S-8


As filed with the Securities and Exchange Commission on December 16, 1997
                                         Registration No. 33-______________
------------------------------------------------------------------------------


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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


                         LASER-PACIFIC MEDIA CORPORATION
             (Exact Name of Registrant is Specified in its Charter)

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

         809 N. Cahuenga Boulevard
         Hollywood, California                                 90038
         (Address of Principal Executive Offices)             (Zip Code)

                         LASER-PACIFIC MEDIA CORPORATION
              INCENTIVE AND NON-QUALIFIED STOCK OPTION PLAN (1997)
                            (Full Title of the Plan)

                                 James R. Parks
                             Chief Executive Officer
                         Laser-Pacific Media Corporation
                            809 N. Caheunga Boulevard
                           Hollywood, California 90038
                                 (213) 462-6266
            (Name, address, including zip code and telephone number,
                   including area code, of agent for service)





                         CALCULATION OF REGISTRATION FEE

                                   Proposed Maximum  Proposed         Regis-
Title of Securities   Amount to be Offering Price    Maximum          tration
to be Registered      Registered   Per Share         Aggregate        Fee
                                                     Offering Price

Common Stock, par     500,000        $0.21875         $109,375          $100
value $0.0001         (1)                              (2)

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

(1) This  Registration  Statement covers, in addition to the number of shares of
Common Stock stated above, such additional and indeterminate number of shares as
may  become   issuable   pursuant  to  the   anti-dilution   provisions  of  the
above-captioned plan.

(2)  Estimated,  pursuant to Rule 457(h),  solely for the purpose of calculating
the registration  fee, at $0.21875 per share,  which was the average of the high
and low  prices of the  common  stock of the  Company on  December  11,  1997 as
reported on the Nasdaq Small Cap Market tier of the Nasdaq Stock Market.


<PAGE>



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


ITEM 1.  PLAN INFORMATION.

The documents  containing  the  information  specified in Item 1 will be sent or
given to participants in the  Laser-Pacific  Media  Corporation's  Incentive and
Non-Qualified Stock Option Plan (1997)(the"Plan")as  specified by Rule 428(b)(1)
and are not required to be filed as part of this registration statement.

ITEM 2.REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

 The documents  containing the  information  specified in Item 2 will be sent or
given to  participants  in the Plan as specified by Rule  428(b)(1)  and are not
required to be filed as part of this registration statement.


                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

Laser-Pacific Media Corporation (the "Company") hereby incorporates by reference
in this registration statement the following documents:

(a) The Company's  latest annual report on Form 10-K filed  pursuant to Sections
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"),  containing audited financial  statements for the Company's latest fiscal
year.

(b) All other reports  filed  pursuant to Section 13(a) or 15(d) of the Exchange
Act since the end of the fiscal year covered by the registrant document referred
to in (a) above.

(c) The  description  of the Company's  Common Stock  contained in the Company's
registration  statement on Form 8-A, filed under the Exchange Act, including any
amendment or report filed for the purpose of updating such description.

     All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d)of the Exchange Act, prior to the filing of a  post-effective
amendment  which  indicates that all securities  offered have been sold or which
deregisters  all  securities  then  remaining  unsold,  shall  be  deemed  to be
incorporated by reference in the  registration  statement and to be part thereof
from the date of filing of such documents.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 145 of the General Corporation Law of the State of Delaware (the "DGCL")
provides  that a  corporation  has the power to  indemnify a director,  officer,
employee or agent of the  corporation  and certain other persons  serving at the
request  of the  corporation  in  related  capacities  against  amount  paid and
expenses  incurred in connection  with an action or proceeding to which he is or
is  threatened  to be made a party by reason of such  position,  if such  person
shall have acted in good faith and in a manner he  reasonably  believed to be in
or not opposed to the best  interests of the  corporation,  and, in any criminal
proceeding,  if such person had no  reasonable  cause to believe his conduct was
unlawful,  provided  that, in the case of actions  brought by or in the right of
the corporation,  no indemnification shall be made with respect to any matter as
to which such person  shall have been  adjudged to be liable to the  corporation
unless and only to the extent that the  adjudicating  court determines that such
indemnification   is  proper  under  the   circumstances.   The  Certificate  of
Incorporation of the Company (the "Certificate of Incorporation")  provides that
the Company shall  indemnify  its  directors and officers to the fullest  extent
permitted by the DGCL.

