<PAGE>  1
       As filed with the Securities and Exchange Commission on June 27, 1995
                               Registration No. 33-_________
____________________________________________________________________________

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549
                                 _______________
                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                                 _______________
                                        
                                   PAGES, INC.
             (Exact name of registrant as specified in its charter)
                                 _______________
                                        
          Delaware                                34-1297143
(State or other jurisdiction of           (I.R.S. Employer Identification No.)
incorporation or organization)
      


     801 94th Avenue No.
     St. Petersburg, Florida                                            33702
     (Address of principal executive offices)                         (Zip Code)
                                   PAGES, INC.
                   STOCK OPTIONS GRANTED TO EMPLOYEES PURSUANT
                        TO WRITTEN COMPENSATION CONTRACTS
                            (Full title of the plan)
                                 _______________
                                        
                               RICHARD A. STIMMEL
                                    President
                                   Pages, Inc.
                               801 94th Avenue No.
                          St. Petersburg, Florida 33702
                                 (813) 578-3300
            (Name, address and telephone number of agent for service)
                                 _______________
                                        
                                    Copies to
                           Philip M. Shasteen, Esquire
               Johnson, Blakely, Pope, Bokor, Ruppel & Burns, P.A.
                       100 North Tampa Street, Suite 1800
                              Tampa, Florida  33602
                                 _______________
<TABLE>
<CAPTION>                                        
                         Calculation Of Registration Fees
<S>            <C>             <C>           <C>          <C>
   Title of                    Proposed       Proposed      Amount of
  Securities   Amount to be     Maximum       Maximum     Registration
    to be       Registered1    Offering      Aggregate         Fee
  Registered                   Price Per      Offering
                                Share2         Price2
Common   Stock   2,014,532      $11.00       $3,078,849      $1,064
$.01 par value
</TABLE>
1In  addition,  Pursuant to Rule 416(c) under the Securities Act of  1933,  this
Registration  Statement also covers additional shares of $.01 par  value  Common
Stock  which  become  issuable  by reason of any stock  dividend,  stock  split,
recapitalization   or  any  other  similar  transaction   without   receipt   of
consideration which results in an increase in the number of shares outstanding.

2Estimated  solely for the purpose of computing the amount of  the  registration
fee  under  Rule 457(h)(1), based on the price at which the options to  purchase
1,974,157  shares  of  Common Stock may be exercised and the  closing  price  of
40,375 shares of the Registrant's Common Stock on the NASDAQ National Market  on
June 20, 1995, as reported in the Wall Street Journal.
<PAGE>  2
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

      The Reoffer Prospectus contains the information required by Part I of Form
S-3  with  respect  to reoffers and resales of shares of Common  Stock  acquired
pursuant  to the exercise of options granted by the Company pursuant to  written
compensation contracts.

      The  information required by Items 1 and 2 of Part I of Form S-8  are  not
filed with the Commission as permitted by the note to Part 1 of Form S-8.


                               REOFFER PROSPECTUS


     The material which follows, up to but not including the page beginning Part
II of this Registration Statement, constitutes a prospectus, prepared on Form S-
3,  in  accordance  with  General Instruction C to  Form  S-8,  to  be  used  in
connection with resales by affiliates of the Registrant, as defined in Rule 405,
of  Common  Stock  acquired upon the exercise of stock options  granted  to  the
Company's  employees pursuant to written compensation contracts and  resales  of
restricted  Common  Stock  acquired pursuant to the exercise  of  stock  options
granted to the Company's employees pursuant to written compensation contracts.
<PAGE>  3

                                                              REOFFER PROSPECTUS



                                2,014,532 SHARES
                                  COMMON STOCK
                                ($.01 Par Value)
                                        
                                        
                                   PAGES, INC.

                            ________________________


      This  Reoffer Prospectus ("Prospectus") relates to the offering by  Pages,
Inc.  (the  "Company") and the subsequent resale by the individuals named  under
"Selling  Stockholders" of up to 2,014,157 shares of the Company's common  stock
$.01  par  value  (the "Common Stock"), purchasable pursuant to  written  option
agreements  (the  "Option Agreements") and 40,375 shares of Common  Stock  which
have been issued pursuant to the exercise of Option Agreements.  As of June  23,
1995,  1,974,157  shares of Common Stock were subject to Option  Agreements  and
40,375  shares  of  common stock had been issued pursuant  to  the  exercise  of
options  granted under the Option Agreements.  The Company will not receive  any
proceeds from the sale of such shares.
                            ________________________

      Investment  in  the  shares  involves  material  risks.   See  "Investment
Considerations."
                            ________________________

      THESE  SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE  SECURITIES
AND  EXCHANGE  COMMISSION NOR HAS THE COMMISSION PASSED  UPON  THE  ACCURACY  OR
ADEQUACY  OF THIS PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY IS A  CRIMINAL
OFFENSE.
                            ________________________

       No  person  is  authorized  to  give  any  information  or  to  make  any
representation  not contained in this Prospectus in connection  with  the  offer
made hereby, and, if given or made, such information or representation must  not
be  relied upon as having been authorized by the Company.  The delivery of  this
Prospectus at any time does not imply that the information herein is correct  as
of the time subsequent to the date hereof.  The expenses of preparing and filing
the Registration Statement of which this Prospectus is a part are being borne by
the Company.

                            ________________________
                                        
                                        
                  The date of this Prospectus is June 26, 1995
<PAGE>  4
                              AVAILABLE INFORMATION

      The Company is subject to the informational requirements of the Securities
Exchange  Act of 1934 (the "Exchange Act"), including Sections 14(a)  and  14(c)
relating to proxy and information statements, and in accordance therewith  files
reports  and  other  information  with the Securities  and  Exchange  Commission
("Commission").   Reports and other information filed  by  the  Company  can  be
inspected  and  copied  at  the public reference facilities  maintained  by  the
Commission  at  450 Fifth Street N.W., Room 1024, Washington, D.C.,  20549;  500
West  Madison  Street, Suite 1400, Chicago, Illinois, 60661; and 7  World  Trade
Center, Suite 1300, New York, New York, 10048.  Copies of such material  can  be
obtained  from the Public Reference Section of the Commission, 450 Fifth  Street
N.W.,  Washington, D.C., 20549 at prescribed rates.  The Company's Common  Stock
is  traded  on  the  NASDAQ  National Market under  the  NASDAQ  symbol  "PAGZ."
Reports,  proxy  and  information statements may  be  inspected  at  the  NASDAQ
offices, 1735 K Street Northwest, Washington, D.C., 20006.

      The  Company  furnishes annual reports to its shareholders  which  include
audited  financial  statements.   The Company may  furnish  quarterly  financial
statements  to  shareholders and such other reports as may be  authorized,  from
time to time, by the Board of Directors.

                     INCORPORATION OF DOCUMENTS BY REFERENCE

      Certain  documents have been incorporated by reference into the  Company's
Section  10(a) prospectus, either in whole or in part, in this Prospectus.   The
Company  will provide without charge (i) to each person to whom a Prospectus  is
delivered, upon written or oral request of such person, a copy of any and all of
the  information that has been incorporated by reference (not including exhibits
to  the  information  unless  such  exhibits are  specifically  incorporated  by
reference into the information), and (ii) documents and information required  to
be  delivered to the Company's employees pursuant to Rule 428(b).  Requests  for
such  information shall be addressed to the Company at 801 94th Avenue No.,  St.
Petersburg, Florida 33702, telephone (813) 578-3300.

     The following documents are incorporated by reference into this Prospectus:
the  Company's Annual Report on Form 10-K for the year ended December 31,  1994,
filed  pursuant  to  Section 13(a) or 15(d) of the Exchange Act;  the  Company's
Quarterly  Report  on  Form  10-Q for the period ended  March  31,  1995,  filed
pursuant  to  Section  13(a) of the Exchange Act; and  the  description  of  the
Company's Common Stock which is contained in the Registration Statement on  Form
8-A  filed  by the Company to register such securities under Section 12  of  the
Exchange  Act.   All  documents subsequently filed by the  Company  pursuant  to
Sections  13(a),  13(c),  14,  or  15(d) of  the  Exchange  Act,  prior  to  the
termination  of  the offering, shall be deemed to be incorporated  by  reference
into this Prospectus.
<PAGE>  5
                                  INTRODUCTION

      Operating  principally  through wholly-owned   subsidiaries,  the  Company
engages  in  the leisure - based children's literature and incentive/recognition
awards businesses.  School Book Fairs, Inc. (together with related subsidiaries,
"School  Book  Fairs"),  which  the  Company acquired  in  1992,  publishes  and
distributes  children's literature throughout the United States,  Canada  (other
than  Quebec),  the  United  Kingdom  and  Ireland.   The  Company's  children's
literature  segment accounted for 68% of the Company's revenues in 1994.   Clyde
A.  Short  Company ("CA Short"), which the  Company acquired in  1990,  creates,
markets,  and  administers  safety, sales incentive,  service  recognition,  and
holiday  gift  awards programs for businesses.  The Company markets  its  awards
programs   throughout  the  United  States;  however,  its  customer   base   is
concentrated    in    the   Southeastern   United   States.     The    Company's
incentive/recognition award segment accounted for 32% of the Company's  revenues
in 1994.

      The  Company's principal executive offices are located at 801 94th  Avenue
No.,  St. Petersburg, Florida 33702, and its telephone number is (813) 578-3300.
The  Company's  Common Stock is traded on the NASDAQ National Market  under  the
symbol "PAGZ."

