<PAGE>
 
   As filed with the Securities and Exchange Commission on December 1, 1997.
                                                     Registration No. 333-______
--------------------------------------------------------------------------------
                                                                                
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

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

                                   FORM S-8

                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933
                               ----------------

                           ELECTROPHARMACOLOGY, INC.
            (Exact name of registrant as specified in its charter)

          DELAWARE                                          954315412
(State or other jurisdiction                            (I.R.S. Employer
of incorporation or organization)                       Identification No.)

                        2301 N.W. 33RD COURT, SUITE 102
                         POMPANO BEACH, FLORIDA 33069
                                (954) 975-9818
   (Address, including zip code, and telephone number, including area code,
                 of registrant's principal executive offices)

                CONSULTING AGREEMENT, dated November 25, 1997,
                       between Electropharmacology, Inc.
                       and 20th Century Associates, Inc.
                           (Full title of the plan)

                                 DR. ARUP SEN
                     President and Chief Executive Officer
                           Electropharmacology, Inc.
                        2301 N.W. 33rd Court, Suite 102
                         Pompano Beach, Florida 33069
                                (954) 975-9818
                    (Name, address, including zip code, and
                    telephone number, including area code,
                             of agent for service)

                                With copies to:

                          Stephen L. Fluckiger, Esq.
                          Jones, Day, Reavis & Pogue
                           2300 Trammell Crow Center
                               2001 Ross Avenue
                              Dallas, Texas 75201
                                (214) 220-3939


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

                        CALCULATION OF REGISTRATION FEE
================================================================================
                                          Proposed    Proposed
                                          Maximum     Maximum
Title of                   Amount         Offering    Aggregate      Amount of
Securities to               to be         Price per   Offering    Registration
be Registered             Registered (1)  Share (2)   Price (2)       Fee (3)
--------------------------------------------------------------------------------
Common Stock, par value 
$0.01 per share             350,000         $0.40     $140,000        $43.00
================================================================================

 (1) Represents shares issued as compensation pursuant to a Consulting
     Agreement, dated November 25, 1997, by and between 20th Century Associates,
     Inc. and Electropharmacology, Inc.
 (2) The registration fee with respect to these shares has been computed in
     accordance with paragraphs (c) and  (h) of Rule 457, based upon the average
     of the high and the low prices of the common stock, par value $0.01 per
     share, of Electropharmacology, Inc. ("EPi Common Stock") on November 24,
     1997 as reported on the Nasdaq OTC Bulletin Board.
 (3) Represents 1/33rd of one percent of the proposed maximum aggregate offering
     price of the EPi Common Stock registered pursuant to this Registration
     Statement.
<PAGE>
 
                               EXPLANATORY NOTE

    The information called for by Part I of Form S-8 is included in the
description of the Consulting Agreement (the "Agreement"), dated November 25,
1997, by and between 20th Century Associates, Inc. and Electropharmacology, Inc.
(the "Company") to be delivered to persons receiving shares pursuant to the
Agreement.  Pursuant to the Note to Part I of Form S-8, this information is not
being filed with or included in this Form S-8.


                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT



     ITEM 3.  Incorporation of Documents by Reference.

     The following documents, which have been filed with the Securities and
Exchange Commission (the "Commission") by the Company are incorporated by
reference, as of their respective dates, in this Registration Statement:

     (a) The Company's Annual Report on Form 10-KSB and Amendment Nos. 1, 2 and
         3 thereto for the fiscal year ended December 31, 1996;

     (b) The Company's Quarterly Reports on Form 10-QSB, as amended, for the
         periods ended March 31, 1997, June 30, 1997 and September 30, 1997;

     (c) The Company's Current Reports on Form 8-K filed January 17, 1997,
         February 13, 1997, March 27, 1997, April 4, 1997, May 7, 1997, June 11,
         1997, July 21, 1997, July 25, 1997, August 11, 1997, September 11, 1997
         and September 25, 1997; and

     (d) The description of the Company's common stock, par value $0.01 per
         share (the "Common Stock"), contained in the Company's Registration
         Statement on Form SB-2 (Commission File No. 33-87934-A), declared
         effective on May 12, 1995.

