<PAGE>
 
As filed with the Securities and Exchange Commission on September 25, 1996.
                                                    Registration No. 333-
================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549
                                _______________
                                   FORM S-8
            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                                _______________
                         ADDVANTAGE MEDIA GROUP, INC.
            (Exact name of registrant as specified in its charter)

          OKLAHOMA                                    73-1351610
(State or other jurisdiction of          (I.R.S. Employer Identification No.)
incorporation or organization)

                            5100 EAST SKELLY DRIVE
                          MERIDIAN TOWER, SUITE 1080
                            TULSA, OKLAHOMA  74135
         (Address, including zip code, of principal executive offices)
                                _______________

             ADDVANTAGE MEDIA GROUP, INC. 1991 EMPLOYEE STOCK PLAN
                           (Full title of the plan)
                                _______________

                                 GARY W. YOUNG
                         ADDVANTAGE MEDIA GROUP, INC.
                            5100 East Skelly Drive
                          Meridian Tower, Suite 1080
                            Tulsa, Oklahoma  74135
                                (918) 665-8414

 (Name, address, including zip code, and telephone number, including area code,
                             of agent for service)

                                  Copies to:
                               GREG S. SCHARLAU
                 CONNER & WINTERS, A PROFESSIONAL CORPORATION
                            2400 FIRST PLACE TOWER
                               15 E. 5TH STREET
                            TULSA, OKLAHOMA  74103
                                _______________

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=====================================================================================================
                                             Proposed maximum     Proposed maximum
 Title of securities         Amount           offering price          aggregate          Amount of
 to be registered     to be registered(1)     per share(2)       offering price(2)   Registration fee
- -----------------------------------------------------------------------------------------------------
<S>                     <C>                       <C>                 <C>                 <C>
 Common Stock,          512,318 shares            $4.94               $2,530,851          $873   
 par value $.01 per
 share
======================================================================================================
</TABLE>
(1)  The registration statement also includes an indeterminable number of
     additional shares that may become issuable as a result of terminated,
     expired or surrendered options or stock appreciation rights, or pursuant to
     the antidilution adjustment provisions of the plan.

(2)  Solely for the purpose of calculating the registration fee pursuant to Rule
     457(h) on the basis of the average of the closing bid and asked prices for
     the Common Stock on the OTC Bulletin Board on September 23, 1996.
<PAGE>
 
                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF CERTAIN INFORMATION BY REFERENCE.

     The following documents filed by the Registrant with the Securities and
Exchange Commission (the "Commission") pursuant to the Securities Exchange Act
of 1934 (the "Exchange Act") are incorporated in this Registration Statement by
reference:

     (1) The Registrant's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1995;

     (2) The Registrant's Quarterly Reports on Form 10-QSB for the fiscal
quarters ended March 31, 1996 and June 30, 1996; and

     (3) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A filed with the Commission on
July 1, 1991.

     In addition, all documents filed by the Registrant pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold shall be deemed to be incorporated by
reference in this Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

     The class of securities to be offered is registered under Section 12 of the
Exchange Act.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
 
     The Registrant's Amended Certificate of Incorporation ("Certificate of
Incorporation") and Bylaws provide that each person who was or is made a party
to, or is involved in, any action, suit or proceeding by reason of the fact that
he or she was a director or officer of the Registrant (or was serving at the
request of the Registrant as a director, officer, employee or agent for another
entity) will be indemnified and held harmless by the Registrant, to the fullest
extent not prohibited by the Oklahoma General Corporation Act.

                                      -1-
<PAGE>
 
     Under Section 1031 of the Oklahoma General Corporation Act, a corporation
may indemnify a director, officer, employee or agent of the corporation against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him or her if he or she acted in
good faith and in a manner he or she reasonably believed to be in or not opposed
to the best interests of the corporation and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his or her conduct was
unlawful.  In the case of an action brought by or in the right of a corporation,
the corporation may indemnify a director, officer, employee or agent of the
corporation against expenses (including attorneys' fees) actually and reasonably
incurred by him or her if he or she acted in good faith and in a manner he or
she reasonably believed to be in the best interests of the corporation, except
that no indemnification shall be made in respect of any claim, issue or matter
as to which such person shall have been adjudged to be liable to the corporation
unless a court finds that, in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such expenses as the
court shall deem proper.