                            INVESTMENT CONSIDERATIONS

      Prospective  investors  should consider carefully the  following  factors,
among others, in connection with an investment in the shares.

      Continuing Control of the Company by Management.  The Company's  executive
officers  and  directors  currently  own 1,136,681  shares  (or  23.54%  of  the
currently  issued and outstanding shares of Common Stock) and collectively  hold
outstanding  options to purchase an additional 1,889,657 shares of Common  Stock
(including  options  to  purchase 8,000 shares of Common  Stock  which  are  not
exercisable  within the next 60 days).  If the executive officers and  directors
would  exercise  all  of such options after the date of this  Prospectus,  their
holdings  would  represent approximately 45.04% of the  issued  and  outstanding
shares  of Common Stock.  As a result of their holdings, the Company's executive
officers  and  directors currently exert, and are likely to continue  to  exert,
significant control over the Company.

      Shares  Eligible  for Future Sale; Outstanding Options.   Offers  to  sell
substantial numbers of shares of Common Stock in the public market following the
date  of  this Prospectus could adversely affect the market price of the  Common
Stock.   The Company has outstanding 4,829,208 shares of Common Stock (exclusive
of  298,713  shares held in treasury).  In addition, the Company has outstanding
options  and a warrant to purchase 2,612,964 (of which, the 1,974,157 shares  of
Common Stock underlying Option Agreements covered by this Prospectus are a part)
and 250,000 shares of Common Stock, respectively.  Of the shares of Common Stock
that  will  be  outstanding if all shares covered by this prospectus  are  sold,
5,700,652 shares of Common Stock will be freely tradable without restriction  or
limitation under the Securities Act of 1933, as amended (the "Securities  Act").
The  Company also has in effect with the Securities and Exchange Commission (the
"Commission") a registration statement that registers 187,500 shares  of  Common
Stock  to be acquired upon exercise of options which have been or may be granted
<PAGE>  6
under  the  Company's 1993 Incentive Stock Option Plan (the "1993  Stock  Option
Plan").   As  a  result  of such registration, shares of Common  Stock  acquired
pursuant  to   the  1993  Stock Option Plan will be freely  tradable  under  the
Securities  Act except for any shares acquired by an affiliate of  the  Company.
To date, options to purchase 110,400 shares of Common Stock under the 1993 Stock
Option  Plan  are  outstanding and are held by employees of  the  Company.   The
holders  of  130,094  shares of Common Stock purchased from  the  Company  in  a
private placement have been granted registration rights.  In addition, upon  the
filing  of  the  Registration  Statement of which this  Prospectus  is  a  part,
1,974,157  of  the  shares of Common Stock underlying such  options  and  40,375
shares  of  Common  Stock previously issued pursuant to the exercise  of  Option
Agreements will be freely tradable.

     Shares Available for Issuance.  The Company has 12,529,441 shares of Common
Stock  (including  298,713  shares held in treasury)  and  300,000  undesignated
shares of Preferred Stock that will be authorized, unreserved, and available for
issuance.   The Board of Directors, without any further action by the  Company's
shareholders, is authorized to issue shares of Common Stock and to designate and
issue  shares of Preferred Stock in such series as it deems appropriate  and  to
establish  the rights, preferences, and privileges of such shares  of  Preferred
Stock,  including  dividend  and liquidation rights.   No  class  of  shares  of
Preferred  Stock  is  currently designated and  there  is  no  current  plan  to
designate or issue any shares of Preferred Stock.  However, the ability  of  the
Board  of  Directors to issue shares of Common Stock and to designate and  issue
shares  of Preferred Stock having preferential rights could impede or  deter  an
unsolicited  tender offer or takeover proposal regarding the  Company,  and  the
designation  and  issuance  of  additional  shares  of  Preferred  Stock  having
preferential rights could adversely affect the rights of the holders  of  shares
of Common Stock.

      Potential  IRS  Assessment.  During the Spring of 1993,  the  Company  was
advised  that the Internal Revenue Service ("IRS") may assess additional  income
taxes in connection with the examination of the tax returns of School Book Fairs
("SBF")  and its affiliates for the fiscal years ending July 31, 1989, 1990  and
1991.   In  June,  1993,  the Company recorded a $2 million  adjustment  to  its
purchase  price allocation of SBF assets, which increased the cost in excess  of
assets  acquired  (i.e.  goodwill), and recorded  a  corresponding  increase  in
accrued  tax  liabilities and related costs.  The IRS has notified  the  Company
that  the  significant issues being examined relate to the  transfer  of  assets
between  related companies during fiscal 1989, interest imputed on  intercompany
accounts during fiscal 1989, 1990 and 1991 and rent deductions taken on  certain
rental properties in fiscal 1989, 1990 and 1991.

     In December 1994, the IRS notified the Company of its preliminary intent to
make  adjustments to taxable income related to these issues.  If the  notice  of
proposed adjustments becomes a final assessment and the assessment is ultimately
sustained,  it  could generate a tax liability of as much as approximately  $5.2
million,  exclusive of interest and penalties.  The Company  believes  the  IRS'
position  regarding the proposed adjustments to taxable income for the value  of
assets  transferred and related impact on intercompany interest is substantially
overstated.   Accordingly, although no formal assessment has been received  from
the  IRS,  the  Company intends to vigorously defend its position  against  such
proposed adjustments, including litigation, if necessary.  The Company is unable
to  determine the ultimate outcome of this uncertainty and accordingly, has  not
<PAGE>  7
provided for any additional amounts in excess of the $2 million relating to  its
proposed assessment in its fiscal 1994 financial statements.

     Competition.  The Company's children's literature and incentive/recognition
awards businesses are highly competitive.  Many of the Company's competitors are
significantly larger and better capitalized than the Company.

      Seasonality.   The  Company's  children's literature  business  is  highly
seasonal,  with  almost  all  of its revenues recorded  between  the  months  of
September   and   May   when   most  book  fairs  are   held.    The   Company's
incentive/recognition   awards   business  is   also   highly   seasonal,   with
approximately one-half of its revenues and most of its profits recorded  in  the
months  of November through January.  As a result, the Company's working capital
requirements  are highest during November and December when the  combination  of
receivables  and  inventory  are  at  peak levels,  and  the  Company  typically
experiences losses in its second and third quarters.

      Fluctuations  of  Currency Exchange Rates.  The Company obtains  financing
primarily  in  U.S. dollars, but generates revenues and incurs expenses  in  its
Canadian  and  United Kingdom operations in foreign currencies.  Therefore,  the
Company's  operations  and  earnings  are affected  by  currency  exchange  rate
fluctuations.   While  the Company may consider entering  into  transactions  to
hedge the risk of exchange rate fluctuations, there can be no assurance that, if
the Company decides to enter into such transactions, they will be successful.

      Possible Volatility of Share Price.  The stock market in recent years  has
experienced extreme price and volume fluctuations that often have been unrelated
or  disproportionate  to  the operating performance of companies.   These  broad
fluctuations  may  adversely affect the market price of  the  shares  of  Common
Stock.

      Class  Action.   On February 28, 1995, John Minnick d/b/a Minnick  Capital
Management filed a class action suit in the United States District Court, Middle
District  of  Florida, Tampa Division on behalf of all persons who sold  Company
Common  Stock between 11:49 a.m., January 9, 1995 and January 16, 1995,  against
the  Company  and  corporate officers S. Robert Davis, Richard  A.  Stimmel  and
Charles A. Davis, alleging that those defendants violated Section 10(b)  of  the
Exchange  Act  and Rule 10b-5 thereunder by selectively disclosing only  adverse
information  while  in  possession of material non-public  positive  information
about the Company during the period between January 9 and January 16, 1995.  The
action  seeks  class certification, a judgment declaring the conduct  to  be  in
violation  of  the  law,  an award of unspecified damages  and  interest,  costs
attorneys' fees and expert witness fees and costs along with such other  further
relief  as the court deems proper or just.  The Company and the other defendants
deny any wrongdoing and intend to vigorously defend the action.

                              SELLING STOCKHOLDERS

      This  Prospectus  relates  to possible sales by directors,  officers,  and
employees  ("Selling  Stockholders") who are affiliates of  the  Company  of  an
aggregate  of  up  to 1,974,157 shares of Common Stock they may acquire  through
exercise of options granted under Option Agreements and 40,375 shares of  Common
<PAGE>  8
Stock issued by the Company prior to the date of this Prospectus pursuant to the
exercise of options granted under Option Agreements.  The price at which  shares
of  Common  Stock  may be purchased upon the exercise of options  granted  under
Option  Agreements was based on the mean between the bid and ask prices  of  the
Common  Stock on the date of grant and varies from $.80 per share to $11.00  per
share.   The  following table lists the names of the affiliates of  the  Company
eligible  to resell shares of Common Stock acquired pursuant to the exercise  of
options  granted  under the Option Agreements, and the amount  of  common  stock
available to be resold, whether or not such persons have a present intent to  do
so.   One  non-affiliate of the Company not listed in the following table  holds
375  shares  of  Common Stock issued under one of the Option  Agreements.   Such
unnamed  non-affiliate may use this Prospectus for reoffers and resales of  such
shares.   The Company will receive the proceeds from option exercises  but  will
not  receive  any  of the proceeds from the sale of the shares of  Common  Stock
covered by this Prospectus.
<TABLE>
<CAPTION>
                                      
                                         Amount of       Beneficial Ownership 
                       Beneficial      Common Stock         After Sale(3)
                     Ownership Prior  Available to be      Number        %of
Name                  to Offering(1)     Resold(2)       of Shares    Class(4)

<S>                        <C>              <C>             <C>        <C>
                   
S. Robert Davis,           1,276,572(5)     577,057(6)      699,515    12.94%
 Chairman
Richard A. Stimmel,          838,159(7)     733,307         104,852     1.88%
 President,
 Treasurer,
 and Director
Charles R. Davis,            641,348(8)     581,168          60,180     1.11%
 Executive Vice
 President,
 Secretary,
 and Director
Randall J. Asmo,              37,625         28,125           9,500         *
 Vice President

</TABLE>
__________
*Less than 1%

(1)  Represents  sole  voting and investment power unless  otherwise  indicated.
Beneficial  Ownership  prior  to  offering includes  all  currently  outstanding
options,  whether presently exercisable or to become exercisable  from  time  to
time  in  the  future except that in accordance with Rule 13(d)-3(d) promulgated
under  the Exchange Act, each Selling Stockholder disclaims beneficial ownership
of  all shares which such Selling Stockholder does not have the right to acquire
within  60  days after the date of this Prospectus.  All options  granted  under
Option Agreements are presently exercisable.