In addition, all documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing of such documents.  Any statement contained herein or in
a document incorporated or deemed to be incorporated by reference herein shall
be deemed to be modified or superseded for all purposes of this Registration
Statement to the extent that a statement contained herein or therein or in any
other subsequently filed document that 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 6.  Indemnification of Directors and Officers.

     Section 145 of the Delaware General Corporation Law (the "DGCL") empowers a
corporation to indemnify its directors and officers or former directors or
officers and to purchase insurance with respect to liability arising out of
their capacity or status as directors and officers. Such law provides further
that the indemnification permitted thereunder shall not be deemed exclusive of
any other rights to which the directors and officers may be entitled under a
corporation's certificate of incorporation, bylaws, any agreement or otherwise.

     Reference is made to Article Ninth of the Company's Certificate of
Incorporation, as amended (the "Certificate"), which Certificate appears as
Exhibit 4.1 to the Registration Statement of which this Prospectus is a part.
Article Ninth provides for the indemnification of directors and officers.
Reference is also made to Article Tenth of the Certificate which limits the
liability of directors to the full extent permitted by the DGCL.

                                      II-1
<PAGE>
 
     Reference is made to Article XVII of the Company's By-laws, which appear as
Exhibit 4.2 to the Registration Statement of which this Prospectus is a part.
Article XVII provides for the indemnification of directors and officers to the
full extent permitted by the DGCL.

     Sections 7 and 8 of the Underwriting Agreement dated May 12, 1995 between
the Company and Paragon Capital Corporation provide for the indemnification of
the Company's officers, directors and control persons under certain
circumstances.

     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 Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable.


     ITEM 8.  Exhibits.

     The following is a list of all exhibits filed as a part of this
Registration Statement on Form S-8, including those incorporated herein by
reference.

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

  4.1      Certificate of Incorporation, as amended. (1)

  4.2      By-laws. (2)

  5.1      Opinion of Jones, Day, Reavis & Pogue. (3)

 23.1      Consent of Ernst & Young LLP. (3)

 23.2      Consent of BDO Seidman, LLP. (3)

 23.3      Consent of Jones, Day, Reavis & Pogue is contained in the opinion
            filed as Exhibit 5.1 hereto.

 24.1      Power of attorney. (Included on Signature Page hereof.)

 99.1      Consulting Agreement, dated November 25, 1997, by and between 20th
            Century Associates, Inc. and the Company. (3)

---------------
(1) Previously filed as an exhibit to the Company's Annual Report on Form 10-KSB
    for the year ended December 31, 1995 and incorporated herein by reference.
(2) Previously filed as an exhibit to the Company's Registration Statement on
    Form SB-2 (No. 33-87934-A) and incorporated herein by reference.
(3) Filed herewith.
 
ITEM 9.  Undertakings.

     A. The undersigned Registrant hereby undertakes:

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

             (i) to include any prospectus required by Section 10(a)(3) of the
          Securities Act;

             (ii) to reflect in the prospectus any facts or events arising after
          the effective date of the 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 the Registration Statement.  Notwithstanding the foregoing, any
          increase or decrease in volume of securities offered (if the total
          dollar value of securities offered would not exceed that which was
          registered) and any deviation from the low or high end of the
          estimated maximum offering range may be reflected in the form of a
          prospectus filed with the Commission pursuant to Rule 424(b) if, in
          the aggregate, the changes in volume and price represent no more than
          a 

                                      II-2
<PAGE>
 
          20% change in the maximum aggregate offering price set forth in the
          "Calculation of Registration Fee" table in the effective 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 paragraphs (A)(1)(i) and (A)(1)(ii) 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;

       (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 offering.

     B.   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 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 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 Securities Act and will be governed by the final
adjudication of such issue.

                                      II-3
<PAGE>
 
                                  SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Company
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 Pompano Beach, State of Florida on November 26, 1997.

                                        ELECTROPHARMACOLOGY, INC.


