As filed with the Securities and                                 Registration
Exchange Commission on October 31, 2003                          No. 333-



                                UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

                               _______________

                                   FORM S-8
                           REGISTRATION STATEMENT

                      Under the Securities Act of 1933

                               _______________

                  TOUCHSTONE APPLIED SCIENCE ASSOCIATES, INC.
            (Exact Name of Registrant as Specified in Its Charter)

                 Delaware                             13-2846796
    (State or Other Jurisdiction of       (I.R.S. Employer Identification No.)
              Incorporation)


                             4 Hardscrabble Heights
                                  P.O. Box 382
                            Brewster, New York 10509
                    (Address of Principal Executive Office)
                                _______________

                  Touchstone Applied Science Associates, Inc.
               Amended and Restated Directors Stock Option Plan
                            (Full Title of the Plan)

                                 _______________

                                 Andrew L. Simon
                  Touchstone Applied Science Associates, Inc.
                             4 Hardscrabble Heights
                                  P.O. Box 382
                            Brewster, New York 10509
                  (Name and Address of Agent For Service)

                                 (845) 277-8100
          (Telephone Number, Including Area Code, of Agent For Service)

                                 With a copy to:

                              Steven R. Berger, Esq.
                      Vedder, Price, Kaufman & Kammholz, P.C.
                                 805 Third Avenue
                            New York, New York 10022
                                 (212) 407-7700

                                 _______________
<TABLE>
<CAPTION>

                        CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------
<S>                <C>                 <C>            <C>           <C>
                                          Proposed        Proposed
   Title of Each                          Maximum         Maximum
     Class of                             Offering        Aggregate      Amount of
    Securities         Amount To Be       Price Per       Offering     Registration
  To Be Registered     Registered(1)      Share(2)        Price(2)         Fee(2)
------------------------------------------------------------------------------------
  Common Stock,
    par value
   $0.0001 per
     share                 75,000           $1.95         $146,250         $11.85
------------------------------------------------------------------------------------
<FN>
(1)   Together with an indeterminate number of additional shares that may be
      necessary to adjust the number of shares reserved for issuance pursuant
      to the Touchstone Applied Science Associates, Inc. Amended and Restated
      Directors Stock Option Plan as a result of any future stock split,
      stock dividend or similar adjustment of the outstanding Common Stock of
      Touchstone Applied Science Associates, Inc.
(2)   Estimated solely for the purpose of calculating the registration fee
      pursuant to Rule 457(h)(1) under the Securities Act of 1933, as
      amended, based upon the last sales prices for the Common Stock reported
      in the electronic bulletin board of Nasdaq of $1.95 on October 28, 2003.

</FN>
</TABLE>
<PAGE>

                                PART I

          INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1. PLAN INFORMATION.

        The documents containing the information required by this
section will be sent or given to those persons participating in
the Touchstone Applied Science Associates, Inc. Amended and
Restated Directors Stock Option Plan ("Plan" or "Directors Plan")
as specified by Rule 428(b)(1) of the Securities Act of 1933, as
amended (the "Securities Act").  These documents and the documents
incorporated by reference into this Registration Statement
pursuant to Item 3 of Part II of this Registration Statement,
taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act and are not
required to be filed with the Commission as part of the
Registration Statement or as an exhibit.

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL
        INFORMATION.

        The Board of Directors of the Company adopted the original
Directors Plan in February 1996 in order to aid the Company in
attracting, retaining and motivating independent directors, which
Directors Plan was approved by the stockholders of the Company on
March 29, 1996.  The Directors Plan initially authorized awards
up to an aggregate of 25,000 shares of Common Stock.  In February
2000, the Board of Directors approved an amendment to the
Directors Plan increasing to 75,000 the number of shares which
may be the subject of stock options under the Directors Plan.
The stockholders of the Company approved such amendment at the
Annual Meeting of Stockholders on March 31, 2000.  Under the
Plan, non-qualified stock options to purchase up to 75,000 shares
of Common Stock may be granted to non-employee directors of the
Company, which options are granted automatically at the times and
in the manner stated in the Plan.

