As filed with the Securities and Exchange Commission on July 10, 1996

                                                        File No. 333-_______
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

                           DCC COMPACT CLASSICS, INC.
               (Exact name of issuer as specified in its charter)

            Colorado                                         84-1046186
   (State or other jurisdiction                           (I.R.S. Employer
  of incorporation or organization)                      Identification No.)

       9301 Jordan Avenue
          Suite 105
     Chatsworth, California                                    91311
(Address of principal executive offices)                     (Zip Code)

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

             CONSULTING AND STOCK OPTION AGREEMENT WITH GARY GILLMAN
              COMMON STOCK PURCHASE WARRANT WITH MARSHALL BLONSTEIN
                            (Full title of the plan)

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

                               Marshall Blonstein
                          9301 Jordan Avenue, Suite 105
                          Chatsworth, California 91311
                     (Name and address of agent for service)

                                    Copy to:

                               Jim Schneider, Esq.
                      Atlas, Pearlman, Trop & Borkson, P.A.
                     200 East Las Olas Boulevard, Suite 1900
                         Fort Lauderdale, Florida 33301
                                 (305) 763-1200

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





<PAGE>



                         CALCULATION OF REGISTRATION FEE
================================================================================
                                       Proposed    Proposed
                                       maximum     maximum
                                       offering    aggregate    Amount of
Title of securities   Amount to be     price per   offering   registration
 to be registered     registered(1)    share(1)    price(1)        fee(2)
================================================================================

Common Stock
($.005 par value)

                     10,000 shares       $.10      $ 1,000          $   .34
                    200,000 shares       $.13     $ 26,000          $  8.97
                    200,000 shares       $.13     $ 26,000          $  8.97
                                                  --------

                                                  $ 53,000          $100.00

================================================================================

(1)   Pursuant to Rule 457(h),  the maximum  offering price was calculated based
      upon the exercise price of the Options described herein.

(2)   The registration fee represents the minimum prescribed fee.


























                                      ii



<PAGE>



                           DCC COMPACT CLASSICS, INC.

         CROSS REFERENCE SHEET REQUIRED BY ITEM 501(b) OF REGULATION S-K



            Form S-8 Item Number
                and Caption                     Caption in Prospectus
            --------------------                ---------------------
  
 1.   Forepart of Registration State-           Facing Page of Registration
      ment and Outside Front Cover              Statement and Cover Page of
      Page of Prospectus                        Prospectus

 2.   Inside Front and Outside Back             Inside Cover Page of Pro-
      Cover Pages of Prospectus                 spectus and Outside Cover
                                                Page of Prospectus

 3.   Summary Information, Risk Fac-            Not Applicable
      tors and Ratio of Earnings to
      Fixed Charges

 4.   Use of Proceeds                           Not Applicable

 5.   Determination of Offering Price           Not Applicable

 6.   Dilution                                  Not Applicable

 7.   Selling Security Holders                  Sales by Selling Security
                                                Holders

 8.   Plan of Distribution                      Cover Page of Prospectus
                                                and Sales by Selling
                                                Security Holders

 9.   Description of Securities to be           Description of Securities;
      Registered                                Consulting and Stock
                                                Option Agreement with
                                                Gary Gillman and Warrant
                                                with Marshall Blonstein.

10.   Interests of Named Experts and            Not Applicable
      Counsel

11.   Material Changes                          Not Applicable

12.   Incorporation of Certain Infor-           Incorporation of Certain
      mation by Reference                       Documents by Reference

13.   Disclosure of Commission Posi-            Indemnification; Undertak-
      tion on Indemnification for               ings
      Securities Act Liabilities

                                     iii


<PAGE>

PROSPECTUS
                           DCC COMPACT CLASSICS, INC.

                         410,000 Shares of Common Stock
                                ($.005 par value)

                         Issued Pursuant to Exercise of
                           Options under the Company's
             Consulting and Stock Option Agreement with Gary Gillman
         and Warrants under the Company's Common Stock Purchase Warrant
                             with Marshall Blonstein

      This  Prospectus is part of a Registration  Statement  which  registers an
aggregate 410,000 shares of Common Stock ("Common Stock"), $.005 par value (such
shares being  referred to as the  "Shares") of DCC Compact  Classics,  Inc. (the
"Company")  which  may be  issued  upon the  exercise  of  certain  options  and
warrants,  as set forth  herein,  to:  (i) Gary  Gillman,  a  consultant  to and
director of the  Company,  pursuant  to a written  Consulting  and Stock  Option
Agreement  dated March 8, 1996 (the "Gillman Option  Agreement"),  providing for
the issuance of options to purchase shares of Common Stock,  10,000 of which are
being registered  hereby;and (ii) Marshall  Blonstein,  the CEO, President and a
director  of the  Company  ("Blonstein"),  pursuant  to a written  Common  Stock
Purchase  Warrant  dated April 1, 1994,  as amended (the  "Blonstein  Warrant"),
providing  for the  issuance of warrants  to  purchase  shares of Common  Stock,
200,000 of which are being  registered  hereby.  Gillman and  Blonstein in their
capacity  as selling  shareholders,  may  sometimes  hereafter  be  collectively
referred to as the "Selling  Security  Holders." The Company has been advised by
the Selling  Security Holders that each of them may sell all or a portion of the
Shares  from  time  to  time  in  the  over-the-counter   market  in  negotiated
transactions,  directly or through  brokers or  otherwise,  and that such shares
will be  sold at  market  prices  prevailing  at the  time of such  sales  or at
negotiated  prices,  and the Company  will not receive  any  proceeds  from such
sales.

      No person has been authorized by the Company to give any information or to
make any representation other than as contained in this Prospectus, and if given
or made, such  information or  representation  must not be relied upon as having
been authorized by the Company.  Neither the delivery of this Prospectus nor any
distribution  of the shares of the  Gillman  Incentive  Stock nor the  Blonstein
Incentive  Stock issuable  pursuant to the terms of the Option  Agreement or the
Blonstein Warrant,  respectively,  shall,  under any  circumstances,  create any
implication  that there has been no change in the affairs of the  Company  since
the date hereof.
                               ------------------

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

      THIS  PROSPECTUS  DOES NOT  CONSTITUTE AN OFFER TO SELL  SECURITIES IN ANY
STATE TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER IN SUCH STATE.