(2)  Assumes  the  exercise of all currently outstanding options  granted  under
Option Agreements.

(3)  Assumes  the  sale  of all shares of Common Stock issued  pursuant  to  the
exercise  of options granted under Option Agreements and available to be  resold
hereunder.
<PAGE>  9

(4)  Based on 4,829,208 shares of Common Stock outstanding as of June 23,  1995,
plus,  as  to each person listed, that portion of the unissued shares of  Common
Stock subject to outstanding options which may be exercised by such person.

(5)  Includes  11,000  shares owned by Mr. Davis' wife as  to  which  Mr.  Davis
disclaims  beneficial ownership and includes 537,057 shares of  unissued  Common
Stock  and 40,000 shares of Common Stock covered by this Prospectus.   Does  not
include Common Stock owned by American Home Building Corporation as to which Mr.
Davis could be deemed to have beneficial ownership.  See Note (8).

(6)  Includes 40,000 shares of restricted Common Stock issued to Mr. Davis  upon
his exercise of Option Agreements.

(7) Includes 733,307 shares of unissued Common Stock covered by this Prospectus.
Does not include Common Stock owned by American Home Building Corporation as  to
which Mr. Stimmel could be deemed to have beneficial ownership.  See Note (8).

(8)  Includes 781 shares owned by Mr. Davis' wife and 3,874 shares owned by  Mr.
Davis'  children  as  to  which  Mr. Davis disclaims  beneficial  ownership  and
includes  581,168  shares of unissued Common Stock covered by  this  Prospectus.
Does not include Common Shares owned by American Home Building Corporation as to
which  Mr.  Davis could be deemed to have beneficial ownership.   American  Home
Building Corporation is a private corporation owned equally by S. Robert  Davis,
Charles  R.  Davis, and Richard A. Stimmel.  Therefore, 54,687  of  the  164,062
shares  of  Common  Stock owned by American Home Building Corporation  could  be
attributed to each of Messrs. Davis, Davis, and Stimmel.  Accordingly, S. Robert
Davis  could be deemed the beneficial owner of 1,331,259 shares of Common Stock,
Richard  A.  Stimmel could be deemed the beneficial owner of 892,846  shares  of
Common  Stock,  and  Charles R. Davis could be deemed the  beneficial  owner  of
696,035 shares of Common Stock.

                                 METHOD OF SALE

      Sales  of the Shares offered by this Prospectus will be made on the NASDAQ
National Market, where the Company's Common Stock is listed for trading,  or  in
other  markets where the Company's Common Stock may be traded, or in  negotiated
transactions.   Sales will be at prices determined when the  sales  take  place.
Sales   may   involve  payment  of  normal  brokers'  commissions   by   Selling
Stockholders.  Sales to dealers are expected to be at the normal dealer's market
price.   Such brokers or dealers may be deemed to be "underwriters"  within  the
meaning  of  the  Securities  Act  in  connection  with  such  sales  and  their
commissions or discounts and other compensation may be regarded as underwriters'
compensation.  There is no present plan of distribution.

      The Selling Stockholders will pay all applicable stock transfer taxes  and
brokerage commissions, discounts, fees and expenses applicable to their sale  of
Shares.   The Company has or will bear the expenses of the registration  of  the
shares  with the Commission, including the filing and registration fees and  the
Company's accounting and legal fees in connection therewith.
<PAGE>  10
                     SEC POSITION REGARDING INDEMNIFICATION

      The Company's Certificate of Incorporation provides for indemnification of
officers and directors, among other things, in instances in which they acted  in
good faith and in a manner they reasonably believed to be in, or not opposed to,
the  best  interests  of  the Company and in which,  with  respect  to  criminal
proceedings, they had no reasonable cause to believe their conduct was unlawful.

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

                                     EXPERTS

The consolidated financial statements and schedule of the Company as of December
31, 1994 and for the year then ended, incorporated by reference in this
Prospectus and elsewhere in the Registration Statement from the Company's Annual
Report on Form 10-K for the year ended December 31, 1994, have been audited by
Deloitte & Touche LLP, independent auditors, as set forth in their report
included therein and incorporated herein by reference (which report expresses an
unqualified opinion and includes an explanatory paragraph referring to a
potential income tax assessment by the Internal Revenue Service), and have been
incorporated by reference in reliance upon the report of such firm given upon
their authority as experts in accounting and auditing.

The consolidated financial statements and schedule of the Company, except for
the combined financial statements of Great British Book Fairs Inc. and School
Book Fairs Limited, wholly-owned subsidiaries as of December 31, 1993 and for
the year then ended and the ten months ended December 31, 1992, incorporated by
reference in this Prospectus and elsewhere in the Registration Statement from
the Company's Annual Report on Form 10-K for the year ended December 31, 1994
have been audited by Hausser + Taylor, independent accountants, as set forth in
their report included therein and incorporated herein by reference, and have
been incorporated by reference in reliance upon the report of such firm given
upon their authority as experts in accounting and auditing.

The combined financial statements of Great British Book Fairs Inc. and School
Book Fairs Limited, wholly-owned subsidiaries of the Company as of December 31,
1993 and for the year then ended and the period from May 20, 1992 to December
31, 1992, not separately incorporated by reference in this Prospectus and
elsewhere in the Registration Statement but used in the preparation of the
Company's consolidated financial statements and the combined financial
statements of School Book Fairs, Inc. and affiliates, have been audited by
Arthur Andersen, independent chartered accountants, as set forth in their report
included therein and incorporated herein by reference, and have been
incorporated by reference in reliance upon the report of such firms given upon
their authority as experts in accounting and auditing.


<PAGE>  11
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

      The  Registrant  hereby  incorporates by reference  in  this  Registration
Statement  the  following  documents previously filed with  the  Securities  and
Exchange Commission:

      (a)   The  Registrant's  Annual Report on Form 10-K  for  the  year  ended
December 31, 1994, filed pursuant to Section 13(a) or 15(d) of the Exchange Act;

      (b)   The Registrant's Quarterly Report on Form 10-Q for the period  ended
March 31, 1995, filed pursuant to Section 13(a) of the Exchange Act;

      (c)  The description of the Registrant's Common Stock which is included in
Registrant's  Registration Statement on Form 8-A, filed with the Securities  and
Exchange Commission pursuant to Section 12 of the Exchange Act; and

     (d)  All other reports filed by the Registrant pursuant to Section 13(a) or
15(d) of the Exchange Act  since the end of the Registrant's fiscal year covered
by  the  registrant's Annual Report on Form 10K for the year ended December  31,
1994.

      All  reports and definitive proxy or information statements filed  by  the
Registrant  pursuant to Section 13(a), 13(c), 14, or 15(d) of the  Exchange  Act
after the date of this Registration Statement and prior to the filing of a post-
effective amendment which indicates that all securities offered hereby have been
sold  or  which deregisters all securities then remaining unsold at the time  of
such  amendment  will  be  deemed  to be incorporated  by  reference  into  this
Registration Statement and to be a part hereof from the date of filing  of  such
documents.

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

Item 4.   Description of Securities.

     Not Applicable.

Item 5.   Interests of Named Experts and Counsel.

     Not Applicable.
<PAGE>  12

Item 6.   Indemnification of Directors and Officers.

      Section 145 of the Delaware General Corporation law provides, inter  alia,
that  under  specified  circumstances a corporation  shall  have  the  power  to
indemnify any person who is a party or is threatened to be made a party  to  any
threatened, pending, or completed action, suit, or proceeding by reason  of  the
fact  that such person is or was a director, officer, employee or agent  of  the
corporation,   against   expenses,  attorneys'  fees,   judgments,   fines   and
settlements.   Article  X  of  the  Registrant's  Certificate  of  Incorporation
provides that the Registrant shall indemnify any director, officer, employee  or
agent of the Registrant to the fullest extent authorized by the Delaware General
Corporation  law, as the same exists or may thereafter be amended,  against  all
expense,  liability and loss reasonably incurred or suffered by such  person  in
connection therewith.  In addition, consistent with Section 102 of the  Delaware
General  Corporation  law, the Registrant's Certificate of Incorporation  limits
the  personal liability of the Registrant's directors to the Registrant  or  its
stockholders for monetary damages for certain breaches of fiduciary  duty.   The
Registrant  maintains  director  and officer  liability  insurance  which  would
provide coverage against certain securities law liabilities.