        Subject to the terms of the Plan, each non-employee director
receives 5,000 options on the day such director is first elected
to the Board of Directors, and 2,500 options on the date of each
annual meeting of the stockholders of the Company, provided such
director is re-elected to the Board of Directors.  The exercise
price of stock options granted under the Plan is the fair market
value of the Company's Common Stock on the date of grant.  The
options become exercisable after the first anniversary of the
date of grant and the term of the option cannot exceed ten years.

                                PART II

          INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

        The following documents filed by the Company with the
Commission are incorporated by reference into this Registration
Statement:

        (a)  Annual Report on Form 10-KSB for the year ended October
31, 2002, filed with the Commission;

        (b)  Quarterly Reports on Form 10-QSB for the quarters ended
January 31, 2003, April 30, 2003 and July 31, 2003,
filed with the Commission;

        (c)  All other reports filed pursuant to Sections 13(a) or
15(d) of the Securities Exchange Act of 1934, as
amended, since October 31, 2002; and

        (d)  The description of our Common Stock contained in our
Registration Statement on Form 8-A, dated May 28, 1992.

        All other documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") prior to
the filing of a post-effective amendment indicating that all
securities offered under this Registration Statement have been
sold, or deregistering all securities then remaining unsold, are
also incorporated by reference and shall be a part hereof from
the date of filing of such documents.  Any statement contained in
a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superceded for purposes
of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed document which also
is or is deemed to be incorporated by reference herein modifies
or supercedes such statement.  Any such statement so modified or
superceded shall not be deemed, except as so modified or
superceded, 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's Certificate of Incorporation provides that the
Company shall, to the fullest extent permitted by Section 145 of
the Delaware General Corporation Law ("DGCL"), indemnify all
persons whom it may indemnify under Delaware law.

        Section 145 of the Delaware General Corporation Law permits
a corporation, under specified circumstances, to indemnify its
directors, officers, employees or agents against expenses
(including attorneys' fees), judgments, fines and amounts paid in
settlements actually and unreasonably incurred by them in
connection with any action, suit or proceeding brought by third
parties by reason of the fact that they were or are directors,
officers, employees or agents of the corporation, if such
directors, officers, employees or agents acted in good faith and
in a manner they reasonably believed to be in or not opposed to
the best interest of the corporation and, with respect to any
criminal action or proceeding, had no reason to believe their
conduct was unlawful.  In a derivative action, e.g., one by or in
the right of the corporation, indemnification may be made only
for expenses actually and reasonably incurred by directors,
officers, employees or agents in connection with the defense or
settlement of an action or suit, and only with respect to a
matter as to which they shall have acted in good faith and in a
manner they reasonably believed to be in or not opposed to the
best interests of the corporation, except that no indemnification
shall be made if such person shall have been adjudicated liable
to the corporation, unless and only to the extent that the court
in which the action or suit was brought shall determine upon
application that the defendant directors, officers, employees or
agents are fairly and reasonably entitled to indemnity for such
expenses despite such adjudication of liability.

        In addition, Section 102(b)(7) of the DGCL permits
corporations to limit directors' monetary liability for breach of
fiduciary duty except in certain circumstances.  The Company's
Certificate of Incorporation also provides that, to the fullest
extent permitted by the DGCL, no director shall be personally
liable to the Company or its stockholders for monetary damages
resulting from breaches of their fiduciary duty as directors.

        The Company carries directors' and officers' liability
insurance covering losses up to $2,000,000 (subject to certain
deductible amounts).

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

        Not applicable.

ITEM 8. EXHIBITS.