                 The date of this Prospectus is July 10, 1996.


<PAGE>



                             AVAILABLE INFORMATION

      The Company is subject to the informational requirements of the Securities
Exchange  Act of 1934,  as amended  (the  "Exchange  Act"),  and, in  accordance
therewith,  files  reports,  proxy  statements  and other  information  with the
Securities and Exchange Commission (the "Commission"). Reports, proxy statements
and other  information  filed with the Commission can be inspected and copied at
the public  reference  facilities of the  Commission at 450 Fifth Street,  N.W.,
Washington,  D.C.  20549.  Copies  of this  material  can  also be  obtained  at
prescribed  rates from the Public  Reference  Section of the  Commission  at its
principal  office  at 450  Fifth  Street,  N.W.,  Washington,  D.C.  20549.  The
Company's Common Stock is traded in the over-the-counter  market on NASDAQ under
the symbol "DCCC."

      The Company has filed with the Commission a Registration Statement on Form
S-8 (the "Registration  Statement") under the Securities Act of 1933, as amended
(the "Act"),  with respect to the resale of up to an aggregate of 410,000 shares
of the Company's Common Stock, to be issued to a consultant and directors of the
Company upon  exercise of certain  options and warrants  pursuant to the written
Gillman Option Agreement and the Blonstein  Warrant.  This Prospectus,  which is
Part I of the Registration Statement, omits certain information contained in the
Registration Statement.  For further information with respect to the Company and
the shares of the Common Stock offered by this Prospectus,  reference is made to
the Registration Statement,  including the exhibits thereto.  Statements in this
Prospectus as to any document are not necessarily  complete,  and where any such
document  is an exhibit to the  Registration  Statement  or is  incorporated  by
reference  herein,  each such  statement  is  qualified  in all  respects by the
provisions of such exhibit or other document, to which reference is hereby made,
for a full  statement  of the  provisions  thereof.  A copy of the  Registration
Statement,  with  exhibits,  may be  obtained  from the  Commission's  office in
Washington,  D.C. (at the above address) upon payment of the fees  prescribed by
the rules and regulations of the Commission, or examined there without charge.

                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

      The  following  documents  filed by the Company  with the  Commission  are
incorporated herein by reference and made a part hereof:

      1.    The Company's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1994.

      2.    The Company's Form 10-QSB Quarterly Report for the  quarterly period
ended March 31, 1995.






                                        2


<PAGE>



      3.    The Company's Form 10-QSB Quarterly Report for the  quarterly period
ended June 30, 1995.

      4.    The Company's Form 10-QSB Quarterly Report for the  quarterly period
ended September 30, 1995.

      5.    The Company's Form 10-KSB Annual Report for the year
ended December 31, 1995.

      All reports and documents filed by the Company  pursuant to Section 13, 14
or 15(d) of 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  herein and to be a part hereof from the  respective
date of filing of such documents. Any statement incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this  Prospectus to
the extent that a statement  contained herein or in any other subsequently filed
document,  which also is or is deemed to be  incorporated  by reference  herein,
modifies or supersedes  such  statement.  Any  statement  modified or superseded
shall not be deemed, except as so modified or superseded,  to constitute part of
this Prospectus.

      The Company  hereby  undertakes to provide  without charge to each person,
including  any  beneficial  owner,  to whom a copy of the  Prospectus  has  been
delivered,  on the written or oral request of any such person,  a copy of any or
all of the documents referred to above which have been or may be incorporated by
reference in this  Prospectus,  other than exhibits to such  documents.  Written
requests for such copies should be directed to Corporate Secretary,  DCC Compact
Classics,  Inc., 9301 Jordan Avenue,  Suite 105,  Chatsworth,  California 91311,
Telephone (818) 993-8822.





















                                        3


<PAGE>



                                   THE COMPANY

      DCC Compact Classics,  Inc. (the "Company") was incorporated as a Colorado
corporation  on February  20,  1986,  and on October  19,  1987,  completed  the
acquisition  of Dunhill  Compact  Classics,  Inc., a  privately-held  California
corporation.  The focus of the Company's  operations  following such acquisition
was to establish a  specialized  niche in the  then-emerging  market for compact
discs ("CDs").  The emergence of compact disc technology in the early 1980's led
to segments of the consuming  public  replacing  their  collections of vinyl and
audio  cassettes  with the superior  quality and  convenience  of compact discs.
Classical  music  listeners  were the  first  segment  to  accept  compact  disc
technology  and the initial  discs made  available  were  comprised of classical
albums.  Since that time there has been substantial  acceptance of compact discs
for all types of music,  including  classical,  jazz, rock and oldies.  Sales of
compact discs are growing  rapidly and by the end of 1994  represented in excess
of 70% of all music sales in the $12 billion record industry.

      A predominant  portion of the Company's  manufacturing  process utilizes a
coating of 24K gold and a  proprietary  vintage  vacuum  tube  system  which are
considered by various  audiophiles to have a superior  phonic  quality  compared
with  standard  CDs,  and  thereby  can be sold at a  premium  in  excess of the
incremental  manufacturing  costs.  The Company is presently one of the industry
leaders  in the sale of 24K gold CDs and has  license  rights  to the  exclusive
exportation  of 24K gold CDs  albums  by such  artists  as  Frank  Sinatra,  Ray
Charles,  Bob Dylan, The Doors, The Eagles, Paul McCartney,  Cream, Miles Davis,
Creedence  Clearwater  Revival,  Joni  Mitchell,  The Steve  Miller Bank and Bob
Seger. The Company has  successfully  exploited the consumer demand for reissues
and compilations of music originally  issued on vinyl and audio cassettes.  This
has been  achieved  through the purchase,  exploitation  and sale of catalogs of
music  masters  and by  licensing  rights  from  others  to  music  masters  for
exploitation.  The  Company's  basic  concept has been to provide the  listening
public a compact disc line that specializes in contemporary music which includes
jazz, classical and oldies and the 24K gold limited edition series. In addition,
the Company has  developed  "Collection"  series  which  features  the best of a
certain performance era or type of music.