Item 7.   Exemption from Registration Claimed.

      This  Registration Statement includes a total of 40,375 shares  of  Common
Stock  issued  to  two  employees upon their exercise of options  granted  under
Option Agreements.  Such shares were issued in reliance upon Section 4(2) of the
Securities Act.

Item 8.   Exhibits.

     Reference is made to the Exhibit Index.

Item 9.   Undertakings.

      (a)  The 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;  and
(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
plan.

      (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 Section  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
<PAGE>  13
offered herein, 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 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 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.
<PAGE>  14
                                   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 St. Petersburg, State of Florida, on this 26th day of
June, 1995.



                                   PAGES, INC.


                                   By:  /s/ Richard A. Stimmel
                                        Richard A. Stimmel, President


Pursuant  to  the requirements of the Securities Act of 1933, this  Registration
Statement has been signed by the following persons in the capacities on June 26,
1995.

Signature                          Title


/s/ S. Robert Davis*______         Chairman of the Board, Assistant Secretary,
S. Robert Davis                    and Director


/s/ Richard A. Stimmel____         President, Treasurer, and Director (Principal
Richard A. Stimmel                 Executive and Financial and Accounting
                                   Officer)


Charles R. Davis*_________         Executive Vice President, Secretary, and
Charles R. Davis                   Director


/s/ Juan Sotos, M.D.*_____         Director
Juan Sotos, M.D.


/s/ Robert Tierney*_______         Director
Robert Tierney

                    *By: /s/ Richard A. Stimmel
                       Richard A. Stimmel
                       (Attorney in Fact)
<PAGE>  15
                                  EXHIBIT INDEX

Exhibit No.    Exhibit

   4.1         Certificate of Incorporation of the Company dated October 5,
               1994.1

   4.2         Bylaws of the Company.1

   5           Opinion of Johnson, Blakely, Pope, Bokor, Ruppel & Burns, P.A.
               (including Consent).

   15          Not applicable.

   23.1        Consent of Deloitte & Touche, LLP.

   23.2        Consent of Hausser + Taylor, independent certified  public
               accountants.

   23.3        Consent of Arthur Andersen.

   23.4        Consent  of  Johnson Blakely Pope Bokor  Ruppel  &  Burns,
               P.A.(included in Exhibit 5.)

   24          Power of Attorney.

   28          Not applicable.

   Additional Exhibits

   99.1        Form of typical Written Compensation Contract


1Incorporated by reference to the Company's Annual Report on Form 10-K  for  the
fiscal  year  ended December 31, 1994, File Number 0-10475, filed in Washington,
D.C.
<PAGE>  16
                                        
                                                           FILE NO. 33869.92359

                                  June 26, 1995



Pages, Inc.
801 94th Avenue North
St. Petersburg, FL  33702

     Re:  Pages, Inc. - Registration Statement on Form S-8

Gentlemen:

      We  have  acted  as  counsel to Pages, Inc., a Delaware  corporation  (the
"Company")  in  connection  with the preparation and filing  of  a  Registration
Statement  (the "Registration Statement") on Form S-8 covering the  issuance  by
the Company of shares of Common Stock pursuant to written compensation contracts
and  the  reoffer and resale of such shares, filed on June 26,  1995,  with  the
Securities and Exchange Commission (the "Commission") pursuant to the Securities
Act of 1933 (the "Act").

      In  rendering the opinion expressed herein, we have examined the following
documents and instruments:

       1.   The  Registration Statement, the exhibits filed or to  be  filed  in
connection therewith, and the form of Reoffer Prospectus contained therein;

      2.  The Company's Certificate of Incorporation;

      3.  The Company's Bylaws, as amended; and

      4.  Samples of the written compensation contracts referred to above.

<PAGE>  17
      In  addition, we have obtained from public officials and from officers  of
the Company and examined originals or copies, identified to our satisfaction, of
such  other  certificates,  agreements, and other assurances  as  we  considered
necessary for the purposes of rendering the opinion hereinafter expressed.

      We have also consulted with officers and directors of the Company and have
obtained such representations with respect to matters of fact as we have  deemed
necessary  or  advisable  for  purposes of  rendering  the  opinion  hereinafter
expressed; we have not necessarily independently verified the factual statements
made  to  us  in connection therewith, nor the veracity of such representations,
but we have no reason to doubt their truth or accuracy.

      Based on the foregoing, it is our opinion that:

      After  the  Registration Statement is effective and  when  the  applicable
provisions  of  the "blue sky" or other state securities laws  shall  have  been
complied  with, the Company's securities covered by the Registration  Statement,
when issued and sold in accordance with the terms of the Registration Statement,
upon  receipt of payment therefor, will constitute legally issued securities  of
the Company, fully paid and nonassessable.

      We  hereby  consent  to  the use of this opinion  as  an  exhibit  to  the
Registration  Statement and to the reference of this law  firm  in  the  Reoffer
Prospectus under the heading "Legal Matters."  In giving this consent, we do not
hereby  admit that we are in the category of persons whose consent  is  required
under  Section  7  of  the Act or the rules and regulations  of  the  Commission
promulgated thereunder.

                                   Very truly yours,



                                   JOHNSON, BLAKELY, POPE,
                                   BOKOR, RUPPEL & BURNS, P.A.

PMS/mda
24702
<PAGE> 18
INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in the Registration Statement of
PAGES, Inc. on Form S-8 of our report dated March 29, 1995 (which includes an
explanatory paragraph referring to a potential income tax assessment by the
Internal Revenue Service), appearing in the Annual Report on Form 10-K of
PAGES, Inc. for the year ended December 31, 1994 and to the reference to us
under the heading "Experts" in the Prospectus, which is part of such
Registration Statement.
                            Deloitte & Touche

                                    

Tampa, FL
June 26, 1995


                               EXHIBIT 23.1
<PAGE>  19
CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the incorporation by reference in the Registration Statement on
Form S-8 pertaining to the registration of common shares related to stock
options granted to certain employees of Pages, Inc. and in the related
Prospectus of our report dated March 25, 1994 with respect to the consolidated
financial statements and schedule of Pages, Inc. as of December 31, 1993 and
for the year ended December 31, 1993 and the ten months ended December 31,
1992 incorporated by reference in the Prospectus and elsewhere in the
Registration Statement from the Pages, Inc. Annual Report on Form 10-K for the
year ended December 31, 1994.  We also consent to the reference to our Firm
under the heading "Experts" in the Prospectus.


                                    HAUSSER + TAYLOR

Columbus, Ohio
June 22, 1995



                                    EXHIBIT 23.2
<PAGE>  20
CONSENT OF INDEPENDENT CHARTERED ACCOUNTANTS


To the Board of Pages, Inc.

As independent chartered accountants, we hereby consent to the inclusion by
reference to our report dated 23 March 1994 on our audit of the combined
financial statements of Great British Book Fairs, Inc., and School Book Fairs
Limited for the year ended 31 December 1993, and the period from 20 May 1992 to
31 December 1992, which were consolidated into the financial statements of
Pages, Inc., which report is incorporated by reference in the Pages, Inc.,
Annual Report on Form 10-K referred to in the Registration Statement of Form S-8
pertaining to the registration of common shares by Pages, Inc., and in the
related Reoffer Prospectus, which is a part of the Registration Statement.

We also consent to the reference to our firm under the heading "Experts" in the
Prospectus.

Arthur Anderson
Chartered Accountants and Registered Auditors

1 Surrey Street
London
WC2R 2PS


21 June 1995

                         EXHIBIT 23.3
<PAGE>  21
                           ISSUER'S POWER OF ATTORNEY

      We, the undersigned directors and officers of PAGES, INC. ("the Company"),
and each of us do hereby constitute and appoint Richard A. Stimmel and S. Robert
Davis,  or  either of them, our true and lawful attorneys and agents to  sign  a
Registration Statement on Form S-8 to be filed with the Securities and  Exchange
Commission,  and to do any and all acts and things and to execute  any  and  all
instruments  for  us and in our names in the capacities indicated  below,  which
said  attorneys and agents may deem necessary or advisable to enable the Company
to  comply  with  the  Securities  Act of  1933,  as  amended,  and  any  rules,
regulations,  and  requirements of the Securities and  Exchange  Commission,  in
connection with such Registration Statement, including specifically, but without
limitation, power and authority to sign for us or any of us in our names and  in
the capacities indicated below, any and all amendments (including post-effective
amendments)  thereto;  and we do hereby ratify and confirm  all  that  the  said
attorneys  and  agents shall do or cause to be done by virtue of this  power  of
attorney.

      Executed below by the following persons in the capacities and on the dates
indicated:

Signature                     Title                    Date

/S/ S. ROBERT DAVIS
__________________________    Chairman of the Board    June 26, 1995
S. Robert Davis               of Directors (Principal
                              Executive Officer),
                              Director

/S/ RICHARD A. STIMMEL
__________________________    President,  Treasurer,   June  26,1995
Richard A. Stimmel            and Director (Principal
                              Financial Officer and
                              Principal Accounting
                              Officer)

/S/ CHARLES R. DAVIS
__________________________    Director                 June 26, 1995
Charles R. Davis

/S/ JUAN F. SOTOS, M.D.
__________________________    Director                 June 26, 1995
Juan F. Sotos, M.D.