The Certificate of Incorporation  also provides,  as permitted by Section 102(b)
of the DGCL, that no director shall be liable to the Company or its stockholders
for monetary damages for breach of his fiduciary duty as a director,  except for
liability (i) for any breach of the director's duty of loyalty to the Company or
its stockholders,  (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section 174 of
the DGCL, or (iv) for any transaction in which the director  derived an improper
personal benefit.



The By-Laws of the Company contain  provisions to the effect that each director,
officer,  employee and agent of the Company shall be  indemnified by the Company
against  liabilities  and expenses in connection  with any legal  proceedings to
which he may be made a party or with which he may become  involved or threatened
by reason of having been an officer,  director or employee of the  Company.  The
provisions  include  indemnification  with  respect  to  matters  covered  by  a
settlement.  Under Delaware law, any such indemnification  shall be made only if
the Board of Directors  determines by a majority vote of a quorum  consisting of
disinterested  directors (or, if such quorum is not obtainable,  or if the Board
of  Directors  directs,  by  independent  counsel)  or  by  stockholders,   that
indemnification  is proper  on the  circumstances  because  the  person  seeking
indemnification  has met the applicable  standards of conduct.  In addition,  it
must be determined  that the director,  officer or employee  acted in good faith
with the  reasonable  belief  that his action was in or not  opposed to the best
interests  of  the  Company,  and,  with  respect  to  any  criminal  action  or
proceeding, that he had no reasonable cause to believe his conduct was unlawful.

The Company  maintains  a  directors  or  officers  liability  insurance  policy
providing  for the insurance on behalf of any person who is or was a director or
officer of the Company and its  subsidiary  companies  against any  liability by
such person in such capacity or arising out of such person's status as such. The
insurer's limit of liability under the policy is $5 million in the aggregate for
all insured losses.  The policy contains various  reporting  requirements and is
subject to certain exclusions and limitations.


ITEM 8.  EXHIBITS

Exhibit
Number    Description of Exhibit

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

5.1       Opinion of Weissmann, Wolff, Bergman Coleman & Silverman, LLP

23.1      Consent of KPMG Peat Marwick LLP

23.2      Consent of Weissmann, Wolff, Bergman,
          Coleman & Silverman, LLP (included in Exhibit 5.1)

24.1      Power of Attorney (included on signature page)


ITEM 9.   UNDERTAKINGS

         The Company hereby undertakes:

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

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

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

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

provided,  however,  that  paragraphs  (1)(i)  and  (1)(ii) do not apply if this
Registration  Statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic  reports  filed with or  furnished  to the  Commission  by the  Company
pursuant to Section 13 or Section 15(d) of the Securities  Exchange Act of 1934,
as amended  (the  "Exchange  Act") that are  incorporated  by  reference in this
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 the time  shall be deemed to be the  initial  bona fide  offering
thereof.

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

(4) If the  Company  is a  foreign  private  issuer,  to  file a  post-effective
amendment  to the  Registration  Statement to include any  financial  statements
required by Rule 3-19 of this  chapter at the start of any  delayed  offering or
throughout a continuous offering. Financial statements and information otherwise
required by Section  10(a)(3) of the Act need not be furnished,  provided,  that
the Company includes in the prospectus,  by means of a post-effective amendment,
financial   statements   required   pursuant  to  this  paragraph  (4)and  other
information  necessary to ensure that all other information in the prospectus is
at least as current as the date of those financial statements.

     The  Company  hereby  undertakes  that,  for  purposes of  determining  any
liability under the Securities  Act, each filing of the Company's  annual report
pursuant to Section 13(a) or 15(d) of the Securities  Exchange Act of 1934 (and,
where  applicable,  each  filing of an employee  benefit  plan's  annual  report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in  this  Registration  Statement  shall  be  deemed  to be a  new  registration
statement relating to the securities  offered therein,  and the offering of such
securities  at the time  shall be deemed to be the  initial  bona fide  offering
thereof.