     The Certificate of Incorporation provides that to the maximum extent
permitted by the Oklahoma General Corporation Act, a director of the Registrant
shall not be liable to the Registrant or its shareholders for monetary damages
for breach of fiduciary duty as a director.  The Oklahoma General Corporation
Act permits Oklahoma corporations to include in their certificates of
incorporation a provision eliminating or limiting director liability for
monetary damages arising from breaches of their fiduciary duty.  The only
limitations imposed under the statute and the Registrant's Certificate of
Incorporation are that the provision may not eliminate or limit a director's
liability (i) for breaches of the director's duty of loyalty to the corporation
or its shareholders, (ii) for acts or omissions not in good faith or involving
intentional misconduct or known violations or law, (iii) for the payment of
unlawful dividends or unlawful stock purchases or redemptions, or (iv) for
transactions in which the director derived an improper personal benefit.

     The foregoing summaries are necessarily subject to the complete text of the
statutes, the Certificate of Incorporation and By-Laws referred to above and are
qualified in their entirety by reference thereto.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8.  EXHIBITS*.

  4.1    ADDvantage Media Group, Inc. 1991 Employee Stock Plan (incorporated
         herein by reference to Exhibit 10.7 to the Registration Statement on
         Form S-18, File No. 33-39902-FW).
**5      Opinion of Conner & Winters, A Professional Corporation.
**23.1   Consent of Tullius Taylor Sartain & Sartain.

                                      -2-
<PAGE>
 
**23.2   Consent of Conner & Winters, A Professional Corporation (included in
         Exhibit 5 hereto).
**24     Power of Attorney (included in this Part II).
______________
*   Exhibits not included are not applicable.
**  Filed herewith.


ITEM 9.  UNDERTAKINGS.

     1.   The undersigned Registrant hereby undertakes:

          (a) To file, during any period in which offers or sales are being made
     of the securities registered hereby, 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 (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; and

              (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 the undertakings set forth in paragraphs (a)(1)(i)
     and (a)(1)(ii) above do not apply if the information required to be
     included in a post-effective amendment by those paragraphs is contained in
     periodic reports filed by the registrant pursuant to Section 13 or Section
     15(d) of the Exchange Act that are incorporated by reference in this
     Registration Statement.

          (b) 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.

          (c) 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.

     2.   The undersigned Registrant hereby further 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 (and, where applicable, each filing

                                      -3-
<PAGE>
 
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 that time shall be
deemed to be the initial bona fide offering thereof.

     3.   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
Securities Act and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.

                                      -4-
<PAGE>
 
                                  SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Tulsa, State of Oklahoma, on September 25, 1996.

                                    ADDVANTAGE MEDIA GROUP, INC.


                                    By:  /s/ CHARLES H. HOOD
                                       -------------------------------------
                                          Charles H. Hood
                                          President

                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Charles. H. Hood and Gary W. Young, and each of
them, his or her true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him or her in his or her name, place and
stead, in any and all capacities, to sign any or all amendments to this
Registration Statement, and to file the same, with all exhibits thereto, and all
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or any of them, or
their or his or her substitute or substitutes, may lawfully do or cause to be
done by virtue thereof.

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

           SIGNATURE                     TITLE                         DATE
           ---------                     -----                         ----

/s/ CHARLES H. HOOD           Chairman of the Board of        September 25, 1996
- -----------------------   Directors, Director and President  
Charles H. Hood            (principal executive officer)     
                                 
 
/s/ GARY W. YOUNG            Executive Vice President--       September 25, 1996
- -----------------------     Finance and Administration,
Gary W. Young                  Treasurer and Director
                            (principal accounting officer;
                              principal financial officer)
 

/s/ J. LARRE BARRETT                     Director             September 25, 1996
- -----------------------                                       
J. Larre Barrett

/s/ JOHN W. CONDON                       Director             September 25, 1996
- -----------------------                                            
John W. Condon
 

                                      -5-
<PAGE>
 
                               INDEX TO EXHIBITS
                               -----------------


                                        
 
Exhibit               Description
- -------               -----------

    4.1   ADDvantage Media Group, Inc. 1991 Employee Stock Plan (incorporated
          herein by reference to Exhibit 10.7 to the Registration Statement on
          Form S-18, File No. 33-39902-FW).
    5     Opinion of Conner & Winters, A Professional Corporation.
   23.1   Consent of Tullius Taylor Sartain & Sartain
   23.2   Consent of Conner & Winters, A Professional Corporation (included in
                Exhibit 5 hereto). 
   24     Power of Attorney.