                                        By: /s/ Dr. Arup Sen
                                            ---------------------------------
                                                    Dr. Arup Sen
                                        President and Chief Executive Officer


     Each person whose signature appears below authorizes Dr. Arup Sen and David
Saloff, each of whom may act without joinder of the other, to execute in the
name of each such person who is then an officer or director of the Registrant
and to file any amendments to this Registration Statement necessary or advisable
to enable the Registrant to comply with the Securities Act of 1933, as amended,
and any rules, regulations and requirements of the Securities and Exchange
Commission, in respect thereof, in connection with the registration of the
securities which are the subject of this Registration Statement, which
amendments may make such changes in the Registration Statement as such attorney
may deem appropriate.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on November 26, 1997.


       Signatures                    Title
       ----------                    -----
 
 
/s/ Arup Sen                    Chairman of the Board
------------------------        and Chief Executive Officer
Arup Sen
 
/s/ David Saloff                Chief Financial Officer
------------------------
David Saloff
 
/s/ Murray Feldman                   Director
------------------------
Murray Feldman
 
/s/ Larry Haimovitch                 Director
------------------------
Larry Haimovitch
 
                                     Director
------------------------
Steven Mayer

                                      II-4
<PAGE>
 
                               INDEX TO EXHIBITS
Exhibit
Number     Description of Exhibit
-------    ----------------------
  4.1      Certificate of Incorporation, as amended. (1)

  4.2      By-laws. (2)

  5.1      Opinion of Jones, Day, Reavis & Pogue. (3)

 23.1      Consent of Ernst & Young LLP. (3)

 23.2      Consent of BDO Seidman, LLP. (3)

 23.3      Consent of Jones, Day, Reavis & Pogue is contained in the opinion
            filed as Exhibit 5.1 hereto.

 24.1      Power of attorney.  (Included on Signature Page hereof.)

 99.1      Consulting Agreement, dated November 25, 1997, by and between 20th
            Century Associates, Inc. and the Company. (3)
_______________

(1) Previously filed as an exhibit to the Company's Annual Report on Form 10-KSB
    for the year ended December 31, 1995 and incorporated herein by reference.
(2) Previously filed as an exhibit to the Company's Registration Statement on
    Form SB-2 (No. 33-87934-A) and incorporated herein by reference.
(3) Filed herewith.

                                      II-5
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 17090}]
{"company-data": {"conformed-name": "ELECTROPHARMACOLOGY INC", "cik": "0000934849", "assigned-sic": "3845", "irs-number": "954315412", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-41303", "film-number": "97730782"}, "business-address": {"street1": "2301 NW 33RD COURT", "street2": "STE 102", "city": "POMPANO", "state": "FL", "zip": "33069", "phone": "3059759818"}}
As filed with the Securities and Exchange Commission on December 1, 1997.
                                                     Registration No. 333-______
--------------------------------------------------------------------------------
                                                                                
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

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

                                   FORM S-8

                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933
                               ----------------

                           ELECTROPHARMACOLOGY, INC.
            (Exact name of registrant as specified in its charter)

          DELAWARE                                          954315412
(State or other jurisdiction                            (I.R.S. Employer
of incorporation or organization)                       Identification No.)

                        2301 N.W. 33RD COURT, SUITE 102
                         POMPANO BEACH, FLORIDA 33069
                                (954) 975-9818
   (Address, including zip code, and telephone number, including area code,
                 of registrant's principal executive offices)

                CONSULTING AGREEMENT, dated November 25, 1997,
                       between Electropharmacology, Inc.
                       and 20th Century Associates, Inc.
                           (Full title of the plan)

                                 DR. ARUP SEN
                     President and Chief Executive Officer
                           Electropharmacology, Inc.
                        2301 N.W. 33rd Court, Suite 102
                         Pompano Beach, Florida 33069
                                (954) 975-9818
                    (Name, address, including zip code, and
                    telephone number, including area code,
                             of agent for service)

                                With copies to:

                          Stephen L. Fluckiger, Esq.
                          Jones, Day, Reavis & Pogue
                           2300 Trammell Crow Center
                               2001 Ross Avenue
                              Dallas, Texas 75201
                                (214) 220-3939

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

                        CALCULATION OF REGISTRATION FEE
================================================================================
                                          Proposed    Proposed
                                          Maximum     Maximum
Title of                   Amount         Offering    Aggregate      Amount of
Securities to               to be         Price per   Offering    Registration
be Registered             Registered (1)  Share (2)   Price (2)       Fee (3)
--------------------------------------------------------------------------------
Common Stock, par value 
$0.01 per share             350,000         $0.40     $140,000        $43.00
================================================================================