/S/ ROBERT J . TIERNERY
__________________________    Director                 June 26, 1995
Robert J. Tierney


0011086.01
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 48438}]
{"company-data": {"conformed-name": "PAGES INC /OH/", "cik": "0000354564", "assigned-sic": "5190", "irs-number": "341297143", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-60613", "film-number": "95549593"}, "business-address": {"street1": "801 94TH AVE NORTH", "city": "ST PETERSBURG", "state": "FL", "zip": "33702", "phone": "8135783300"}, "mail-address": {"street1": "801 94TH AVENUE NORTH", "city": "ST PETERSBURG", "state": "FL", "zip": "33702"}, "former-company": [{"former-conformed-name": "SHORT C A INTERNATIONAL INC", "date-changed": "19920703"}, {"former-conformed-name": "FIRST NATIONAL CORP /OH/", "date-changed": "19900715"}, {"former-conformed-name": "BIG BITE INC", "date-changed": "19850506"}]}
1
       As filed with the Securities and Exchange Commission on June 27, 1995
                               Registration No. 33-_________
____________________________________________________________________________

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549
                                 _______________
                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                                 _______________
                                        
                                   PAGES, INC.
             (Exact name of registrant as specified in its charter)
                                 _______________
                                        
          Delaware                                34-1297143
(State or other jurisdiction of           (I.R.S. Employer Identification No.)
incorporation or organization)
      

     801 94th Avenue No.
     St. Petersburg, Florida                                            33702
     (Address of principal executive offices)                         (Zip Code)
                                   PAGES, INC.
                   STOCK OPTIONS GRANTED TO EMPLOYEES PURSUANT
                        TO WRITTEN COMPENSATION CONTRACTS
                            (Full title of the plan)
                                 _______________
                                        
                               RICHARD A. STIMMEL
                                    President
                                   Pages, Inc.
                               801 94th Avenue No.
                          St. Petersburg, Florida 33702
                                 (813) 578-3300
            (Name, address and telephone number of agent for service)
                                 _______________
                                        
                                    Copies to
                           Philip M. Shasteen, Esquire
               Johnson, Blakely, Pope, Bokor, Ruppel & Burns, P.A.
                       100 North Tampa Street, Suite 1800
                              Tampa, Florida  33602
                                 _______________
Calculation Of Registration Fees
Title of                    Proposed       Proposed      Amount of
  Securities   Amount to be     Maximum       Maximum     Registration
    to be       Registered1    Offering      Aggregate         Fee
  Registered                   Price Per      Offering
                                Share2         Price2
Common   Stock   2,014,532      $11.00       $3,078,849      $1,064
$.01 par value
1In  addition,  Pursuant to Rule 416(c) under the Securities Act of  1933,  this
Registration  Statement also covers additional shares of $.01 par  value  Common
Stock  which  become  issuable  by reason of any stock  dividend,  stock  split,
recapitalization   or  any  other  similar  transaction   without   receipt   of
consideration which results in an increase in the number of shares outstanding.

2Estimated  solely for the purpose of computing the amount of  the  registration
fee  under  Rule 457(h)(1), based on the price at which the options to  purchase
1,974,157  shares  of  Common Stock may be exercised and the  closing  price  of
40,375 shares of the Registrant's Common Stock on the NASDAQ National Market  on
June 20, 1995, as reported in the Wall Street Journal.
2
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

      The Reoffer Prospectus contains the information required by Part I of Form
S-3  with  respect  to reoffers and resales of shares of Common  Stock  acquired
pursuant  to the exercise of options granted by the Company pursuant to  written
compensation contracts.

      The  information required by Items 1 and 2 of Part I of Form S-8  are  not
filed with the Commission as permitted by the note to Part 1 of Form S-8.

                               REOFFER PROSPECTUS

     The material which follows, up to but not including the page beginning Part
II of this Registration Statement, constitutes a prospectus, prepared on Form S-
3,  in  accordance  with  General Instruction C to  Form  S-8,  to  be  used  in
connection with resales by affiliates of the Registrant, as defined in Rule 405,
of  Common  Stock  acquired upon the exercise of stock options  granted  to  the
Company's  employees pursuant to written compensation contracts and  resales  of
restricted  Common  Stock  acquired pursuant to the exercise  of  stock  options
granted to the Company's employees pursuant to written compensation contracts.
3

                                                              REOFFER PROSPECTUS

                                2,014,532 SHARES
                                  COMMON STOCK
                                ($.01 Par Value)
                                        
                                        
                                   PAGES, INC.

                            ________________________

      This  Reoffer Prospectus ("Prospectus") relates to the offering by  Pages,
Inc.  (the  "Company") and the subsequent resale by the individuals named  under
"Selling  Stockholders" of up to 2,014,157 shares of the Company's common  stock
$.01  par  value  (the "Common Stock"), purchasable pursuant to  written  option
agreements  (the  "Option Agreements") and 40,375 shares of Common  Stock  which
have been issued pursuant to the exercise of Option Agreements.  As of June  23,
1995,  1,974,157  shares of Common Stock were subject to Option  Agreements  and
40,375  shares  of  common stock had been issued pursuant  to  the  exercise  of
options  granted under the Option Agreements.  The Company will not receive  any
proceeds from the sale of such shares.
                            ________________________

      Investment  in  the  shares  involves  material  risks.   See  "Investment
Considerations."
                            ________________________

      THESE  SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE  SECURITIES
AND  EXCHANGE  COMMISSION NOR HAS THE COMMISSION PASSED  UPON  THE  ACCURACY  OR
ADEQUACY  OF THIS PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY IS A  CRIMINAL
OFFENSE.
                            ________________________

       No  person  is  authorized  to  give  any  information  or  to  make  any
representation  not contained in this Prospectus in connection  with  the  offer
made hereby, and, if given or made, such information or representation must  not
be  relied upon as having been authorized by the Company.  The delivery of  this
Prospectus at any time does not imply that the information herein is correct  as
of the time subsequent to the date hereof.  The expenses of preparing and filing
the Registration Statement of which this Prospectus is a part are being borne by
the Company.

                            ________________________
                                        
                                        
                  The date of this Prospectus is June 26, 1995
4
                              AVAILABLE INFORMATION

      The Company is subject to the informational requirements of the Securities
Exchange  Act of 1934 (the "Exchange Act"), including Sections 14(a)  and  14(c)
relating to proxy and information statements, and in accordance therewith  files
reports  and  other  information  with the Securities  and  Exchange  Commission
("Commission").   Reports and other information filed  by  the  Company  can  be
inspected  and  copied  at  the public reference facilities  maintained  by  the
Commission  at  450 Fifth Street N.W., Room 1024, Washington, D.C.,  20549;  500
West  Madison  Street, Suite 1400, Chicago, Illinois, 60661; and 7  World  Trade
Center, Suite 1300, New York, New York, 10048.  Copies of such material  can  be
obtained  from the Public Reference Section of the Commission, 450 Fifth  Street
N.W.,  Washington, D.C., 20549 at prescribed rates.  The Company's Common  Stock
is  traded  on  the  NASDAQ  National Market under  the  NASDAQ  symbol  "PAGZ."
Reports,  proxy  and  information statements may  be  inspected  at  the  NASDAQ
offices, 1735 K Street Northwest, Washington, D.C., 20006.

      The  Company  furnishes annual reports to its shareholders  which  include
audited  financial  statements.   The Company may  furnish  quarterly  financial
statements  to  shareholders and such other reports as may be  authorized,  from
time to time, by the Board of Directors.

                     INCORPORATION OF DOCUMENTS BY REFERENCE

      Certain  documents have been incorporated by reference into the  Company's
Section  10(a) prospectus, either in whole or in part, in this Prospectus.   The
Company  will provide without charge (i) to each person to whom a Prospectus  is
delivered, upon written or oral request of such person, a copy of any and all of
the  information that has been incorporated by reference (not including exhibits
to  the  information  unless  such  exhibits are  specifically  incorporated  by
reference into the information), and (ii) documents and information required  to
be  delivered to the Company's employees pursuant to Rule 428(b).  Requests  for
such  information shall be addressed to the Company at 801 94th Avenue No.,  St.
Petersburg, Florida 33702, telephone (813) 578-3300.

     The following documents are incorporated by reference into this Prospectus:
the  Company's Annual Report on Form 10-K for the year ended December 31,  1994,
filed  pursuant  to  Section 13(a) or 15(d) of the Exchange Act;  the  Company's
Quarterly  Report  on  Form  10-Q for the period ended  March  31,  1995,  filed
pursuant  to  Section  13(a) of the Exchange Act; and  the  description  of  the
Company's Common Stock which is contained in the Registration Statement on  Form
8-A  filed  by the Company to register such securities under Section 12  of  the
Exchange  Act.   All  documents subsequently filed by the  Company  pursuant  to
Sections  13(a),  13(c),  14,  or  15(d) of  the  Exchange  Act,  prior  to  the
termination  of  the offering, shall be deemed to be incorporated  by  reference
into this Prospectus.
5
                                  INTRODUCTION

      Operating  principally  through wholly-owned   subsidiaries,  the  Company
engages  in  the leisure - based children's literature and incentive/recognition
awards businesses.  School Book Fairs, Inc. (together with related subsidiaries,
"School  Book  Fairs"),  which  the  Company acquired  in  1992,  publishes  and
distributes  children's literature throughout the United States,  Canada  (other
than  Quebec),  the  United  Kingdom  and  Ireland.   The  Company's  children's
literature  segment accounted for 68% of the Company's revenues in 1994.   Clyde
A.  Short  Company ("CA Short"), which the  Company acquired in  1990,  creates,
markets,  and  administers  safety, sales incentive,  service  recognition,  and
holiday  gift  awards programs for businesses.  The Company markets  its  awards
programs   throughout  the  United  States;  however,  its  customer   base   is
concentrated    in    the   Southeastern   United   States.     The    Company's
incentive/recognition award segment accounted for 32% of the Company's  revenues
in 1994.