                                      -6-
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 16575}]
{"company-data": {"conformed-name": "ADDVANTAGE MEDIA GROUP INC /OK", "cik": "0000874292", "assigned-sic": "5040", "irs-number": "731351610", "state-of-incorporation": "OK", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-12641", "film-number": "96634342"}, "business-address": {"street1": "5100 E SKELLY DR", "street2": "MERIDIAN TOWER SUITE 1080", "city": "TULSA", "state": "OK", "zip": "74135-6552", "phone": "9186658414"}, "mail-address": {"street1": "5100 EAST SKELLY DRIVE", "street2": "MERIDIAN TOWER SUITE 1080", "city": "TULSA", "state": "OK", "zip": "74135"}}
As filed with the Securities and Exchange Commission on September 25, 1996.
                                                    Registration No. 333-
================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549
                                _______________
                                   FORM S-8
            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                                _______________
                         ADDVANTAGE MEDIA GROUP, INC.
            (Exact name of registrant as specified in its charter)

          OKLAHOMA                                    73-1351610
(State or other jurisdiction of          (I.R.S. Employer Identification No.)
incorporation or organization)

                            5100 EAST SKELLY DRIVE
                          MERIDIAN TOWER, SUITE 1080
                            TULSA, OKLAHOMA  74135
         (Address, including zip code, of principal executive offices)
                                _______________

             ADDVANTAGE MEDIA GROUP, INC. 1991 EMPLOYEE STOCK PLAN
                           (Full title of the plan)
                                _______________

                                 GARY W. YOUNG
                         ADDVANTAGE MEDIA GROUP, INC.
                            5100 East Skelly Drive
                          Meridian Tower, Suite 1080
                            Tulsa, Oklahoma  74135
                                (918) 665-8414

 (Name, address, including zip code, and telephone number, including area code,
                             of agent for service)

                                  Copies to:
                               GREG S. SCHARLAU
                 CONNER & WINTERS, A PROFESSIONAL CORPORATION
                            2400 FIRST PLACE TOWER
                               15 E. 5TH STREET
                            TULSA, OKLAHOMA  74103
                                _______________

                        CALCULATION OF REGISTRATION FEE
=====================================================================================================
                                             Proposed maximum     Proposed maximum
 Title of securities         Amount           offering price          aggregate          Amount of
 to be registered     to be registered(1)     per share(2)       offering price(2)   Registration fee
- -----------------------------------------------------------------------------------------------------
Common Stock,          512,318 shares            $4.94               $2,530,851          $873   
 par value $.01 per
 share
======================================================================================================
(1)  The registration statement also includes an indeterminable number of
     additional shares that may become issuable as a result of terminated,
     expired or surrendered options or stock appreciation rights, or pursuant to
     the antidilution adjustment provisions of the plan.

(2)  Solely for the purpose of calculating the registration fee pursuant to Rule
     457(h) on the basis of the average of the closing bid and asked prices for
     the Common Stock on the OTC Bulletin Board on September 23, 1996.
PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN INFORMATION BY REFERENCE.

     The following documents filed by the Registrant with the Securities and
Exchange Commission (the "Commission") pursuant to the Securities Exchange Act
of 1934 (the "Exchange Act") are incorporated in this Registration Statement by
reference:

     (1) The Registrant's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1995;

     (2) The Registrant's Quarterly Reports on Form 10-QSB for the fiscal
quarters ended March 31, 1996 and June 30, 1996; and

     (3) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A filed with the Commission on
July 1, 1991.

     In addition, all documents filed by the Registrant pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold shall be deemed to be incorporated by
reference in this Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

     The class of securities to be offered is registered under Section 12 of the
Exchange Act.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
 
     The Registrant's Amended Certificate of Incorporation ("Certificate of
Incorporation") and Bylaws provide that each person who was or is made a party
to, or is involved in, any action, suit or proceeding by reason of the fact that
he or she was a director or officer of the Registrant (or was serving at the
request of the Registrant as a director, officer, employee or agent for another
entity) will be indemnified and held harmless by the Registrant, to the fullest
extent not prohibited by the Oklahoma General Corporation Act.

                                      -1-
Under Section 1031 of the Oklahoma General Corporation Act, a corporation
may indemnify a director, officer, employee or agent of the corporation against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him or her if he or she acted in
good faith and in a manner he or she reasonably believed to be in or not opposed
to the best interests of the corporation and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his or her conduct was
unlawful.  In the case of an action brought by or in the right of a corporation,
the corporation may indemnify a director, officer, employee or agent of the
corporation against expenses (including attorneys' fees) actually and reasonably
incurred by him or her if he or she acted in good faith and in a manner he or
she reasonably believed to be in the best interests of the corporation, except
that no indemnification shall be made in respect of any claim, issue or matter
as to which such person shall have been adjudged to be liable to the corporation
unless a court finds that, in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such expenses as the
court shall deem proper.