Exhibit
Number  Description
------  -----------

 3.1    Certificate of Incorporation, dated August 22, 1991 filed
        with the Secretary of State of the State of Delaware
        (incorporated herein by reference to the exhibit
        contained in the Company's Quarterly Report on Form 10-
        QSB for the fiscal quarter ended January 31, 1999)

 3.2    Certificate of Merger dated August 26, 1992, filed with
        the Secretary of State of the State of Delaware
        (incorporated herein by reference to the exhibit
        contained in the Company's Registration Statement on Form
        SB-2 under the Securities Act of 1933, as amended, filed
        with the Securities and Exchange Commission on July 7, 1993)

 3.3    Certificate of Amendment of Certificate of Incorporation
        dated March 4, 1999, filed with the Secretary of State of
        the State of Delaware (incorporated herein by reference
        to the exhibit contained in the Company's Quarterly
        Report on Form 10-QSB for the fiscal quarter ended
        January 31, 1999)

 3.4    Amended and Restated By-Laws (incorporated by reference
        to the exhibit contained in the Company's Registration
        Statement on Form S-3 (File No. 333-27659) under the
        Securities Act of 1933, as amended, filed with the
        Securities and Exchange Commission on May 22, 1997)

 4.1    Specimen Certificate evidencing shares of Common Stock
        (incorporated herein by reference to the exhibit
        contained in the Company's Registration Statement on Form
        S-3 (File No. 333-75377) under the Securities Act of
        1933, as amended, filed with the Securities and Exchange
        Commission on March 31, 1999)

 4.2    Amended and Restated Directors Stock Option Plan
        (incorporated by reference to the exhibit contained in
        the Definitive Proxy Statement, in connection with the
        Annual Meeting of Stockholders, Held March 31, 2000)

 5.1    Opinion of Vedder, Price, Kaufman & Kammholz, P.C.*

23.1    Consent of Lazar, Levine & Felix, LLP.*

23.2    Consent of Vedder, Price, Kaufman & Kammholz, P.C.
        (included in Exhibit 5.1).


*  Filed herewith.

ITEM 9. UNDERTAKINGS.

        (a)  The undersigned Registrant hereby undertakes:

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

             (2)  That, for the purpose of determining any
        liability under the Securities Act, 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,
each filing of the Registrant's annual report pursuant to
Section 13(a) or 15(d) of the Exchange Act 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 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 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 Securities Act and will be governed by the final
adjudication of such issue.

                    [SIGNATURE PAGE FOLLOWS]
<PAGE>

                             SIGNATURES
        Pursuant to the requirements of the Securities Act, 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 Brewster, New York , on this 31st day of October, 2003.



                          TOUCHSTONE APPLIED SCIENCE ASSOCIATES, INC.


                          By:  /s/ ANDREW L. SIMON
                             ---------------------------------
                             Andrew L. Simon
                             President, Chief Executive Officer and
                             Chief Financial Officer
                             (principal executive officer and
                              principal financial officer)


        Pursuant to the requirement of the Securities Act of 1933,
this amendment to the registration statement has been signed by
the following persons in the capacities and on the date
indicated.


       Name                        Title                          Date
       ----                        -----                          ----

/s/ ANDREW L. SIMON          Director and Chairman          October 31, 2003
-------------------               of the Board
    Andrew L. Simon

/s/ MICHAEL D. BECK               Director                  October 31, 2003
-------------------
    Michael D. Beck


/s/ STEVEN R. BERGER              Director                  October 31, 2003
--------------------
    Steven R. Berger


/s/ DONALD W. HUGHES              Director                  October 31, 2003
--------------------
    Donald W. Hughes


/s/ LINDA G. STRALEY              Director                  October 31, 2003
--------------------
    Linda G. Straley


                                  Director
--------------------
   Thomas Struzzieri


/s/ DAVID L. WARNOCK              Director                  October 31, 2003
--------------------
    David L. Warnock