      Since  formation of the Company in February  1986, the Company has entered
into  licensing  agreements  with major record labels  throughout  the industry,
including Sony, MCA, Warner,  Elektra,  Atlantic,  Arista,  Capitol and Polygram
among others. Typically,  licensing agreements range from three to five years in
term with  possible  renewal  options.  Royalties  are paid to the  licensor  at
between $.55 to $6.00 per unit sold for the term of the agreement. The licensing
agreements grant the Company the exclusive or non-exclusive right to take master







                                        4


<PAGE>


recordings  of many top artists for the purpose of enhancing  the sound  quality
through digital sound  recording  process and then to market under the Company's
trade label the individual  recordings or  compilations in the form of a compact
disc. At the present time, most of the major music  recording  companies are not
seeking to develop this  specialized  niche on a  proprietary  basis and rely on
specialty  operations  such as the  Company for the  development  of the reissue
market.  The Company follows the normal practice for independent  record labels,
which entails subcontracting manufacturing,  field sales, physical distribution,
billing and collections to specialized entities providing the services.

      Commencing in 1994, the Company  formed a strategic  alliance with Romance
Alive Audio, Inc. to enter into the emerging market for audio books with a focus
on romance  novels.  Romance Alive Audio operates out of the same  facilities as
the Company,  specializes in publishing  romance  novels on audio  cassettes and
markets such audio cassettes through chain stores,  supermarkets and traditional
book  outlets.  The Company has  completed  signings  with  numerous  well-known
authors in this field and has the potential to become a recognized  publisher of
women's romance novels on audio cassettes in the United States.

      The  Company's  offices  are  located at 9301  Jordan  Avenue,  Suite 105,
Chatsworth,  California  91311,  the  telephone  number of the  Company is (818)
993-8822.

             CONSULTING AND STOCK OPTION AGREEMENT WITH GARY GILLMAN

      On November 21, 1991,  the Company  entered  into an oral  Consulting  and
Stock Option  Agreement with Gary Gillman  (reduced to writing on March 8, 1996)
to which the Company agreed to issue to the Consultant  options (the  "Options")
to purchase 25,000 Shares in consideration for certain financial, administrative
and accounting services to be provided to the Company on an as-needed basis. Mr.
Gillman has also served as a director of the Company since 1993. The Options are
exercisable  at $.10 per share of Common Stock on or prior to November 20, 1996.
At this time the Company is  registering  10,000 of the 25,000  shares of Common
Stock underlying the Options issued by the Company to Mr. Gillman.

              COMMON STOCK PURCHASE WARRANT WITH MARSHALL BLONSTEIN

      On April 15, 1994, the Company  issued a Common Stock Purchase  Warrant to
Marshall Blonstein,  the President and Chief Executive Officer and a director of
the  Company,  a warrant  to  purchase  up to  225,000  shares of Common  Stock,
exercisable  at any time on or before April 15, 1999. On May 24, 1995, the board
of directors of the Company  modified  the exercise  price of the Warrants  from
$.25 per Share to $.13 per Share.  The Company is registering  hereby 200,000 of
the  225,000  Shares  underlying  the  Warrants  issued  by the  Company  to Mr.
Blonstein.








                                      5


<PAGE>




Federal Income Tax Effects

      An option or warrant holder does not recognize  taxable income on the date
of the grant of the Options or  Warrants,  which is a  non-statutory  option and
warrant, but recognizes ordinary income generally at the date of exercise in the
amount of the  difference  between the Option or Warrant  exercise price and the
fair market value of the Common Stock on the date of exercise.  However,  if the
holder is subject to the restrictions on resale of common stock under Section 16
of the  Securities  Exchange  Act of  1934,  such  person  generally  recognizes
ordinary  income  at the  end of the  six-month  period  following  the  date of
exercise in the amount of the difference  between the Option or Warrant exercise
price and the fair market value of the common stock at the end of the  six-month
period.  Nevertheless,  such holder may elect,  within 30 days after the date of
exercise, to recognize ordinary income as of the date of exercise. The amount of
ordinary income  recognized by the option or warrant holder is deductible by the
Company in the year that income is recognized.

Restrictions Under Securities Laws

      The sale of any shares of Common Stock  acquired  upon the exercise of the
Options  and  Warrants  must  be made  in  compliance  with  federal  and  state
securities  laws.  Officers,  directors and 10% or greater  stockholders  of the
Company,  as well as certain  other  persons or parties  who may be deemed to be
"affiliates" of the Company under the Federal  Securities Laws,  should be aware
that  resales  by  affiliates   can  only  be  made  pursuant  to  an  effective
Registration  Statement,  Rule 144 or any other applicable exemption.  Officers,
directors and 10% and greater stockholders are also subject to the "short swing"
profit rule of Section  16(b) of the  Securities  Exchange Act of 1934.  Section
16(b) of the Exchange Act generally provides that if an officer, director or 10%
and greater  stockholder sold any Common Stock of the Company acquired  pursuant
to the exercise of a stock option or warrant,  he would generally be required to
pay to the  Company  any  "profits"  resulting  from the sale of the  stock  and
receipt of the stock option.  Section 16(b)  exempts all option  exercises  from
being treated as purchases and, instead, treats an option grant as a purchase of
the underlying  security,  which  grant/purchase may be matched with any sale of
the underlying security within six months of the date of grant.

                        SALES BY SELLING SECURITY HOLDER

      The following  table sets forth the name of the Selling  Security  Holder,
the amount of shares of Common Stock held  directly or  indirectly,  the maximum
amount of shares of Common Stock to be offered by the Selling  Security  Holder,
the amount of Common Stock to be owned by the Selling  Security Holder following
the sale of such shares of Common Stock and the  percentage  of shares of Common
Stock to be owned by the Selling Security Holder following completion  of such


                                        6

<PAGE>



offering (based on 6,696,725 shares of Common Stock of the  Company outstanding
at June 17, 1996).
                                                                     Percentage
                                                      Shares to be  to be Owned
Name of Selling      Number of            Shares to    Owned After       After
Security Holder    Shares Owned           be Offered     Offering      Offering
- ---------------    ------------           ----------     --------      --------

Gary Gillman               25,000(1)       10,000          15,000        (2)%
Marshall Blonstein      2,936,440(4)      200,000       2,736,440       40.86%
- --------------------

(1)   Includes  options  to  purchase  25,000 shares of Common Stock at $.10 per
      share.