 (1) Represents shares issued as compensation pursuant to a Consulting
     Agreement, dated November 25, 1997, by and between 20th Century Associates,
     Inc. and Electropharmacology, Inc.
 (2) The registration fee with respect to these shares has been computed in
     accordance with paragraphs (c) and  (h) of Rule 457, based upon the average
     of the high and the low prices of the common stock, par value $0.01 per
     share, of Electropharmacology, Inc. ("EPi Common Stock") on November 24,
     1997 as reported on the Nasdaq OTC Bulletin Board.
 (3) Represents 1/33rd of one percent of the proposed maximum aggregate offering
     price of the EPi Common Stock registered pursuant to this Registration
     Statement.
EXPLANATORY NOTE

    The information called for by Part I of Form S-8 is included in the
description of the Consulting Agreement (the "Agreement"), dated November 25,
1997, by and between 20th Century Associates, Inc. and Electropharmacology, Inc.
(the "Company") to be delivered to persons receiving shares pursuant to the
Agreement.  Pursuant to the Note to Part I of Form S-8, this information is not
being filed with or included in this Form S-8.

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     ITEM 3.  Incorporation of Documents by Reference.

     The following documents, which have been filed with the Securities and
Exchange Commission (the "Commission") by the Company are incorporated by
reference, as of their respective dates, in this Registration Statement:

     (a) The Company's Annual Report on Form 10-KSB and Amendment Nos. 1, 2 and
         3 thereto for the fiscal year ended December 31, 1996;

     (b) The Company's Quarterly Reports on Form 10-QSB, as amended, for the
         periods ended March 31, 1997, June 30, 1997 and September 30, 1997;

     (c) The Company's Current Reports on Form 8-K filed January 17, 1997,
         February 13, 1997, March 27, 1997, April 4, 1997, May 7, 1997, June 11,
         1997, July 21, 1997, July 25, 1997, August 11, 1997, September 11, 1997
         and September 25, 1997; and

     (d) The description of the Company's common stock, par value $0.01 per
         share (the "Common Stock"), contained in the Company's Registration
         Statement on Form SB-2 (Commission File No. 33-87934-A), declared
         effective on May 12, 1995.

In addition, all documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing of such documents.  Any statement contained herein or in
a document incorporated or deemed to be incorporated by reference herein shall
be deemed to be modified or superseded for all purposes of this Registration
Statement to the extent that a statement contained herein or therein or in any
other subsequently filed document that 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 6.  Indemnification of Directors and Officers.

     Section 145 of the Delaware General Corporation Law (the "DGCL") empowers a
corporation to indemnify its directors and officers or former directors or
officers and to purchase insurance with respect to liability arising out of
their capacity or status as directors and officers. Such law provides further
that the indemnification permitted thereunder shall not be deemed exclusive of
any other rights to which the directors and officers may be entitled under a
corporation's certificate of incorporation, bylaws, any agreement or otherwise.

     Reference is made to Article Ninth of the Company's Certificate of
Incorporation, as amended (the "Certificate"), which Certificate appears as
Exhibit 4.1 to the Registration Statement of which this Prospectus is a part.
Article Ninth provides for the indemnification of directors and officers.
Reference is also made to Article Tenth of the Certificate which limits the
liability of directors to the full extent permitted by the DGCL.

                                      II-1
Reference is made to Article XVII of the Company's By-laws, which appear as
Exhibit 4.2 to the Registration Statement of which this Prospectus is a part.
Article XVII provides for the indemnification of directors and officers to the
full extent permitted by the DGCL.

     Sections 7 and 8 of the Underwriting Agreement dated May 12, 1995 between
the Company and Paragon Capital Corporation provide for the indemnification of
the Company's officers, directors and control persons under certain
circumstances.

     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 Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable.

     ITEM 8.  Exhibits.

     The following is a list of all exhibits filed as a part of this
Registration Statement on Form S-8, including those incorporated herein by
reference.