                              EXHIBIT INDEX

Exhibit
Number  Description
------  -----------

 3.1    Certificate of Incorporation, dated August 22, 1991 filed
        with the Secretary of State of the State of Delaware
        (incorporated herein by reference to the exhibit
        contained in the Company's Quarterly Report on Form 10-
        QSB for the fiscal quarter ended January 31, 1999)

 3.2    Certificate of Merger dated August 26, 1992, filed with
        the Secretary of State of the State of Delaware
        (incorporated herein by reference to the exhibit
        contained in the Company's Registration Statement on Form
        SB-2 under the Securities Act of 1933, as amended, filed
        with the Securities and Exchange Commission on July 7, 1993)

 3.3    Certificate of Amendment of Certificate of Incorporation
        dated March 4, 1999, filed with the Secretary of State of
        the State of Delaware (incorporated herein by reference
        to the exhibit contained in the Company's Quarterly
        Report on Form 10-QSB for the fiscal quarter ended
        January 31, 1999)

 3.4    Amended and Restated By-Laws (incorporated by reference
        to the exhibit contained in the Company's Registration
        Statement on Form S-3 (File No. 333-27659) under the
        Securities Act of 1933, as amended, filed with the
        Securities and Exchange Commission on May 22, 1997)

 4.1    Specimen Certificate evidencing shares of Common Stock
        (incorporated herein by reference to the exhibit
        contained in the Company's Registration Statement on Form
        S-3 (File No. 333-75377) under the Securities Act of
        1933, as amended, filed with the Securities and Exchange
        Commission on March 31, 1999)

 4.2    Amended and Restated Directors Stock Option Plan
        (incorporated by reference to the exhibit contained in
        the Definitive Proxy Statement, in connection with the
        Annual Meeting of Stockholders, Held March 31, 2000)

 5.1    Opinion of Vedder, Price, Kaufman & Kammholz, P.C.*

23.1    Consent of Lazar, Levine & Felix, LLP.*

23.2    Consent of Vedder, Price, Kaufman & Kammholz, P.C.
        (included in Exhibit 5.1).



*  Filed herewith.
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As filed with the Securities and                                 Registration
Exchange Commission on October 31, 2003                          No. 333-

                                UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

                               _______________

                                   FORM S-8
                           REGISTRATION STATEMENT

                      Under the Securities Act of 1933

                               _______________

                  TOUCHSTONE APPLIED SCIENCE ASSOCIATES, INC.
            (Exact Name of Registrant as Specified in Its Charter)

                 Delaware                             13-2846796
    (State or Other Jurisdiction of       (I.R.S. Employer Identification No.)
              Incorporation)

                             4 Hardscrabble Heights
                                  P.O. Box 382
                            Brewster, New York 10509
                    (Address of Principal Executive Office)
                                _______________

                  Touchstone Applied Science Associates, Inc.
               Amended and Restated Directors Stock Option Plan
                            (Full Title of the Plan)

                                 _______________

                                 Andrew L. Simon
                  Touchstone Applied Science Associates, Inc.
                             4 Hardscrabble Heights
                                  P.O. Box 382
                            Brewster, New York 10509
                  (Name and Address of Agent For Service)

                                 (845) 277-8100
          (Telephone Number, Including Area Code, of Agent For Service)

                                 With a copy to:

                              Steven R. Berger, Esq.
                      Vedder, Price, Kaufman & Kammholz, P.C.
                                 805 Third Avenue
                            New York, New York 10022
                                 (212) 407-7700