(2)   Less than 1%.



                            DESCRIPTION OF SECURITIES

Authorized Capital Stock

      The Certificate of Incorporation of the Company  authorizes the Company to
issue up to  10,000,000  shares of Common Stock,  par value $.005 per share,  of
which 6,696,725 shares were outstanding at June 17, 1996. No shares of Preferred
Stock are authorized by the Company's Certificate of Incorporation.

Common Stock

      The Company's  authorized  Common Stock consists of 10,000,000  shares par
value $.005 per share,  of which 6,696,725  shares were  outstanding at June 17,
1996.  Each  holder of record of Common  Stock is  entitled to one vote for each
outstanding  share  of  Common  Stock  owned  by him on  every  matter  properly
submitted  to such  stockholder  for  his  vote.  The  Restated  Certificate  of
Incorporation  of the  Company  does not  authorize  cumulative  voting  for the
election of directors.

      The  holders of Common  Stock are  entitled  to such  dividends  as may be
declared by the Board of Directors out of funds legally available  therefor and,
in the event of  liquidation,  dissolution  or winding up of the  affairs of the
Company,  such  holders are  entitled  to receive  ratably the net assets of the
Company  available for distribution to holders of Common Stock. No holder of any
shares of Common Stock has any preemptive  right to subscribe for any securities
of the Company.

Transfer Agent

      The  transfer  agent  for  the  Common  Stock  is Corporate Stock Transfer
Company, 370 17th Street, Suite 2350, Denver, Colorado 80202-4614.









                                        7


<PAGE>




                                  LEGAL MATTERS

      Certain  legal  matters in connection  with the  securities  being offered
hereby will be passed upon for the Company by Atlas,  Pearlman,  Trop & Borkson,
P.A., 200 East Las Olas Boulevard, Suite
1900, Fort Lauderdale, Florida 33301.

                                     EXPERTS

      On April 22, 1996, Henson & Company, the Company's  independent  auditors,
chose not to continue as the Company's  independent  auditor based on its desire
to discontinue  providing  auditing services to publicly-traded  companies.  The
Company  and  Henson & Company  did not have any  disagreements  during  the two
fiscal years  ending  December 31, 1994 or any  subsequent  interim  period with
respect to matters of accounting  principles or practices,  financial  statement
disclosure or auditing  scope,  or procedure  which, if not resolved to Henson &
Company's  satisfaction,  would have caused it to make  reference to the subject
matter of such  disagreement in its reports.  In connection with the termination
of such  relationship,  the  Company  decided  to  engage  Winter,  Scheifley  &
Associates,  P.C., Certified Public Accountants, as the Company's accountants to
audit the Company's financial statements for the fiscal year ending December 31,
1995.

                                 INDEMNIFICATION

      Article XII of the Articles of  Incorporation  of the Company  provides as
follows:

      "The  Corporation  shall  indemnify  any  and  all of its  directors,
      officers,  employees,   authorized  agents  or  former  directors  or
      officers  or any  person  who may have  served  at its  request  as a
      director or officer of another corporation in which it owns shares of
      capital stock or of which it is a creditor, against expenses actually
      and  necessarily  incurred  by them to the fullest  extent  permitted
      under Colorado  Corporate Code, in connection with the defense of any
      action,  suit or  proceeding  in which they or any of them,  are made
      parties,  or a party,  by reason of being or having been directors or
      officers of the Corporation, or of such other corporation,  except in
      relation  to matters to which any such  director or officer or former
      director  or  person  shall  be  adjudged  in  such  action,  suit or
      proceeding to be liable for gross negligence or willful misconduct in
      the  performance of duty.  Such  indemnification  shall not be deemed
      exclusive  of any other  rights  to which  those  indemnified  may be
      entitled,  under  any  By-Law  agreement,  vote  of  shareholders  or
      otherwise.






                                     8


<PAGE>



      In addition, no officer, director, employee or authorized agent shall
      be personally liable for any injury to person or property arising out
      of a tort  committed  by an employee  unless such officer or director
      was  personally   involved  in  the  situation  giving  rise  to  the
      litigation  or unless such  officer or director  committed a criminal
      offense.  The  protection  afforded  hereby  shall not  restrict  the
      Corporation's right to eliminate or limit the personal liability of a
      director  to the  Corporation  or to its  shareholders  for  monetary
      damages for breach of fiduciary duty as a director,  and the personal
      liability of directors to the Corporation and to its shareholders for
      monetary  damages shall be eliminated or limited,  to the full extent
      permitted  by the  Colorado  Corporation  Code,  except for  monetary
      damages  for:  any  breach of the  director's  duty of loyalty to the
      Corporation  or to its  shareholders;  acts or omissions  not in good
      faith or which involve intentional  misconduct or a knowing violation
      of law; acts specified in Section 7-5-114 of the Colorado Corporation
      Code; or any transaction  from which the director derived an improper
      personal  benefit.  Nor  shall the  liability  of a  director  of the
      Corporation  be  eliminated or limited to the  Corporation  or to its
      shareholders for monetary  damages for any act or omission  occurring
      prior to the effective date of this Article."



























                                     9


<PAGE>



                                  PART II

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference
- ------- ---------------------------------------

      The  documents  listed  in (a)  through  (f)  below  are  incorporated  by
reference in the Registration Statement. All documents subsequently filed by the
Registrant  pursuant to Section  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 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.