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


<PAGE>



                                   SIGNATURES

     Pursuant to the  requirements  of the  Securities  Act of 1933, the Company
certifies that if it has reasonable  grounds to believe that it meets all of the
requirements  for  filing on Form S-8,  and has duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Los Angeles,  State of  California on this 16 day of
December, 1997.

                                                 LASER-PACIFIC MEDIA CORPORATION

                                                  By: /s/ Robert McClain

                                POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS that each person whose signature appears
below hereby  constitutes and appoints Robert McClain and James R.Parks,and each
of them,the undersigned's true and lawful attorney-in-fact, each with full power
of substitution and re-substitution,  for him in any and all amendments, to this
Registration  Statement and to file the same,  with  exhibits  thereto and other
documents in connection therewith,  with the Securities and Exchange Commission,
hereby ratifying and confirming all that each of said attorneys-in-fact,  or his
substitute or substitutes, may do or cause to be done by virtue hereof.

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

Signature                          Title                      Date



/s/ James R. Parks                  Chairman of the Board      December 15,1997
James R. Parks                     and Chief Executive Officer
                                   (principal executive officer)




/s/ Emory M. Cohen                 President, Chief            December 15,1997
Emory M. Cohen                     Operating Officer and
                                    Director


/s/ Robert McClain                 Vice President and          December 15,1997
Robert McClain                     Chief Financial Officer
                                   (principal financial officer)



/s/ Cornelius P.McCarthy III       Director                    December 15,1997
Cornelius P. McCarthy III



/s/Ronald Zimmerman                Director                    December 15,1997
Ronald Zimmerman



<PAGE>




                                  EXHIBIT INDEX



Exhibit
Number    Description of Exhibit

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

5.1       Opinion of Weissmann, Wolff, Bergman, Coleman & Silverman, LLP

23.1      Consent of KPMG Peat Marwick LLP

23.2      Consent of Weissmann, Wolff, Bergman,Coleman & Silverman, LLP
          (included in Exhibit 5.1)

24.1      Powers of Attorney (included on signature page)



<PAGE>



                                   Exhibit 5-1



Weissmann, Wolff, Bergman, Coleman & Silverman, LLP
A Limited Liability Partnership Including Professional Corporations

                                                  Mailing address:
                                                  9665 Wilshire Boulevard
                                                  Suite 900
                                                  Beverly Hills,
                                                  California 90212-2136

                                                  Telephone:
                                                  (310) 858-7888

                                                  Fax:
                                                  (310) 550-7191

                                                  E-mail:
December 15, 1997                                 wwbcs@earthlink.net


Laser-Pacific Media Corporation
809 N. Cahuenga Boulevard
Hollywood, California 90038

      Re:  Registration Statement on Form S-8

Dear Sirs:

          You have  requested  the opinion of this firm with  respect to certain
matters  in  connection  with  the  Registration  Statement  on  Form  S-8  (the
"Registration  Statement")  to be filed by you under the Securities Act of 1933,
as amended (the "Securities  Act"), for the purpose of registering the offer and
sale of up to 500,000  authorized  but  unissued  shares (the  "Shares")  of the
Common Stock, $0.000l par value, of Laser-Pacific Media Corporation,  a Delaware
corporation  (the  "Company"),  reserved for issuance upon the exercise of stock
options to be granted under the  Company's  Incentive  and  Non-Qualified  Stock
Option Plan (1997) (the "Plan").

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

     a. The Registration Statement;

     b. The Plan and the related forms of option agreements;

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

     d. Such other corporate  records and documents as we have deemed  necessary
or appropriate.

In the  course of our  examinations  and  investigations,  we have  assumed  the
genuineness  of all  signatures  on all  documents  and  the due  execution  and
delivery  of  all  documents  requiring  due  execution  and  delivery  for  the
effectiveness thereof.