                                 _______________
CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------
Proposed        Proposed
   Title of Each                          Maximum         Maximum
     Class of                             Offering        Aggregate      Amount of
    Securities         Amount To Be       Price Per       Offering     Registration
  To Be Registered     Registered(1)      Share(2)        Price(2)         Fee(2)
------------------------------------------------------------------------------------
  Common Stock,
    par value
   $0.0001 per
     share                 75,000           $1.95         $146,250         $11.85
------------------------------------------------------------------------------------
(1)   Together with an indeterminate number of additional shares that may be
      necessary to adjust the number of shares reserved for issuance pursuant
      to the Touchstone Applied Science Associates, Inc. Amended and Restated
      Directors Stock Option Plan as a result of any future stock split,
      stock dividend or similar adjustment of the outstanding Common Stock of
      Touchstone Applied Science Associates, Inc.
(2)   Estimated solely for the purpose of calculating the registration fee
      pursuant to Rule 457(h)(1) under the Securities Act of 1933, as
      amended, based upon the last sales prices for the Common Stock reported
      in the electronic bulletin board of Nasdaq of $1.95 on October 28, 2003.
PART I

          INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1. PLAN INFORMATION.

        The documents containing the information required by this
section will be sent or given to those persons participating in
the Touchstone Applied Science Associates, Inc. Amended and
Restated Directors Stock Option Plan ("Plan" or "Directors Plan")
as specified by Rule 428(b)(1) of the Securities Act of 1933, as
amended (the "Securities Act").  These documents and the documents
incorporated by reference into this Registration Statement
pursuant to Item 3 of Part II of this Registration Statement,
taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act and are not
required to be filed with the Commission as part of the
Registration Statement or as an exhibit.

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL
        INFORMATION.

        The Board of Directors of the Company adopted the original
Directors Plan in February 1996 in order to aid the Company in
attracting, retaining and motivating independent directors, which
Directors Plan was approved by the stockholders of the Company on
March 29, 1996.  The Directors Plan initially authorized awards
up to an aggregate of 25,000 shares of Common Stock.  In February
2000, the Board of Directors approved an amendment to the
Directors Plan increasing to 75,000 the number of shares which
may be the subject of stock options under the Directors Plan.
The stockholders of the Company approved such amendment at the
Annual Meeting of Stockholders on March 31, 2000.  Under the
Plan, non-qualified stock options to purchase up to 75,000 shares
of Common Stock may be granted to non-employee directors of the
Company, which options are granted automatically at the times and
in the manner stated in the Plan.

        Subject to the terms of the Plan, each non-employee director
receives 5,000 options on the day such director is first elected
to the Board of Directors, and 2,500 options on the date of each
annual meeting of the stockholders of the Company, provided such
director is re-elected to the Board of Directors.  The exercise
price of stock options granted under the Plan is the fair market
value of the Company's Common Stock on the date of grant.  The
options become exercisable after the first anniversary of the
date of grant and the term of the option cannot exceed ten years.

                                PART II

          INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

        The following documents filed by the Company with the
Commission are incorporated by reference into this Registration
Statement:

        (a)  Annual Report on Form 10-KSB for the year ended October
31, 2002, filed with the Commission;

        (b)  Quarterly Reports on Form 10-QSB for the quarters ended
January 31, 2003, April 30, 2003 and July 31, 2003,
filed with the Commission;

        (c)  All other reports filed pursuant to Sections 13(a) or
15(d) of the Securities Exchange Act of 1934, as
amended, since October 31, 2002; and

        (d)  The description of our Common Stock contained in our
Registration Statement on Form 8-A, dated May 28, 1992.

        All other documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") prior to
the filing of a post-effective amendment indicating that all
securities offered under this Registration Statement have been
sold, or deregistering all securities then remaining unsold, are
also incorporated by reference and shall be a part hereof from
the date of filing of such documents.  Any statement contained in
a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superceded for purposes
of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed document which also
is or is deemed to be incorporated by reference herein modifies
or supercedes such statement.  Any such statement so modified or
superceded shall not be deemed, except as so modified or
superceded, 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's Certificate of Incorporation provides that the
Company shall, to the fullest extent permitted by Section 145 of
the Delaware General Corporation Law ("DGCL"), indemnify all
persons whom it may indemnify under Delaware law.