      The  Company's principal executive offices are located at 801 94th  Avenue
No.,  St. Petersburg, Florida 33702, and its telephone number is (813) 578-3300.
The  Company's  Common Stock is traded on the NASDAQ National Market  under  the
symbol "PAGZ."

                            INVESTMENT CONSIDERATIONS

      Prospective  investors  should consider carefully the  following  factors,
among others, in connection with an investment in the shares.

      Continuing Control of the Company by Management.  The Company's  executive
officers  and  directors  currently  own 1,136,681  shares  (or  23.54%  of  the
currently  issued and outstanding shares of Common Stock) and collectively  hold
outstanding  options to purchase an additional 1,889,657 shares of Common  Stock
(including  options  to  purchase 8,000 shares of Common  Stock  which  are  not
exercisable  within the next 60 days).  If the executive officers and  directors
would  exercise  all  of such options after the date of this  Prospectus,  their
holdings  would  represent approximately 45.04% of the  issued  and  outstanding
shares  of Common Stock.  As a result of their holdings, the Company's executive
officers  and  directors currently exert, and are likely to continue  to  exert,
significant control over the Company.

      Shares  Eligible  for Future Sale; Outstanding Options.   Offers  to  sell
substantial numbers of shares of Common Stock in the public market following the
date  of  this Prospectus could adversely affect the market price of the  Common
Stock.   The Company has outstanding 4,829,208 shares of Common Stock (exclusive
of  298,713  shares held in treasury).  In addition, the Company has outstanding
options  and a warrant to purchase 2,612,964 (of which, the 1,974,157 shares  of
Common Stock underlying Option Agreements covered by this Prospectus are a part)
and 250,000 shares of Common Stock, respectively.  Of the shares of Common Stock
that  will  be  outstanding if all shares covered by this prospectus  are  sold,
5,700,652 shares of Common Stock will be freely tradable without restriction  or
limitation under the Securities Act of 1933, as amended (the "Securities  Act").
The  Company also has in effect with the Securities and Exchange Commission (the
"Commission") a registration statement that registers 187,500 shares  of  Common
Stock  to be acquired upon exercise of options which have been or may be granted
6
under  the  Company's 1993 Incentive Stock Option Plan (the "1993  Stock  Option
Plan").   As  a  result  of such registration, shares of Common  Stock  acquired
pursuant  to   the  1993  Stock Option Plan will be freely  tradable  under  the
Securities  Act except for any shares acquired by an affiliate of  the  Company.
To date, options to purchase 110,400 shares of Common Stock under the 1993 Stock
Option  Plan  are  outstanding and are held by employees of  the  Company.   The
holders  of  130,094  shares of Common Stock purchased from  the  Company  in  a
private placement have been granted registration rights.  In addition, upon  the
filing  of  the  Registration  Statement of which this  Prospectus  is  a  part,
1,974,157  of  the  shares of Common Stock underlying such  options  and  40,375
shares  of  Common  Stock previously issued pursuant to the exercise  of  Option
Agreements will be freely tradable.

     Shares Available for Issuance.  The Company has 12,529,441 shares of Common
Stock  (including  298,713  shares held in treasury)  and  300,000  undesignated
shares of Preferred Stock that will be authorized, unreserved, and available for
issuance.   The Board of Directors, without any further action by the  Company's
shareholders, is authorized to issue shares of Common Stock and to designate and
issue  shares of Preferred Stock in such series as it deems appropriate  and  to
establish  the rights, preferences, and privileges of such shares  of  Preferred
Stock,  including  dividend  and liquidation rights.   No  class  of  shares  of
Preferred  Stock  is  currently designated and  there  is  no  current  plan  to
designate or issue any shares of Preferred Stock.  However, the ability  of  the
Board  of  Directors to issue shares of Common Stock and to designate and  issue
shares  of Preferred Stock having preferential rights could impede or  deter  an
unsolicited  tender offer or takeover proposal regarding the  Company,  and  the
designation  and  issuance  of  additional  shares  of  Preferred  Stock  having
preferential rights could adversely affect the rights of the holders  of  shares
of Common Stock.

      Potential  IRS  Assessment.  During the Spring of 1993,  the  Company  was
advised  that the Internal Revenue Service ("IRS") may assess additional  income
taxes in connection with the examination of the tax returns of School Book Fairs
("SBF")  and its affiliates for the fiscal years ending July 31, 1989, 1990  and
1991.   In  June,  1993,  the Company recorded a $2 million  adjustment  to  its
purchase  price allocation of SBF assets, which increased the cost in excess  of
assets  acquired  (i.e.  goodwill), and recorded  a  corresponding  increase  in
accrued  tax  liabilities and related costs.  The IRS has notified  the  Company
that  the  significant issues being examined relate to the  transfer  of  assets
between  related companies during fiscal 1989, interest imputed on  intercompany
accounts during fiscal 1989, 1990 and 1991 and rent deductions taken on  certain
rental properties in fiscal 1989, 1990 and 1991.

     In December 1994, the IRS notified the Company of its preliminary intent to
make  adjustments to taxable income related to these issues.  If the  notice  of
proposed adjustments becomes a final assessment and the assessment is ultimately
sustained,  it  could generate a tax liability of as much as approximately  $5.2
million,  exclusive of interest and penalties.  The Company  believes  the  IRS'
position  regarding the proposed adjustments to taxable income for the value  of
assets  transferred and related impact on intercompany interest is substantially
overstated.   Accordingly, although no formal assessment has been received  from
the  IRS,  the  Company intends to vigorously defend its position  against  such
proposed adjustments, including litigation, if necessary.  The Company is unable
to  determine the ultimate outcome of this uncertainty and accordingly, has  not
7
provided for any additional amounts in excess of the $2 million relating to  its
proposed assessment in its fiscal 1994 financial statements.

     Competition.  The Company's children's literature and incentive/recognition
awards businesses are highly competitive.  Many of the Company's competitors are
significantly larger and better capitalized than the Company.

      Seasonality.   The  Company's  children's literature  business  is  highly
seasonal,  with  almost  all  of its revenues recorded  between  the  months  of
September   and   May   when   most  book  fairs  are   held.    The   Company's
incentive/recognition   awards   business  is   also   highly   seasonal,   with
approximately one-half of its revenues and most of its profits recorded  in  the
months  of November through January.  As a result, the Company's working capital
requirements  are highest during November and December when the  combination  of
receivables  and  inventory  are  at  peak levels,  and  the  Company  typically
experiences losses in its second and third quarters.

      Fluctuations  of  Currency Exchange Rates.  The Company obtains  financing
primarily  in  U.S. dollars, but generates revenues and incurs expenses  in  its
Canadian  and  United Kingdom operations in foreign currencies.  Therefore,  the
Company's  operations  and  earnings  are affected  by  currency  exchange  rate
fluctuations.   While  the Company may consider entering  into  transactions  to
hedge the risk of exchange rate fluctuations, there can be no assurance that, if
the Company decides to enter into such transactions, they will be successful.

      Possible Volatility of Share Price.  The stock market in recent years  has
experienced extreme price and volume fluctuations that often have been unrelated
or  disproportionate  to  the operating performance of companies.   These  broad
fluctuations  may  adversely affect the market price of  the  shares  of  Common
Stock.

      Class  Action.   On February 28, 1995, John Minnick d/b/a Minnick  Capital
Management filed a class action suit in the United States District Court, Middle
District  of  Florida, Tampa Division on behalf of all persons who sold  Company
Common  Stock between 11:49 a.m., January 9, 1995 and January 16, 1995,  against
the  Company  and  corporate officers S. Robert Davis, Richard  A.  Stimmel  and
Charles A. Davis, alleging that those defendants violated Section 10(b)  of  the
Exchange  Act  and Rule 10b-5 thereunder by selectively disclosing only  adverse
information  while  in  possession of material non-public  positive  information
about the Company during the period between January 9 and January 16, 1995.  The
action  seeks  class certification, a judgment declaring the conduct  to  be  in
violation  of  the  law,  an award of unspecified damages  and  interest,  costs
attorneys' fees and expert witness fees and costs along with such other  further
relief  as the court deems proper or just.  The Company and the other defendants
deny any wrongdoing and intend to vigorously defend the action.