     Based upon and subject to the foregoing, and in reliance thereon, it is our
opinion  that the issuance of the Shares has been duly  authorized  and that the
Shares, when issued,  delivered and paid for in accordance with the terms of the
Plan, will be legally issued, fully paid and nonassessable.

     We hereby  consent  to the  filing of this  opinion  as an  Exhibit  to the
Registration Statement.

                                             Very truly yours.

                                             /s/ WEISSMANN, WOLFF, BERGMAN,
                                             COLEMAN & SILVERMAN,
                                             WEISSMANN, WOLFF, BERGMAN,
                                             COLEMAN & SILVERMAN, LLP

<PAGE>

                                  EXHIBIT 23.1






KPMG Peat Marwick LLP




                                CONSENT OF INDEPENDENT ACCOUNTANTS

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

We consent to incorporation  by reference in the registration  statement on Form
S-8 of  Laser-Pacific  Media  Corporation  of our report  dated March 14,  1997,
relating to the consolidated  balance sheets of Laser-Pacific  Media Corporation
and subsidiaries as of December 31, 1996, and 1995, and the related consolidated
statements of operations,  stockholders'  equity, and cash flows for each of the
years  in the  three-year  period  ended  December  31,  1996,  and all  related
schedules,  which report appears in the December 31, 1996, annual report on Form
10-K of Laser-Pacific Media Corporation.

Our report dated March 14, 1997,  contains an explanatory  paragraph that states
that the Company has a working capital  deficiency,  an accumulated  deficit and
has  sustained a net loss in the current  year,  which raise  substantial  doubt
about its ability to continue as a going  concern.  The  consolidated  financial
statements and financial statement schedules do not include any adjustments that
might result from the outcome of that uncertainty.

                                                  /S/ KPMG Peat Marwick LLP
                                                  KPMG Peat Marwick LLP
Los Angeles, California
December 10, 1997
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION ON FORM S-8", "secsgml_size_bytes": 21648}]
{"company-data": {"conformed-name": "LASER PACIFIC MEDIA CORPORATION", "cik": "0000875738", "assigned-sic": "7819", "irs-number": "953824617", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-42359", "film-number": "97739154"}, "business-address": {"street1": "809 N CAHUENGA BLVD", "city": "HOLLYWOOD", "state": "CA", "zip": "90038", "phone": "2134626266"}, "mail-address": {"street1": "809 N CAHUENGA BLVD", "city": "HOLLYWOOD", "state": "CA", "zip": "90038"}}
S-8

As filed with the Securities and Exchange Commission on December 16, 1997
                                         Registration No. 33-______________
------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

                         LASER-PACIFIC MEDIA CORPORATION
             (Exact Name of Registrant is Specified in its Charter)

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

         809 N. Cahuenga Boulevard
         Hollywood, California                                 90038
         (Address of Principal Executive Offices)             (Zip Code)

                         LASER-PACIFIC MEDIA CORPORATION
              INCENTIVE AND NON-QUALIFIED STOCK OPTION PLAN (1997)
                            (Full Title of the Plan)

                                 James R. Parks
                             Chief Executive Officer
                         Laser-Pacific Media Corporation
                            809 N. Caheunga Boulevard
                           Hollywood, California 90038
                                 (213) 462-6266
            (Name, address, including zip code and telephone number,
                   including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE

                                   Proposed Maximum  Proposed         Regis-
Title of Securities   Amount to be Offering Price    Maximum          tration
to be Registered      Registered   Per Share         Aggregate        Fee
                                                     Offering Price

Common Stock, par     500,000        $0.21875         $109,375          $100
value $0.0001         (1)                              (2)

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

(1) This  Registration  Statement covers, in addition to the number of shares of
Common Stock stated above, such additional and indeterminate number of shares as
may  become   issuable   pursuant  to  the   anti-dilution   provisions  of  the
above-captioned plan.

(2)  Estimated,  pursuant to Rule 457(h),  solely for the purpose of calculating
the registration  fee, at $0.21875 per share,  which was the average of the high
and low  prices of the  common  stock of the  Company on  December  11,  1997 as
reported on the Nasdaq Small Cap Market tier of the Nasdaq Stock Market.
PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.  PLAN INFORMATION.