        Section 145 of the Delaware General Corporation Law permits
a corporation, under specified circumstances, to indemnify its
directors, officers, employees or agents against expenses
(including attorneys' fees), judgments, fines and amounts paid in
settlements actually and unreasonably incurred by them in
connection with any action, suit or proceeding brought by third
parties by reason of the fact that they were or are directors,
officers, employees or agents of the corporation, if such
directors, officers, employees or agents acted in good faith and
in a manner they reasonably believed to be in or not opposed to
the best interest of the corporation and, with respect to any
criminal action or proceeding, had no reason to believe their
conduct was unlawful.  In a derivative action, e.g., one by or in
the right of the corporation, indemnification may be made only
for expenses actually and reasonably incurred by directors,
officers, employees or agents in connection with the defense or
settlement of an action or suit, and only with respect to a
matter as to which they shall have acted in good faith and in a
manner they reasonably believed to be in or not opposed to the
best interests of the corporation, except that no indemnification
shall be made if such person shall have been adjudicated liable
to the corporation, unless and only to the extent that the court
in which the action or suit was brought shall determine upon
application that the defendant directors, officers, employees or
agents are fairly and reasonably entitled to indemnity for such
expenses despite such adjudication of liability.

        In addition, Section 102(b)(7) of the DGCL permits
corporations to limit directors' monetary liability for breach of
fiduciary duty except in certain circumstances.  The Company's
Certificate of Incorporation also provides that, to the fullest
extent permitted by the DGCL, no director shall be personally
liable to the Company or its stockholders for monetary damages
resulting from breaches of their fiduciary duty as directors.

        The Company carries directors' and officers' liability
insurance covering losses up to $2,000,000 (subject to certain
deductible amounts).

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

        Not applicable.

ITEM 8. EXHIBITS.

Exhibit
Number  Description
------  -----------

 3.1    Certificate of Incorporation, dated August 22, 1991 filed
        with the Secretary of State of the State of Delaware
        (incorporated herein by reference to the exhibit
        contained in the Company's Quarterly Report on Form 10-
        QSB for the fiscal quarter ended January 31, 1999)

 3.2    Certificate of Merger dated August 26, 1992, filed with
        the Secretary of State of the State of Delaware
        (incorporated herein by reference to the exhibit
        contained in the Company's Registration Statement on Form
        SB-2 under the Securities Act of 1933, as amended, filed
        with the Securities and Exchange Commission on July 7, 1993)

 3.3    Certificate of Amendment of Certificate of Incorporation
        dated March 4, 1999, filed with the Secretary of State of
        the State of Delaware (incorporated herein by reference
        to the exhibit contained in the Company's Quarterly
        Report on Form 10-QSB for the fiscal quarter ended
        January 31, 1999)

 3.4    Amended and Restated By-Laws (incorporated by reference
        to the exhibit contained in the Company's Registration
        Statement on Form S-3 (File No. 333-27659) under the
        Securities Act of 1933, as amended, filed with the
        Securities and Exchange Commission on May 22, 1997)

 4.1    Specimen Certificate evidencing shares of Common Stock
        (incorporated herein by reference to the exhibit
        contained in the Company's Registration Statement on Form
        S-3 (File No. 333-75377) under the Securities Act of
        1933, as amended, filed with the Securities and Exchange
        Commission on March 31, 1999)

 4.2    Amended and Restated Directors Stock Option Plan
        (incorporated by reference to the exhibit contained in
        the Definitive Proxy Statement, in connection with the
        Annual Meeting of Stockholders, Held March 31, 2000)

 5.1    Opinion of Vedder, Price, Kaufman & Kammholz, P.C.*

23.1    Consent of Lazar, Levine & Felix, LLP.*

23.2    Consent of Vedder, Price, Kaufman & Kammholz, P.C.
        (included in Exhibit 5.1).

*  Filed herewith.

ITEM 9. UNDERTAKINGS.