                              SELLING STOCKHOLDERS

      This  Prospectus  relates  to possible sales by directors,  officers,  and
employees  ("Selling  Stockholders") who are affiliates of  the  Company  of  an
aggregate  of  up  to 1,974,157 shares of Common Stock they may acquire  through
exercise of options granted under Option Agreements and 40,375 shares of  Common
8
Stock issued by the Company prior to the date of this Prospectus pursuant to the
exercise of options granted under Option Agreements.  The price at which  shares
of  Common  Stock  may be purchased upon the exercise of options  granted  under
Option  Agreements was based on the mean between the bid and ask prices  of  the
Common  Stock on the date of grant and varies from $.80 per share to $11.00  per
share.   The  following table lists the names of the affiliates of  the  Company
eligible  to resell shares of Common Stock acquired pursuant to the exercise  of
options  granted  under the Option Agreements, and the amount  of  common  stock
available to be resold, whether or not such persons have a present intent to  do
so.   One  non-affiliate of the Company not listed in the following table  holds
375  shares  of  Common Stock issued under one of the Option  Agreements.   Such
unnamed  non-affiliate may use this Prospectus for reoffers and resales of  such
shares.   The Company will receive the proceeds from option exercises  but  will
not  receive  any  of the proceeds from the sale of the shares of  Common  Stock
covered by this Prospectus.
Amount of       Beneficial Ownership 
                       Beneficial      Common Stock         After Sale(3)
                     Ownership Prior  Available to be      Number        %of
Name                  to Offering(1)     Resold(2)       of Shares    Class(4)
S. Robert Davis,           1,276,572(5)     577,057(6)      699,515    12.94%
 Chairman
Richard A. Stimmel,          838,159(7)     733,307         104,852     1.88%
 President,
 Treasurer,
 and Director
Charles R. Davis,            641,348(8)     581,168          60,180     1.11%
 Executive Vice
 President,
 Secretary,
 and Director
Randall J. Asmo,              37,625         28,125           9,500         *
 Vice President
__________
*Less than 1%

(1)  Represents  sole  voting and investment power unless  otherwise  indicated.
Beneficial  Ownership  prior  to  offering includes  all  currently  outstanding
options,  whether presently exercisable or to become exercisable  from  time  to
time  in  the  future except that in accordance with Rule 13(d)-3(d) promulgated
under  the Exchange Act, each Selling Stockholder disclaims beneficial ownership
of  all shares which such Selling Stockholder does not have the right to acquire
within  60  days after the date of this Prospectus.  All options  granted  under
Option Agreements are presently exercisable.

(2)  Assumes  the  exercise of all currently outstanding options  granted  under
Option Agreements.

(3)  Assumes  the  sale  of all shares of Common Stock issued  pursuant  to  the
exercise  of options granted under Option Agreements and available to be  resold
hereunder.
9

(4)  Based on 4,829,208 shares of Common Stock outstanding as of June 23,  1995,
plus,  as  to each person listed, that portion of the unissued shares of  Common
Stock subject to outstanding options which may be exercised by such person.

(5)  Includes  11,000  shares owned by Mr. Davis' wife as  to  which  Mr.  Davis
disclaims  beneficial ownership and includes 537,057 shares of  unissued  Common
Stock  and 40,000 shares of Common Stock covered by this Prospectus.   Does  not
include Common Stock owned by American Home Building Corporation as to which Mr.
Davis could be deemed to have beneficial ownership.  See Note (8).

(6)  Includes 40,000 shares of restricted Common Stock issued to Mr. Davis  upon
his exercise of Option Agreements.

(7) Includes 733,307 shares of unissued Common Stock covered by this Prospectus.
Does not include Common Stock owned by American Home Building Corporation as  to
which Mr. Stimmel could be deemed to have beneficial ownership.  See Note (8).

(8)  Includes 781 shares owned by Mr. Davis' wife and 3,874 shares owned by  Mr.
Davis'  children  as  to  which  Mr. Davis disclaims  beneficial  ownership  and
includes  581,168  shares of unissued Common Stock covered by  this  Prospectus.
Does not include Common Shares owned by American Home Building Corporation as to
which  Mr.  Davis could be deemed to have beneficial ownership.   American  Home
Building Corporation is a private corporation owned equally by S. Robert  Davis,
Charles  R.  Davis, and Richard A. Stimmel.  Therefore, 54,687  of  the  164,062
shares  of  Common  Stock owned by American Home Building Corporation  could  be
attributed to each of Messrs. Davis, Davis, and Stimmel.  Accordingly, S. Robert
Davis  could be deemed the beneficial owner of 1,331,259 shares of Common Stock,
Richard  A.  Stimmel could be deemed the beneficial owner of 892,846  shares  of
Common  Stock,  and  Charles R. Davis could be deemed the  beneficial  owner  of
696,035 shares of Common Stock.

                                 METHOD OF SALE

      Sales  of the Shares offered by this Prospectus will be made on the NASDAQ
National Market, where the Company's Common Stock is listed for trading,  or  in
other  markets where the Company's Common Stock may be traded, or in  negotiated
transactions.   Sales will be at prices determined when the  sales  take  place.
Sales   may   involve  payment  of  normal  brokers'  commissions   by   Selling
Stockholders.  Sales to dealers are expected to be at the normal dealer's market
price.   Such brokers or dealers may be deemed to be "underwriters"  within  the
meaning  of  the  Securities  Act  in  connection  with  such  sales  and  their
commissions or discounts and other compensation may be regarded as underwriters'
compensation.  There is no present plan of distribution.

      The Selling Stockholders will pay all applicable stock transfer taxes  and
brokerage commissions, discounts, fees and expenses applicable to their sale  of
Shares.   The Company has or will bear the expenses of the registration  of  the
shares  with the Commission, including the filing and registration fees and  the
Company's accounting and legal fees in connection therewith.
10
                     SEC POSITION REGARDING INDEMNIFICATION

      The Company's Certificate of Incorporation provides for indemnification of
officers and directors, among other things, in instances in which they acted  in
good faith and in a manner they reasonably believed to be in, or not opposed to,
the  best  interests  of  the Company and in which,  with  respect  to  criminal
proceedings, they had no reasonable cause to believe their conduct was unlawful.

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

                                     EXPERTS

The consolidated financial statements and schedule of the Company as of December
31, 1994 and for the year then ended, incorporated by reference in this
Prospectus and elsewhere in the Registration Statement from the Company's Annual
Report on Form 10-K for the year ended December 31, 1994, have been audited by
Deloitte & Touche LLP, independent auditors, as set forth in their report
included therein and incorporated herein by reference (which report expresses an
unqualified opinion and includes an explanatory paragraph referring to a
potential income tax assessment by the Internal Revenue Service), and have been
incorporated by reference in reliance upon the report of such firm given upon
their authority as experts in accounting and auditing.

The consolidated financial statements and schedule of the Company, except for
the combined financial statements of Great British Book Fairs Inc. and School
Book Fairs Limited, wholly-owned subsidiaries as of December 31, 1993 and for
the year then ended and the ten months ended December 31, 1992, incorporated by
reference in this Prospectus and elsewhere in the Registration Statement from
the Company's Annual Report on Form 10-K for the year ended December 31, 1994
have been audited by Hausser + Taylor, independent accountants, as set forth in
their report included therein and incorporated herein by reference, and have
been incorporated by reference in reliance upon the report of such firm given
upon their authority as experts in accounting and auditing.

The combined financial statements of Great British Book Fairs Inc. and School
Book Fairs Limited, wholly-owned subsidiaries of the Company as of December 31,
1993 and for the year then ended and the period from May 20, 1992 to December
31, 1992, not separately incorporated by reference in this Prospectus and
elsewhere in the Registration Statement but used in the preparation of the
Company's consolidated financial statements and the combined financial
statements of School Book Fairs, Inc. and affiliates, have been audited by
Arthur Andersen, independent chartered accountants, as set forth in their report
included therein and incorporated herein by reference, and have been
incorporated by reference in reliance upon the report of such firms given upon
their authority as experts in accounting and auditing.
11
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

      The  Registrant  hereby  incorporates by reference  in  this  Registration
Statement  the  following  documents previously filed with  the  Securities  and
Exchange Commission:

      (a)   The  Registrant's  Annual Report on Form 10-K  for  the  year  ended
December 31, 1994, filed pursuant to Section 13(a) or 15(d) of the Exchange Act;

      (b)   The Registrant's Quarterly Report on Form 10-Q for the period  ended
March 31, 1995, filed pursuant to Section 13(a) of the Exchange Act;

      (c)  The description of the Registrant's Common Stock which is included in
Registrant's  Registration Statement on Form 8-A, filed with the Securities  and
Exchange Commission pursuant to Section 12 of the Exchange Act; and

     (d)  All other reports filed by the Registrant pursuant to Section 13(a) or
15(d) of the Exchange Act  since the end of the Registrant's fiscal year covered
by  the  registrant's Annual Report on Form 10K for the year ended December  31,
1994.

      All  reports and definitive proxy or information statements filed  by  the
Registrant  pursuant to Section 13(a), 13(c), 14, or 15(d) of the  Exchange  Act
after the date of this Registration Statement and prior to the filing of a post-
effective amendment which indicates that all securities offered hereby have been
sold  or  which deregisters all securities then remaining unsold at the time  of
such  amendment  will  be  deemed  to be incorporated  by  reference  into  this
Registration Statement and to be a part hereof from the date of filing  of  such
documents.

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

Item 4.   Description of Securities.

     Not Applicable.

Item 5.   Interests of Named Experts and Counsel.

     Not Applicable.
12

Item 6.   Indemnification of Directors and Officers.

      Section 145 of the Delaware General Corporation law provides, inter  alia,
that  under  specified  circumstances a corporation  shall  have  the  power  to
indemnify any person who is a party or is threatened to be made a party  to  any
threatened, pending, or completed action, suit, or proceeding by reason  of  the
fact  that such person is or was a director, officer, employee or agent  of  the
corporation,   against   expenses,  attorneys'  fees,   judgments,   fines   and
settlements.   Article  X  of  the  Registrant's  Certificate  of  Incorporation
provides that the Registrant shall indemnify any director, officer, employee  or
agent of the Registrant to the fullest extent authorized by the Delaware General
Corporation  law, as the same exists or may thereafter be amended,  against  all
expense,  liability and loss reasonably incurred or suffered by such  person  in
connection therewith.  In addition, consistent with Section 102 of the  Delaware
General  Corporation  law, the Registrant's Certificate of Incorporation  limits
the  personal liability of the Registrant's directors to the Registrant  or  its
stockholders for monetary damages for certain breaches of fiduciary  duty.   The
Registrant  maintains  director  and officer  liability  insurance  which  would
provide coverage against certain securities law liabilities.