The documents  containing  the  information  specified in Item 1 will be sent or
given to participants in the  Laser-Pacific  Media  Corporation's  Incentive and
Non-Qualified Stock Option Plan (1997)(the"Plan")as  specified by Rule 428(b)(1)
and are not required to be filed as part of this registration statement.

ITEM 2.REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

 The documents  containing the  information  specified in Item 2 will be sent or
given to  participants  in the Plan as specified by Rule  428(b)(1)  and are not
required to be filed as part of this registration statement.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

Laser-Pacific Media Corporation (the "Company") hereby incorporates by reference
in this registration statement the following documents:

(a) The Company's  latest annual report on Form 10-K filed  pursuant to Sections
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"),  containing audited financial  statements for the Company's latest fiscal
year.

(b) All other reports  filed  pursuant to Section 13(a) or 15(d) of the Exchange
Act since the end of the fiscal year covered by the registrant document referred
to in (a) above.

(c) The  description  of the Company's  Common Stock  contained in the Company's
registration  statement on Form 8-A, filed under the Exchange Act, including any
amendment or report filed for the purpose of updating such description.

     All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d)of the Exchange Act, prior to the filing of a  post-effective
amendment  which  indicates that all securities  offered have been sold or which
deregisters  all  securities  then  remaining  unsold,  shall  be  deemed  to be
incorporated by reference in the  registration  statement and to be part thereof
from the date of filing of such documents.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 145 of the General Corporation Law of the State of Delaware (the "DGCL")
provides  that a  corporation  has the power to  indemnify a director,  officer,
employee or agent of the  corporation  and certain other persons  serving at the
request  of the  corporation  in  related  capacities  against  amount  paid and
expenses  incurred in connection  with an action or proceeding to which he is or
is  threatened  to be made a party by reason of such  position,  if such  person
shall have acted in good faith and in a manner he  reasonably  believed to be in
or not opposed to the best  interests of the  corporation,  and, in any criminal
proceeding,  if such person had no  reasonable  cause to believe his conduct was
unlawful,  provided  that, in the case of actions  brought by or in the right of
the corporation,  no indemnification shall be made with respect to any matter as
to which such person  shall have been  adjudged to be liable to the  corporation
unless and only to the extent that the  adjudicating  court determines that such
indemnification   is  proper  under  the   circumstances.   The  Certificate  of
Incorporation of the Company (the "Certificate of Incorporation")  provides that
the Company shall  indemnify  its  directors and officers to the fullest  extent
permitted by the DGCL.

The Certificate of Incorporation  also provides,  as permitted by Section 102(b)
of the DGCL, that no director shall be liable to the Company or its stockholders
for monetary damages for breach of his fiduciary duty as a director,  except for
liability (i) for any breach of the director's duty of loyalty to the Company or
its stockholders,  (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section 174 of
the DGCL, or (iv) for any transaction in which the director  derived an improper
personal benefit.

The By-Laws of the Company contain  provisions to the effect that each director,
officer,  employee and agent of the Company shall be  indemnified by the Company
against  liabilities  and expenses in connection  with any legal  proceedings to
which he may be made a party or with which he may become  involved or threatened
by reason of having been an officer,  director or employee of the  Company.  The
provisions  include  indemnification  with  respect  to  matters  covered  by  a
settlement.  Under Delaware law, any such indemnification  shall be made only if
the Board of Directors  determines by a majority vote of a quorum  consisting of
disinterested  directors (or, if such quorum is not obtainable,  or if the Board
of  Directors  directs,  by  independent  counsel)  or  by  stockholders,   that
indemnification  is proper  on the  circumstances  because  the  person  seeking
indemnification  has met the applicable  standards of conduct.  In addition,  it
must be determined  that the director,  officer or employee  acted in good faith
with the  reasonable  belief  that his action was in or not  opposed to the best
interests  of  the  Company,  and,  with  respect  to  any  criminal  action  or
proceeding, that he had no reasonable cause to believe his conduct was unlawful.