            (a) The Registrant's  latest annual report filed pursuant to Section
13(a) or 15(d) of the Exchange  Act, or, in the case of the  Registrant,  either
(1) the latest prospectus filed pursuant to Rule 424(b) under the Securities Act
of 1933, as amended (the "Act"), that contains audited financial  statements for
the Registrant's latest fiscal year for which such statements have been filed or
(3) the Registrant's  effective  Registration  Statement on Form 10 or 30F filed
under  the  Exchange  Act  containing  audited  financial   statements  for  the
Registrant's latest fiscal year.

            (b) The Registrant's Quarterly Report on Form 10-QSB for the quarter
ended March 31, 1995.

            (c) The Registrant's Quarterly Report on Form 10-QSB for the quarter
ended June 30, 1995.

            (d) The Registrant's Quarterly Report on Form 10-QSB for the quarter
ended September 30, 1995.

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

            (f) 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's
document referred to in (a) above.

            (g) The  description  of the Common  Stock of the  Company  which is
contained in a Registration  Statement  filed under the Exchange Act,  including
any amendment or report filed for the purpose of updating such description.






                                     10


<PAGE>



Item 4. Description of Securities
- ------  -------------------------

      A  description  of  the  Registrant's  securities  is  set  forth  in  the
Prospectus incorporated as a part of this Registration Statement.

Item 5. Interests of Named Experts and Counsel
- ------  --------------------------------------

      Not Applicable.

Item 6. Indemnification of Directors and Officers
- ------  -----------------------------------------

      Article XII of the Articles of  Incorporation  of the Company  provides as
follows:

      "The  Corporation  shall  indemnify  any  and  all of its  directors,
      officers,  employees,   authorized  agents  or  former  directors  or
      officers  or any  person  who may have  served  at its  request  as a
      director or officer of another corporation in which it owns shares of
      capital stock or of which it is a creditor, against expenses actually
      and  necessarily  incurred  by them to the fullest  extent  permitted
      under Colorado  Corporate Code, in connection with the defense of any
      action,  suit or  proceeding  in which they or any of them,  are made
      parties,  or a party,  by reason of being or having been directors or
      officers of the Corporation, or of such other corporation,  except in
      relation  to matters to which any such  director or officer or former
      director  or  person  shall  be  adjudged  in  such  action,  suit or
      proceeding to be liable for gross negligence or willful misconduct in
      the  performance of duty.  Such  indemnification  shall not be deemed
      exclusive  of any other  rights  to which  those  indemnified  may be
      entitled,  under  any  By-Law  agreement,  vote  of  shareholders  or
      otherwise.

      In addition, no officer, director, employee or authorized agent shall
      be personally liable for any injury to person or property arising out
      of a tort  committed  by an employee  unless such officer or director
      was  personally   involved  in  the  situation  giving  rise  to  the
      litigation  or unless such  officer or director  committed a criminal
      offense.  The  protection  afforded  hereby  shall not  restrict  the
      Corporation's right to eliminate or limit the personal liability of a
      director  to the  Corporation  or to its  shareholders  for  monetary
      damages for breach of fiduciary duty as a director,  and the personal
      liability of directors to the Corporation and to its shareholders for
      monetary  damages shall be eliminated or limited,  to the full extent
      permitted  by the  Colorado  Corporation  Code,  except for  monetary
      





                                     11


<PAGE>


      damages  for:  any  breach of the  director's  duty of loyalty to the
      Corporation  or to its  shareholders;  acts or omissions  not in good
      faith or which involve intentional  misconduct or a knowing violation
      of law; acts specified in Section 7-5-114 of the Colorado Corporation
      Code; or any transaction  from which the director derived an improper
      personal  benefit.  Nor  shall the  liability  of a  director  of the
      Corporation  be  eliminated or limited to the  Corporation  or to its
      shareholders for monetary  damages for any act or omission  occurring
      prior to the effective date of this Article."

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

Item 7. Exemption from Registration Claimed
- ------  -----------------------------------

      Inasmuch  as the  consultant  that  received  the  Incentive  Stock of the
Registrant  was  knowledgeable,  sophisticated  and had access to  comprehensive
information  relevant to the  Registrant,  such  transaction  was  undertaken in
reliance on the exemption from registration provided by Section 4(2) of the Act.
As a condition  precedent to such grant,  the Consultant was required to express
an investment  intent and consent to the  imprinting of a restrictive  legend on
each stock  certificate to be received from the  Registrant  except upon sale of
the underlying shares of Common Stock pursuant to a registration statement.















                                     12


<PAGE>



Item 8.  Exhibits
- ------   --------

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

(4.1)    Consulting and Stock Option Agreement with Gary Gillman.

(4.2)    Common Stock Purchase Warrant with Marshall Blonstein.

(4.3)    Resolution  dated May 24, 1995 modifying  the exercise  price of Common
         Stock Purchase Warrants.

(5)      Opinion of  Atlas,  Pearlman,  Trop  &  Borkson, P.A. relating  to  the
         issuance of shares of securities pursuant to the above Option Agreement

(23.1)   Consent of  Atlas,  Pearlman,  Trop  &  Borkson, P.A. included  in  the
         opinion filed as exhibit (5) hereto

(23.2.1) Consent  of  independent  certified  public  accountants  - Henson and
         Company for the period ended December 31, 1994.

(23.2.2) Consent of independent  certified  public  accountants  - Scheifley  &
         Associates, P.C.

Item 9.  Undertakings
- -------  ------------

      (1)   The undersigned Registrant hereby undertakes:

            (a) To file, during any period in which offerings or sales are being
made, a post-effective  amendment to this Registration  Statement to include any
material  information  with respect to the plan of  distribution  not previously
disclosed  in  the  Registration  Statement  or  any  material  change  to  such
information in the Registration Statement;

            (b) That,  for the purposes of determining  any liability  under the
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

            (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  undertakes  that, for purposes of
determining any liability under the 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 of an employee  benefit  plan's  annual  report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference


                                       13


<PAGE>


in the Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

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

































                                       14


<PAGE>



                                   SIGNATURES

      Pursuant to the  requirements  of the  Securities Act of 1933, as amended,
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 Chatsworth and the State of California,  on the
10th day of July, 1996.

                                          DCC COMPACT CLASSICS, INC.