Item 7.   Exemption from Registration Claimed.

      This  Registration Statement includes a total of 40,375 shares  of  Common
Stock  issued  to  two  employees upon their exercise of options  granted  under
Option Agreements.  Such shares were issued in reliance upon Section 4(2) of the
Securities Act.

Item 8.   Exhibits.

     Reference is made to the Exhibit Index.

Item 9.   Undertakings.

      (a)  The 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;  and
(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
plan.

      (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 Section  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
13
offered herein, 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 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 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.
14
                                   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 St. Petersburg, State of Florida, on this 26th day of
June, 1995.

                                   PAGES, INC.

                                   By:  /s/ Richard A. Stimmel
                                        Richard A. Stimmel, President

Pursuant  to  the requirements of the Securities Act of 1933, this  Registration
Statement has been signed by the following persons in the capacities on June 26,
1995.

Signature                          Title

/s/ S. Robert Davis*______         Chairman of the Board, Assistant Secretary,
S. Robert Davis                    and Director

/s/ Richard A. Stimmel____         President, Treasurer, and Director (Principal
Richard A. Stimmel                 Executive and Financial and Accounting
                                   Officer)

Charles R. Davis*_________         Executive Vice President, Secretary, and
Charles R. Davis                   Director

/s/ Juan Sotos, M.D.*_____         Director
Juan Sotos, M.D.

/s/ Robert Tierney*_______         Director
Robert Tierney

                    *By: /s/ Richard A. Stimmel
                       Richard A. Stimmel
                       (Attorney in Fact)
15
                                  EXHIBIT INDEX

Exhibit No.    Exhibit

   4.1         Certificate of Incorporation of the Company dated October 5,
               1994.1

   4.2         Bylaws of the Company.1

   5           Opinion of Johnson, Blakely, Pope, Bokor, Ruppel & Burns, P.A.
               (including Consent).

   15          Not applicable.

   23.1        Consent of Deloitte & Touche, LLP.

   23.2        Consent of Hausser + Taylor, independent certified  public
               accountants.

   23.3        Consent of Arthur Andersen.

   23.4        Consent  of  Johnson Blakely Pope Bokor  Ruppel  &  Burns,
               P.A.(included in Exhibit 5.)

   24          Power of Attorney.

   28          Not applicable.

   Additional Exhibits

   99.1        Form of typical Written Compensation Contract

1Incorporated by reference to the Company's Annual Report on Form 10-K  for  the
fiscal  year  ended December 31, 1994, File Number 0-10475, filed in Washington,
D.C.
16
                                        
                                                           FILE NO. 33869.92359

                                  June 26, 1995

Pages, Inc.
801 94th Avenue North
St. Petersburg, FL  33702

     Re:  Pages, Inc. - Registration Statement on Form S-8

Gentlemen:

      We  have  acted  as  counsel to Pages, Inc., a Delaware  corporation  (the
"Company")  in  connection  with the preparation and filing  of  a  Registration
Statement  (the "Registration Statement") on Form S-8 covering the  issuance  by
the Company of shares of Common Stock pursuant to written compensation contracts
and  the  reoffer and resale of such shares, filed on June 26,  1995,  with  the
Securities and Exchange Commission (the "Commission") pursuant to the Securities
Act of 1933 (the "Act").

      In  rendering the opinion expressed herein, we have examined the following
documents and instruments:

       1.   The  Registration Statement, the exhibits filed or to  be  filed  in
connection therewith, and the form of Reoffer Prospectus contained therein;

      2.  The Company's Certificate of Incorporation;

      3.  The Company's Bylaws, as amended; and

      4.  Samples of the written compensation contracts referred to above.
17
      In  addition, we have obtained from public officials and from officers  of
the Company and examined originals or copies, identified to our satisfaction, of
such  other  certificates,  agreements, and other assurances  as  we  considered
necessary for the purposes of rendering the opinion hereinafter expressed.

      We have also consulted with officers and directors of the Company and have
obtained such representations with respect to matters of fact as we have  deemed
necessary  or  advisable  for  purposes of  rendering  the  opinion  hereinafter
expressed; we have not necessarily independently verified the factual statements
made  to  us  in connection therewith, nor the veracity of such representations,
but we have no reason to doubt their truth or accuracy.

      Based on the foregoing, it is our opinion that:

      After  the  Registration Statement is effective and  when  the  applicable
provisions  of  the "blue sky" or other state securities laws  shall  have  been
complied  with, the Company's securities covered by the Registration  Statement,
when issued and sold in accordance with the terms of the Registration Statement,
upon  receipt of payment therefor, will constitute legally issued securities  of
the Company, fully paid and nonassessable.

      We  hereby  consent  to  the use of this opinion  as  an  exhibit  to  the
Registration  Statement and to the reference of this law  firm  in  the  Reoffer
Prospectus under the heading "Legal Matters."  In giving this consent, we do not
hereby  admit that we are in the category of persons whose consent  is  required
under  Section  7  of  the Act or the rules and regulations  of  the  Commission
promulgated thereunder.

                                   Very truly yours,

                                   JOHNSON, BLAKELY, POPE,
                                   BOKOR, RUPPEL & BURNS, P.A.

PMS/mda
24702
18
INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in the Registration Statement of
PAGES, Inc. on Form S-8 of our report dated March 29, 1995 (which includes an
explanatory paragraph referring to a potential income tax assessment by the
Internal Revenue Service), appearing in the Annual Report on Form 10-K of
PAGES, Inc. for the year ended December 31, 1994 and to the reference to us
under the heading "Experts" in the Prospectus, which is part of such
Registration Statement.
                            Deloitte & Touche

                                    

Tampa, FL
June 26, 1995

                               EXHIBIT 23.1
19
CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the incorporation by reference in the Registration Statement on
Form S-8 pertaining to the registration of common shares related to stock
options granted to certain employees of Pages, Inc. and in the related
Prospectus of our report dated March 25, 1994 with respect to the consolidated
financial statements and schedule of Pages, Inc. as of December 31, 1993 and
for the year ended December 31, 1993 and the ten months ended December 31,
1992 incorporated by reference in the Prospectus and elsewhere in the
Registration Statement from the Pages, Inc. Annual Report on Form 10-K for the
year ended December 31, 1994.  We also consent to the reference to our Firm
under the heading "Experts" in the Prospectus.

                                    HAUSSER + TAYLOR

Columbus, Ohio
June 22, 1995

                                    EXHIBIT 23.2
20
CONSENT OF INDEPENDENT CHARTERED ACCOUNTANTS

To the Board of Pages, Inc.

As independent chartered accountants, we hereby consent to the inclusion by
reference to our report dated 23 March 1994 on our audit of the combined
financial statements of Great British Book Fairs, Inc., and School Book Fairs
Limited for the year ended 31 December 1993, and the period from 20 May 1992 to
31 December 1992, which were consolidated into the financial statements of
Pages, Inc., which report is incorporated by reference in the Pages, Inc.,
Annual Report on Form 10-K referred to in the Registration Statement of Form S-8
pertaining to the registration of common shares by Pages, Inc., and in the
related Reoffer Prospectus, which is a part of the Registration Statement.

We also consent to the reference to our firm under the heading "Experts" in the
Prospectus.

Arthur Anderson
Chartered Accountants and Registered Auditors

1 Surrey Street
London
WC2R 2PS

21 June 1995

                         EXHIBIT 23.3
21
                           ISSUER'S POWER OF ATTORNEY

      We, the undersigned directors and officers of PAGES, INC. ("the Company"),
and each of us do hereby constitute and appoint Richard A. Stimmel and S. Robert
Davis,  or  either of them, our true and lawful attorneys and agents to  sign  a
Registration Statement on Form S-8 to be filed with the Securities and  Exchange
Commission,  and to do any and all acts and things and to execute  any  and  all
instruments  for  us and in our names in the capacities indicated  below,  which
said  attorneys and agents may deem necessary or advisable to enable the Company
to  comply  with  the  Securities  Act of  1933,  as  amended,  and  any  rules,
regulations,  and  requirements of the Securities and  Exchange  Commission,  in
connection with such Registration Statement, including specifically, but without
limitation, power and authority to sign for us or any of us in our names and  in
the capacities indicated below, any and all amendments (including post-effective
amendments)  thereto;  and we do hereby ratify and confirm  all  that  the  said
attorneys  and  agents shall do or cause to be done by virtue of this  power  of
attorney.

      Executed below by the following persons in the capacities and on the dates
indicated:

Signature                     Title                    Date

/S/ S. ROBERT DAVIS
__________________________    Chairman of the Board    June 26, 1995
S. Robert Davis               of Directors (Principal
                              Executive Officer),
                              Director

/S/ RICHARD A. STIMMEL
__________________________    President,  Treasurer,   June  26,1995
Richard A. Stimmel            and Director (Principal
                              Financial Officer and
                              Principal Accounting
                              Officer)

/S/ CHARLES R. DAVIS
__________________________    Director                 June 26, 1995
Charles R. Davis

/S/ JUAN F. SOTOS, M.D.
__________________________    Director                 June 26, 1995
Juan F. Sotos, M.D.

/S/ ROBERT J . TIERNERY
__________________________    Director                 June 26, 1995
Robert J. Tierney

0011086.01