The Company  maintains  a  directors  or  officers  liability  insurance  policy
providing  for the insurance on behalf of any person who is or was a director or
officer of the Company and its  subsidiary  companies  against any  liability by
such person in such capacity or arising out of such person's status as such. The
insurer's limit of liability under the policy is $5 million in the aggregate for
all insured losses.  The policy contains various  reporting  requirements and is
subject to certain exclusions and limitations.

ITEM 8.  EXHIBITS

Exhibit
Number    Description of Exhibit

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

5.1       Opinion of Weissmann, Wolff, Bergman Coleman & Silverman, LLP

23.1      Consent of KPMG Peat Marwick LLP

23.2      Consent of Weissmann, Wolff, Bergman,
          Coleman & Silverman, LLP (included in Exhibit 5.1)

24.1      Power of Attorney (included on signature page)

ITEM 9.   UNDERTAKINGS

         The Company hereby undertakes:

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

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

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

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

provided,  however,  that  paragraphs  (1)(i)  and  (1)(ii) do not apply if this
Registration  Statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic  reports  filed with or  furnished  to the  Commission  by the  Company
pursuant to Section 13 or Section 15(d) of the Securities  Exchange Act of 1934,
as amended  (the  "Exchange  Act") that are  incorporated  by  reference in this
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 the time  shall be deemed to be the  initial  bona fide  offering
thereof.

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

(4) If the  Company  is a  foreign  private  issuer,  to  file a  post-effective
amendment  to the  Registration  Statement to include any  financial  statements
required by Rule 3-19 of this  chapter at the start of any  delayed  offering or
throughout a continuous offering. Financial statements and information otherwise
required by Section  10(a)(3) of the Act need not be furnished,  provided,  that
the Company includes in the prospectus,  by means of a post-effective amendment,
financial   statements   required   pursuant  to  this  paragraph  (4)and  other
information  necessary to ensure that all other information in the prospectus is
at least as current as the date of those financial statements.

     The  Company  hereby  undertakes  that,  for  purposes of  determining  any
liability under the Securities  Act, each filing of the Company's  annual report
pursuant to Section 13(a) or 15(d) of the Securities  Exchange Act of 1934 (and,
where  applicable,  each  filing of an employee  benefit  plan's  annual  report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in  this  Registration  Statement  shall  be  deemed  to be a  new  registration
statement relating to the securities  offered therein,  and the offering of such
securities  at the time  shall be deemed to be the  initial  bona fide  offering
thereof.

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

     Pursuant to the  requirements  of the  Securities  Act of 1933, the Company
certifies that if it has reasonable  grounds to believe that it meets all of the
requirements  for  filing on Form S-8,  and has duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Los Angeles,  State of  California on this 16 day of
December, 1997.

                                                 LASER-PACIFIC MEDIA CORPORATION

                                                  By: /s/ Robert McClain

                                POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS that each person whose signature appears
below hereby  constitutes and appoints Robert McClain and James R.Parks,and each
of them,the undersigned's true and lawful attorney-in-fact, each with full power
of substitution and re-substitution,  for him in any and all amendments, to this
Registration  Statement and to file the same,  with  exhibits  thereto and other
documents in connection therewith,  with the Securities and Exchange Commission,
hereby ratifying and confirming all that each of said attorneys-in-fact,  or his
substitute or substitutes, may do or cause to be done by virtue hereof.

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

Signature                          Title                      Date

/s/ James R. Parks                  Chairman of the Board      December 15,1997
James R. Parks                     and Chief Executive Officer
                                   (principal executive officer)

/s/ Emory M. Cohen                 President, Chief            December 15,1997
Emory M. Cohen                     Operating Officer and
                                    Director

/s/ Robert McClain                 Vice President and          December 15,1997
Robert McClain                     Chief Financial Officer
                                   (principal financial officer)

/s/ Cornelius P.McCarthy III       Director                    December 15,1997
Cornelius P. McCarthy III