                                          By:  /s/Marshall Blonstein
                                               ------------------------------ 
                                               Marshall Blonstein
                                               President and Principal
                                               Executive Officer

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

      Signature                           Title                   Date
      ---------                           -----                   ----

                                    President, Principal
                                    Executive Officer,
                                    Principal Financial
                                    Officer and Director
                                    and Principal Accounting
/s/ Marshall Blonstein              Officer                   July 10, 1996
- --------------------------
Marshall Blonstein



/s/ Robert Siner                    Director                  July 10, 1996
- --------------------------
Robert Siner



/s/ Gary Gillman                    Director                  July 10, 1996
- --------------------------
Gary Gillman
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 REGISTRATION STATEMENT", "secsgml_size_bytes": 43226}]
{"company-data": {"conformed-name": "DCC COMPACT CLASSICS INC", "cik": "0000809932", "assigned-sic": "3652", "irs-number": "841046186", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-07885", "film-number": "96593050"}, "business-address": {"street1": "9301 JORDON AVE", "street2": "STE 105", "city": "CHATSWORTH", "state": "CA", "zip": "91311", "phone": "8189938822"}, "mail-address": {"street1": "200 E LAS OLAS BLVD", "street2": "C/O ATLAS PEARLMAN TROP & BORKSON", "city": "FT LAUDERDALE", "state": "FL", "zip": "33301"}, "former-company": [{"former-conformed-name": "DUNHILL COMPACT CLASSICS INC", "date-changed": "19900522"}, {"former-conformed-name": "TOTAL CAPITAL CORP", "date-changed": "19871103"}]}
As filed with the Securities and Exchange Commission on July 10, 1996

                                                        File No. 333-_______
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

                           DCC COMPACT CLASSICS, INC.
               (Exact name of issuer as specified in its charter)

            Colorado                                         84-1046186
   (State or other jurisdiction                           (I.R.S. Employer
  of incorporation or organization)                      Identification No.)

       9301 Jordan Avenue
          Suite 105
     Chatsworth, California                                    91311
(Address of principal executive offices)                     (Zip Code)

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

             CONSULTING AND STOCK OPTION AGREEMENT WITH GARY GILLMAN
              COMMON STOCK PURCHASE WARRANT WITH MARSHALL BLONSTEIN
                            (Full title of the plan)

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

                               Marshall Blonstein
                          9301 Jordan Avenue, Suite 105
                          Chatsworth, California 91311
                     (Name and address of agent for service)

                                    Copy to:

                               Jim Schneider, Esq.
                      Atlas, Pearlman, Trop & Borkson, P.A.
                     200 East Las Olas Boulevard, Suite 1900
                         Fort Lauderdale, Florida 33301
                                 (305) 763-1200

                               ------------------
CALCULATION OF REGISTRATION FEE
================================================================================
                                       Proposed    Proposed
                                       maximum     maximum
                                       offering    aggregate    Amount of
Title of securities   Amount to be     price per   offering   registration
 to be registered     registered(1)    share(1)    price(1)        fee(2)
================================================================================

Common Stock
($.005 par value)

                     10,000 shares       $.10      $ 1,000          $   .34
                    200,000 shares       $.13     $ 26,000          $  8.97
                    200,000 shares       $.13     $ 26,000          $  8.97
                                                  --------

                                                  $ 53,000          $100.00

================================================================================

(1)   Pursuant to Rule 457(h),  the maximum  offering price was calculated based
      upon the exercise price of the Options described herein.

(2)   The registration fee represents the minimum prescribed fee.

                                      ii
DCC COMPACT CLASSICS, INC.

         CROSS REFERENCE SHEET REQUIRED BY ITEM 501(b) OF REGULATION S-K

            Form S-8 Item Number
                and Caption                     Caption in Prospectus
            --------------------                ---------------------
  
 1.   Forepart of Registration State-           Facing Page of Registration
      ment and Outside Front Cover              Statement and Cover Page of
      Page of Prospectus                        Prospectus

 2.   Inside Front and Outside Back             Inside Cover Page of Pro-
      Cover Pages of Prospectus                 spectus and Outside Cover
                                                Page of Prospectus

 3.   Summary Information, Risk Fac-            Not Applicable
      tors and Ratio of Earnings to
      Fixed Charges

 4.   Use of Proceeds                           Not Applicable

 5.   Determination of Offering Price           Not Applicable

 6.   Dilution                                  Not Applicable

 7.   Selling Security Holders                  Sales by Selling Security
                                                Holders

 8.   Plan of Distribution                      Cover Page of Prospectus
                                                and Sales by Selling
                                                Security Holders

 9.   Description of Securities to be           Description of Securities;
      Registered                                Consulting and Stock
                                                Option Agreement with
                                                Gary Gillman and Warrant
                                                with Marshall Blonstein.

10.   Interests of Named Experts and            Not Applicable
      Counsel

11.   Material Changes                          Not Applicable

12.   Incorporation of Certain Infor-           Incorporation of Certain
      mation by Reference                       Documents by Reference

13.   Disclosure of Commission Posi-            Indemnification; Undertak-
      tion on Indemnification for               ings
      Securities Act Liabilities

                                     iii
PROSPECTUS
                           DCC COMPACT CLASSICS, INC.

                         410,000 Shares of Common Stock
                                ($.005 par value)

                         Issued Pursuant to Exercise of
                           Options under the Company's
             Consulting and Stock Option Agreement with Gary Gillman
         and Warrants under the Company's Common Stock Purchase Warrant
                             with Marshall Blonstein

      This  Prospectus is part of a Registration  Statement  which  registers an
aggregate 410,000 shares of Common Stock ("Common Stock"), $.005 par value (such
shares being  referred to as the  "Shares") of DCC Compact  Classics,  Inc. (the
"Company")  which  may be  issued  upon the  exercise  of  certain  options  and
warrants,  as set forth  herein,  to:  (i) Gary  Gillman,  a  consultant  to and
director of the  Company,  pursuant  to a written  Consulting  and Stock  Option
Agreement  dated March 8, 1996 (the "Gillman Option  Agreement"),  providing for
the issuance of options to purchase shares of Common Stock,  10,000 of which are
being registered  hereby;and (ii) Marshall  Blonstein,  the CEO, President and a
director  of the  Company  ("Blonstein"),  pursuant  to a written  Common  Stock
Purchase  Warrant  dated April 1, 1994,  as amended (the  "Blonstein  Warrant"),
providing  for the  issuance of warrants  to  purchase  shares of Common  Stock,
200,000 of which are being  registered  hereby.  Gillman and  Blonstein in their
capacity  as selling  shareholders,  may  sometimes  hereafter  be  collectively
referred to as the "Selling  Security  Holders." The Company has been advised by
the Selling  Security Holders that each of them may sell all or a portion of the
Shares  from  time  to  time  in  the  over-the-counter   market  in  negotiated
transactions,  directly or through  brokers or  otherwise,  and that such shares
will be  sold at  market  prices  prevailing  at the  time of such  sales  or at
negotiated  prices,  and the Company  will not receive  any  proceeds  from such
sales.