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

  4.1      Certificate of Incorporation, as amended. (1)

  4.2      By-laws. (2)

  5.1      Opinion of Jones, Day, Reavis & Pogue. (3)

 23.1      Consent of Ernst & Young LLP. (3)

 23.2      Consent of BDO Seidman, LLP. (3)

 23.3      Consent of Jones, Day, Reavis & Pogue is contained in the opinion
            filed as Exhibit 5.1 hereto.

 24.1      Power of attorney. (Included on Signature Page hereof.)

 99.1      Consulting Agreement, dated November 25, 1997, by and between 20th
            Century Associates, Inc. and the Company. (3)

---------------
(1) Previously filed as an exhibit to the Company's Annual Report on Form 10-KSB
    for the year ended December 31, 1995 and incorporated herein by reference.
(2) Previously filed as an exhibit to the Company's Registration Statement on
    Form SB-2 (No. 33-87934-A) and incorporated herein by reference.
(3) Filed herewith.
 
ITEM 9.  Undertakings.

     A. The undersigned Registrant hereby undertakes:

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

             (i) to include any prospectus required by Section 10(a)(3) of the
          Securities Act;

             (ii) to reflect in the prospectus any facts or events arising after
          the effective date of the 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 the Registration Statement.  Notwithstanding the foregoing, any
          increase or decrease in volume of securities offered (if the total
          dollar value of securities offered would not exceed that which was
          registered) and any deviation from the low or high end of the
          estimated maximum offering range may be reflected in the form of a
          prospectus filed with the Commission pursuant to Rule 424(b) if, in
          the aggregate, the changes in volume and price represent no more than
          a 

                                      II-2
20% change in the maximum aggregate offering price set forth in the
          "Calculation of Registration Fee" table in the effective 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 paragraphs (A)(1)(i) and (A)(1)(ii) 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;

       (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 offering.

     B.   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 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 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 Securities Act and will be governed by the final
adjudication of such issue.

                                      II-3
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Company
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 Pompano Beach, State of Florida on November 26, 1997.

                                        ELECTROPHARMACOLOGY, INC.

                                        By: /s/ Dr. Arup Sen
                                            ---------------------------------
                                                    Dr. Arup Sen
                                        President and Chief Executive Officer

     Each person whose signature appears below authorizes Dr. Arup Sen and David
Saloff, each of whom may act without joinder of the other, to execute in the
name of each such person who is then an officer or director of the Registrant
and to file any amendments to this Registration Statement necessary or advisable
to enable the Registrant to comply with the Securities Act of 1933, as amended,
and any rules, regulations and requirements of the Securities and Exchange
Commission, in respect thereof, in connection with the registration of the
securities which are the subject of this Registration Statement, which
amendments may make such changes in the Registration Statement as such attorney
may deem appropriate.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on November 26, 1997.

       Signatures                    Title
       ----------                    -----
 
 
/s/ Arup Sen                    Chairman of the Board
------------------------        and Chief Executive Officer
Arup Sen
 
/s/ David Saloff                Chief Financial Officer
------------------------
David Saloff
 
/s/ Murray Feldman                   Director
------------------------
Murray Feldman
 
/s/ Larry Haimovitch                 Director
------------------------
Larry Haimovitch
 
                                     Director
------------------------
Steven Mayer

                                      II-4
INDEX TO EXHIBITS
Exhibit
Number     Description of Exhibit
-------    ----------------------
  4.1      Certificate of Incorporation, as amended. (1)

  4.2      By-laws. (2)

  5.1      Opinion of Jones, Day, Reavis & Pogue. (3)

 23.1      Consent of Ernst & Young LLP. (3)

 23.2      Consent of BDO Seidman, LLP. (3)

 23.3      Consent of Jones, Day, Reavis & Pogue is contained in the opinion
            filed as Exhibit 5.1 hereto.

 24.1      Power of attorney.  (Included on Signature Page hereof.)

 99.1      Consulting Agreement, dated November 25, 1997, by and between 20th
            Century Associates, Inc. and the Company. (3)
_______________

(1) Previously filed as an exhibit to the Company's Annual Report on Form 10-KSB
    for the year ended December 31, 1995 and incorporated herein by reference.
(2) Previously filed as an exhibit to the Company's Registration Statement on
    Form SB-2 (No. 33-87934-A) and incorporated herein by reference.
(3) Filed herewith.

                                      II-5