/s/Ronald Zimmerman                Director                    December 15,1997
Ronald Zimmerman
EXHIBIT INDEX

Exhibit
Number    Description of Exhibit

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

5.1       Opinion of Weissmann, Wolff, Bergman, Coleman & Silverman, LLP

23.1      Consent of KPMG Peat Marwick LLP

23.2      Consent of Weissmann, Wolff, Bergman,Coleman & Silverman, LLP
          (included in Exhibit 5.1)

24.1      Powers of Attorney (included on signature page)
Exhibit 5-1

Weissmann, Wolff, Bergman, Coleman & Silverman, LLP
A Limited Liability Partnership Including Professional Corporations

                                                  Mailing address:
                                                  9665 Wilshire Boulevard
                                                  Suite 900
                                                  Beverly Hills,
                                                  California 90212-2136

                                                  Telephone:
                                                  (310) 858-7888

                                                  Fax:
                                                  (310) 550-7191

                                                  E-mail:
December 15, 1997                                 wwbcs@earthlink.net

Laser-Pacific Media Corporation
809 N. Cahuenga Boulevard
Hollywood, California 90038

      Re:  Registration Statement on Form S-8

Dear Sirs:

          You have  requested  the opinion of this firm with  respect to certain
matters  in  connection  with  the  Registration  Statement  on  Form  S-8  (the
"Registration  Statement")  to be filed by you under the Securities Act of 1933,
as amended (the "Securities  Act"), for the purpose of registering the offer and
sale of up to 500,000  authorized  but  unissued  shares (the  "Shares")  of the
Common Stock, $0.000l par value, of Laser-Pacific Media Corporation,  a Delaware
corporation  (the  "Company"),  reserved for issuance upon the exercise of stock
options to be granted under the  Company's  Incentive  and  Non-Qualified  Stock
Option Plan (1997) (the "Plan").

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

     a. The Registration Statement;

     b. The Plan and the related forms of option agreements;

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

     d. Such other corporate  records and documents as we have deemed  necessary
or appropriate.

In the  course of our  examinations  and  investigations,  we have  assumed  the
genuineness  of all  signatures  on all  documents  and  the due  execution  and
delivery  of  all  documents  requiring  due  execution  and  delivery  for  the
effectiveness thereof.

     Based upon and subject to the foregoing, and in reliance thereon, it is our
opinion  that the issuance of the Shares has been duly  authorized  and that the
Shares, when issued,  delivered and paid for in accordance with the terms of the
Plan, will be legally issued, fully paid and nonassessable.

     We hereby  consent  to the  filing of this  opinion  as an  Exhibit  to the
Registration Statement.

                                             Very truly yours.

                                             /s/ WEISSMANN, WOLFF, BERGMAN,
                                             COLEMAN & SILVERMAN,
                                             WEISSMANN, WOLFF, BERGMAN,
                                             COLEMAN & SILVERMAN, LLP
EXHIBIT 23.1

KPMG Peat Marwick LLP

                                CONSENT OF INDEPENDENT ACCOUNTANTS

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

We consent to incorporation  by reference in the registration  statement on Form
S-8 of  Laser-Pacific  Media  Corporation  of our report  dated March 14,  1997,
relating to the consolidated  balance sheets of Laser-Pacific  Media Corporation
and subsidiaries as of December 31, 1996, and 1995, and the related consolidated
statements of operations,  stockholders'  equity, and cash flows for each of the
years  in the  three-year  period  ended  December  31,  1996,  and all  related
schedules,  which report appears in the December 31, 1996, annual report on Form
10-K of Laser-Pacific Media Corporation.

Our report dated March 14, 1997,  contains an explanatory  paragraph that states
that the Company has a working capital  deficiency,  an accumulated  deficit and
has  sustained a net loss in the current  year,  which raise  substantial  doubt
about its ability to continue as a going  concern.  The  consolidated  financial
statements and financial statement schedules do not include any adjustments that
might result from the outcome of that uncertainty.

                                                  /S/ KPMG Peat Marwick LLP
                                                  KPMG Peat Marwick LLP
Los Angeles, California
December 10, 1997