      No person has been authorized by the Company to give any information or to
make any representation other than as contained in this Prospectus, and if given
or made, such  information or  representation  must not be relied upon as having
been authorized by the Company.  Neither the delivery of this Prospectus nor any
distribution  of the shares of the  Gillman  Incentive  Stock nor the  Blonstein
Incentive  Stock issuable  pursuant to the terms of the Option  Agreement or the
Blonstein Warrant,  respectively,  shall,  under any  circumstances,  create any
implication  that there has been no change in the affairs of the  Company  since
the date hereof.
                               ------------------

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

      THIS  PROSPECTUS  DOES NOT  CONSTITUTE AN OFFER TO SELL  SECURITIES IN ANY
STATE TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER IN SUCH STATE.

                 The date of this Prospectus is July 10, 1996.
AVAILABLE INFORMATION

      The Company is subject to the informational requirements of the Securities
Exchange  Act of 1934,  as amended  (the  "Exchange  Act"),  and, in  accordance
therewith,  files  reports,  proxy  statements  and other  information  with the
Securities and Exchange Commission (the "Commission"). Reports, proxy statements
and other  information  filed with the Commission can be inspected and copied at
the public  reference  facilities of the  Commission at 450 Fifth Street,  N.W.,
Washington,  D.C.  20549.  Copies  of this  material  can  also be  obtained  at
prescribed  rates from the Public  Reference  Section of the  Commission  at its
principal  office  at 450  Fifth  Street,  N.W.,  Washington,  D.C.  20549.  The
Company's Common Stock is traded in the over-the-counter  market on NASDAQ under
the symbol "DCCC."

      The Company has filed with the Commission a Registration Statement on Form
S-8 (the "Registration  Statement") under the Securities Act of 1933, as amended
(the "Act"),  with respect to the resale of up to an aggregate of 410,000 shares
of the Company's Common Stock, to be issued to a consultant and directors of the
Company upon  exercise of certain  options and warrants  pursuant to the written
Gillman Option Agreement and the Blonstein  Warrant.  This Prospectus,  which is
Part I of the Registration Statement, omits certain information contained in the
Registration Statement.  For further information with respect to the Company and
the shares of the Common Stock offered by this Prospectus,  reference is made to
the Registration Statement,  including the exhibits thereto.  Statements in this
Prospectus as to any document are not necessarily  complete,  and where any such
document  is an exhibit to the  Registration  Statement  or is  incorporated  by
reference  herein,  each such  statement  is  qualified  in all  respects by the
provisions of such exhibit or other document, to which reference is hereby made,
for a full  statement  of the  provisions  thereof.  A copy of the  Registration
Statement,  with  exhibits,  may be  obtained  from the  Commission's  office in
Washington,  D.C. (at the above address) upon payment of the fees  prescribed by
the rules and regulations of the Commission, or examined there without charge.

                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

      The  following  documents  filed by the Company  with the  Commission  are
incorporated herein by reference and made a part hereof:

      1.    The Company's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1994.

      2.    The Company's Form 10-QSB Quarterly Report for the  quarterly period
ended March 31, 1995.

                                        2
3.    The Company's Form 10-QSB Quarterly Report for the  quarterly period
ended June 30, 1995.

      4.    The Company's Form 10-QSB Quarterly Report for the  quarterly period
ended September 30, 1995.

      5.    The Company's Form 10-KSB Annual Report for the year
ended December 31, 1995.

      All reports and documents filed by the Company  pursuant to Section 13, 14
or 15(d) of 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  herein and to be a part hereof from the  respective
date of filing of such documents. Any statement incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this  Prospectus to
the extent that a statement  contained herein or in any other subsequently filed
document,  which also is or is deemed to be  incorporated  by reference  herein,
modifies or supersedes  such  statement.  Any  statement  modified or superseded
shall not be deemed, except as so modified or superseded,  to constitute part of
this Prospectus.

      The Company  hereby  undertakes to provide  without charge to each person,
including  any  beneficial  owner,  to whom a copy of the  Prospectus  has  been
delivered,  on the written or oral request of any such person,  a copy of any or
all of the documents referred to above which have been or may be incorporated by
reference in this  Prospectus,  other than exhibits to such  documents.  Written
requests for such copies should be directed to Corporate Secretary,  DCC Compact
Classics,  Inc., 9301 Jordan Avenue,  Suite 105,  Chatsworth,  California 91311,
Telephone (818) 993-8822.

                                        3
THE COMPANY

      DCC Compact Classics,  Inc. (the "Company") was incorporated as a Colorado
corporation  on February  20,  1986,  and on October  19,  1987,  completed  the
acquisition  of Dunhill  Compact  Classics,  Inc., a  privately-held  California
corporation.  The focus of the Company's  operations  following such acquisition
was to establish a  specialized  niche in the  then-emerging  market for compact
discs ("CDs").  The emergence of compact disc technology in the early 1980's led
to segments of the consuming  public  replacing  their  collections of vinyl and
audio  cassettes  with the superior  quality and  convenience  of compact discs.
Classical  music  listeners  were the  first  segment  to  accept  compact  disc
technology  and the initial  discs made  available  were  comprised of classical
albums.  Since that time there has been substantial  acceptance of compact discs
for all types of music,  including  classical,  jazz, rock and oldies.  Sales of
compact discs are growing  rapidly and by the end of 1994  represented in excess
of 70% of all music sales in the $12 billion record industry.