        (a)  The undersigned Registrant hereby undertakes:

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

             (2)  That, for the purpose of determining any
        liability under the Securities Act, 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,
each filing of the Registrant's annual report pursuant to
Section 13(a) or 15(d) of the Exchange Act 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 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 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 Securities Act and will be governed by the final
adjudication of such issue.

                    [SIGNATURE PAGE FOLLOWS]
SIGNATURES
        Pursuant to the requirements of the Securities Act, 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 Brewster, New York , on this 31st day of October, 2003.

                          TOUCHSTONE APPLIED SCIENCE ASSOCIATES, INC.

                          By:  /s/ ANDREW L. SIMON
                             ---------------------------------
                             Andrew L. Simon
                             President, Chief Executive Officer and
                             Chief Financial Officer
                             (principal executive officer and
                              principal financial officer)

        Pursuant to the requirement of the Securities Act of 1933,
this amendment to the registration statement has been signed by
the following persons in the capacities and on the date
indicated.

       Name                        Title                          Date
       ----                        -----                          ----

/s/ ANDREW L. SIMON          Director and Chairman          October 31, 2003
-------------------               of the Board
    Andrew L. Simon

/s/ MICHAEL D. BECK               Director                  October 31, 2003
-------------------
    Michael D. Beck

/s/ STEVEN R. BERGER              Director                  October 31, 2003
--------------------
    Steven R. Berger

/s/ DONALD W. HUGHES              Director                  October 31, 2003
--------------------
    Donald W. Hughes

/s/ LINDA G. STRALEY              Director                  October 31, 2003
--------------------
    Linda G. Straley

                                  Director
--------------------
   Thomas Struzzieri

/s/ DAVID L. WARNOCK              Director                  October 31, 2003
--------------------
    David L. Warnock

                              EXHIBIT INDEX

Exhibit
Number  Description
------  -----------

 3.1    Certificate of Incorporation, dated August 22, 1991 filed
        with the Secretary of State of the State of Delaware
        (incorporated herein by reference to the exhibit
        contained in the Company's Quarterly Report on Form 10-
        QSB for the fiscal quarter ended January 31, 1999)

 3.2    Certificate of Merger dated August 26, 1992, filed with
        the Secretary of State of the State of Delaware
        (incorporated herein by reference to the exhibit
        contained in the Company's Registration Statement on Form
        SB-2 under the Securities Act of 1933, as amended, filed
        with the Securities and Exchange Commission on July 7, 1993)

 3.3    Certificate of Amendment of Certificate of Incorporation
        dated March 4, 1999, filed with the Secretary of State of
        the State of Delaware (incorporated herein by reference
        to the exhibit contained in the Company's Quarterly
        Report on Form 10-QSB for the fiscal quarter ended
        January 31, 1999)

 3.4    Amended and Restated By-Laws (incorporated by reference
        to the exhibit contained in the Company's Registration
        Statement on Form S-3 (File No. 333-27659) under the
        Securities Act of 1933, as amended, filed with the
        Securities and Exchange Commission on May 22, 1997)

 4.1    Specimen Certificate evidencing shares of Common Stock
        (incorporated herein by reference to the exhibit
        contained in the Company's Registration Statement on Form
        S-3 (File No. 333-75377) under the Securities Act of
        1933, as amended, filed with the Securities and Exchange
        Commission on March 31, 1999)

 4.2    Amended and Restated Directors Stock Option Plan
        (incorporated by reference to the exhibit contained in
        the Definitive Proxy Statement, in connection with the
        Annual Meeting of Stockholders, Held March 31, 2000)

 5.1    Opinion of Vedder, Price, Kaufman & Kammholz, P.C.*

23.1    Consent of Lazar, Levine & Felix, LLP.*

23.2    Consent of Vedder, Price, Kaufman & Kammholz, P.C.
        (included in Exhibit 5.1).

*  Filed herewith.