.
Rosenblum 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 or all  amendments to
this Registration Statement,  including post-effective  amendments,  and to file
the same, with all exhibits thereto, and all documents in connection  therewith,
with   the   Securities   and   Exchange   Commission,    granting   unto   said
attorneys-in-fact  and agents,  and each of them, 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,   and  hereby   ratifies   and  confirms  all  that  said
attorneys-in-fact  and  agents,  each  acting  alone,  or  their  substitute  or
substitutes, may lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this  Registration  Statement  has been signed by the  following  persons in the
capacities and on the dates indicated.

/s/ Jonathan L. Steinberg      Chief Executive Officer,       December 12,1996
------------------------       Treasurer and Directtor
Jonathan L. Steinberg          (Principal Executive Officer)

/s/ Robert H. Schmidt          President and Director         December 12, 1996
-----------------------
Robert H. Schmidt

/s/ Scot A. Rosenblum          Chief Financial Officer,       December 12, 1996
------------------------       Vice President, Secretary
Scot A. Rosenblum              and Director (Principal
                               Financial Office                  

/s/ Henry G. Clark             Controller (Principal          December 12, 1996
------------------------       Accounting Officer)
Henry G. Clark

/s/ Bruce L. Sokoloff          Director                       December 12, 1996
------------------------
Bruce L. Sokoloff

/s/ Peter M. Ziemba            Director                       December 12, 1996
------------------------
Peter M. Ziemba

                                       8
EXHIBIT INDEX

Exhibit No.     Description                                                          Page No.
4.1 1996 Performance Equity Plan                                         10-19

            4.2 Stock Option Agreement, dated June 21, 1995, for the purchase of     20-22
                30,000 shares between Bruce Sokoloff and the Company

            4.3 Stock Option Agreement, dated June 23, 1995, for the purchase        23-26
                of 80,000 shares between Jonathan L. Steinberg and the Company

            4.4 Stock Option Agreement, dated June 23, 1995, for the purchase of     27-30
                80,000 shares between Robert Schmidt and the Company

            4.5 Stock Option Agreement, dated June 23, 1995, for the purchase of     31-34
                50,000 shares between Scot Rosenblum and the Company

            4.6 Stock Option Agreement, dated July 27, 1995, for the purchase        35-37
                of 100,000 shares between Russell A. Anmuth and the Company

            4.7 Stock Option Agreement, dated November 1, 1995, for the purchase     38-41
                of 50,000 shares between Gordon Anderson and the Company

            4.8 Stock Option Agreement, dated December 1, 1995, for the purchase     42-45
                of 30,000 shares between Sharon Cartotto and the Company

            4.9 Stock Option  Agreement,  dated March 15, 1996, for the purchase     46-49
                of 100,000 shares between Jay Burzon and the Company

           4.10 1996 Management Incentive Plan                                       52-61

            5.1 Opinion of Graubard Mollen & Miller                                  62

           23.1 Consent of  Deloitte & Touche  LLP,  independent  auditors  for      63
                Registrant  

           23.2 Consent of Ernst & Young LLP,  independent  auditors                 64
                for WisdomTree Associates, L.P.

           23.3 Consent of Graubard Mollen & Miller (Included in Exhibit 5.1)        62
9