     The Certificate of Incorporation provides that to the maximum extent
permitted by the Oklahoma General Corporation Act, a director of the Registrant
shall not be liable to the Registrant or its shareholders for monetary damages
for breach of fiduciary duty as a director.  The Oklahoma General Corporation
Act permits Oklahoma corporations to include in their certificates of
incorporation a provision eliminating or limiting director liability for
monetary damages arising from breaches of their fiduciary duty.  The only
limitations imposed under the statute and the Registrant's Certificate of
Incorporation are that the provision may not eliminate or limit a director's
liability (i) for breaches of the director's duty of loyalty to the corporation
or its shareholders, (ii) for acts or omissions not in good faith or involving
intentional misconduct or known violations or law, (iii) for the payment of
unlawful dividends or unlawful stock purchases or redemptions, or (iv) for
transactions in which the director derived an improper personal benefit.

     The foregoing summaries are necessarily subject to the complete text of the
statutes, the Certificate of Incorporation and By-Laws referred to above and are
qualified in their entirety by reference thereto.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8.  EXHIBITS*.

  4.1    ADDvantage Media Group, Inc. 1991 Employee Stock Plan (incorporated
         herein by reference to Exhibit 10.7 to the Registration Statement on
         Form S-18, File No. 33-39902-FW).
**5      Opinion of Conner & Winters, A Professional Corporation.
**23.1   Consent of Tullius Taylor Sartain & Sartain.

                                      -2-
**23.2   Consent of Conner & Winters, A Professional Corporation (included in
         Exhibit 5 hereto).
**24     Power of Attorney (included in this Part II).
______________
*   Exhibits not included are not applicable.
**  Filed herewith.

ITEM 9.  UNDERTAKINGS.

     1.   The undersigned Registrant hereby undertakes:

          (a) To file, during any period in which offers or sales are being made
     of the securities registered hereby, 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 (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; and

              (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 the undertakings set forth in paragraphs (a)(1)(i)
     and (a)(1)(ii) above do not apply if the information required to be
     included in a post-effective amendment by those paragraphs is contained in
     periodic reports filed by the registrant pursuant to Section 13 or Section
     15(d) of the Exchange Act that are incorporated by reference in this
     Registration Statement.

          (b) 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.

          (c) 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.

     2.   The undersigned Registrant hereby further 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 (and, where applicable, each filing

                                      -3-
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 that time shall be
deemed to be the initial bona fide offering thereof.

     3.   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
Securities Act and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.

                                      -4-
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 Tulsa, State of Oklahoma, on September 25, 1996.

                                    ADDVANTAGE MEDIA GROUP, INC.

                                    By:  /s/ CHARLES H. HOOD
                                       -------------------------------------
                                          Charles H. Hood
                                          President

                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Charles. H. Hood and Gary W. Young, and each of
them, his or her true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him or her in his or her name, place and
stead, in any and all capacities, to sign any or all amendments to this
Registration Statement, and to file the same, with all exhibits thereto, and all
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or any of them, or
their or his or her substitute or substitutes, may lawfully do or cause to be
done by virtue thereof.

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

           SIGNATURE                     TITLE                         DATE
           ---------                     -----                         ----

/s/ CHARLES H. HOOD           Chairman of the Board of        September 25, 1996
- -----------------------   Directors, Director and President  
Charles H. Hood            (principal executive officer)     
                                 
 
/s/ GARY W. YOUNG            Executive Vice President--       September 25, 1996
- -----------------------     Finance and Administration,
Gary W. Young                  Treasurer and Director
                            (principal accounting officer;
                              principal financial officer)
 

/s/ J. LARRE BARRETT                     Director             September 25, 1996
- -----------------------                                       
J. Larre Barrett

/s/ JOHN W. CONDON                       Director             September 25, 1996
- -----------------------                                            
John W. Condon
 

                                      -5-
INDEX TO EXHIBITS
                               -----------------

                                        
 
Exhibit               Description
- -------               -----------

    4.1   ADDvantage Media Group, Inc. 1991 Employee Stock Plan (incorporated
          herein by reference to Exhibit 10.7 to the Registration Statement on
          Form S-18, File No. 33-39902-FW).
    5     Opinion of Conner & Winters, A Professional Corporation.
   23.1   Consent of Tullius Taylor Sartain & Sartain
   23.2   Consent of Conner & Winters, A Professional Corporation (included in
                Exhibit 5 hereto). 
   24     Power of Attorney.

                                      -6-