      A predominant  portion of the Company's  manufacturing  process utilizes a
coating of 24K gold and a  proprietary  vintage  vacuum  tube  system  which are
considered by various  audiophiles to have a superior  phonic  quality  compared
with  standard  CDs,  and  thereby  can be sold at a  premium  in  excess of the
incremental  manufacturing  costs.  The Company is presently one of the industry
leaders  in the sale of 24K gold CDs and has  license  rights  to the  exclusive
exportation  of 24K gold CDs  albums  by such  artists  as  Frank  Sinatra,  Ray
Charles,  Bob Dylan, The Doors, The Eagles, Paul McCartney,  Cream, Miles Davis,
Creedence  Clearwater  Revival,  Joni  Mitchell,  The Steve  Miller Bank and Bob
Seger. The Company has  successfully  exploited the consumer demand for reissues
and compilations of music originally  issued on vinyl and audio cassettes.  This
has been  achieved  through the purchase,  exploitation  and sale of catalogs of
music  masters  and by  licensing  rights  from  others  to  music  masters  for
exploitation.  The  Company's  basic  concept has been to provide the  listening
public a compact disc line that specializes in contemporary music which includes
jazz, classical and oldies and the 24K gold limited edition series. In addition,
the Company has  developed  "Collection"  series  which  features  the best of a
certain performance era or type of music.

      Since  formation of the Company in February  1986, the Company has entered
into  licensing  agreements  with major record labels  throughout  the industry,
including Sony, MCA, Warner,  Elektra,  Atlantic,  Arista,  Capitol and Polygram
among others. Typically,  licensing agreements range from three to five years in
term with  possible  renewal  options.  Royalties  are paid to the  licensor  at
between $.55 to $6.00 per unit sold for the term of the agreement. The licensing
agreements grant the Company the exclusive or non-exclusive right to take master

                                        4
recordings  of many top artists for the purpose of enhancing  the sound  quality
through digital sound  recording  process and then to market under the Company's
trade label the individual  recordings or  compilations in the form of a compact
disc. At the present time, most of the major music  recording  companies are not
seeking to develop this  specialized  niche on a  proprietary  basis and rely on
specialty  operations  such as the  Company for the  development  of the reissue
market.  The Company follows the normal practice for independent  record labels,
which entails subcontracting manufacturing,  field sales, physical distribution,
billing and collections to specialized entities providing the services.

      Commencing in 1994, the Company  formed a strategic  alliance with Romance
Alive Audio, Inc. to enter into the emerging market for audio books with a focus
on romance  novels.  Romance Alive Audio operates out of the same  facilities as
the Company,  specializes in publishing  romance  novels on audio  cassettes and
markets such audio cassettes through chain stores,  supermarkets and traditional
book  outlets.  The Company has  completed  signings  with  numerous  well-known
authors in this field and has the potential to become a recognized  publisher of
women's romance novels on audio cassettes in the United States.

      The  Company's  offices  are  located at 9301  Jordan  Avenue,  Suite 105,
Chatsworth,  California  91311,  the  telephone  number of the  Company is (818)
993-8822.

             CONSULTING AND STOCK OPTION AGREEMENT WITH GARY GILLMAN

      On November 21, 1991,  the Company  entered  into an oral  Consulting  and
Stock Option  Agreement with Gary Gillman  (reduced to writing on March 8, 1996)
to which the Company agreed to issue to the Consultant  options (the  "Options")
to purchase 25,000 Shares in consideration for certain financial, administrative
and accounting services to be provided to the Company on an as-needed basis. Mr.
Gillman has also served as a director of the Company since 1993. The Options are
exercisable  at $.10 per share of Common Stock on or prior to November 20, 1996.
At this time the Company is  registering  10,000 of the 25,000  shares of Common
Stock underlying the Options issued by the Company to Mr. Gillman.

              COMMON STOCK PURCHASE WARRANT WITH MARSHALL BLONSTEIN

      On April 15, 1994, the Company  issued a Common Stock Purchase  Warrant to
Marshall Blonstein,  the President and Chief Executive Officer and a director of
the  Company,  a warrant  to  purchase  up to  225,000  shares of Common  Stock,
exercisable  at any time on or before April 15, 1999. On May 24, 1995, the board
of directors of the Company  modified  the exercise  price of the Warrants  from
$.25 per Share to $.13 per Share.  The Company is registering  hereby 200,000 of
the  225,000  Shares  underlying  the  Warrants  issued  by the  Company  to Mr.
Blonstein.

                                      5
Federal Income Tax Effects

      An option or warrant holder does not recognize  taxable income on the date
of the grant of the Options or  Warrants,  which is a  non-statutory  option and
warrant, but recognizes ordinary income generally at the date of exercise in the
amount of the  difference  between the Option or Warrant  exercise price and the
fair market value of the Common Stock on the date of exercise.  However,  if the
holder is subject to the restrictions on resale of common stock under Section 16
of the  Securities  Exchange  Act of  1934,  such  person  generally  recognizes
ordinary  income  at the  end of the  six-month  period  following  the  date of
exercise in the amount of the difference  between the Option or Warrant exercise
price and the fair market value of the common stock at the end of the  six-month
period.  Nevertheless,  such holder may elect,  within 30 days after the date of
exercise, to recognize ordinary income as of the date of exercise. The amount of
ordinary income  recognized by the option or warrant holder is deductible by the
Company in the year that income is recognized.

Restrictions Under Securities Laws

      The sale of any shares of Common Stock  acquired  upon the exercise of the
Options  and  Warrants  must  be made  in  compliance  with  federal  and  state
securities  laws.  Officers,  directors and 10% or greater  stockholders  of the
Company,  as well as certain  other  persons or parties  who may be deemed to be
"affiliates" of the Company under the Federal  Securities Laws,  should be aware
that  resales  by  affiliates   can  only  be  made  pursuant  to  an  effective
Registration  Statement,  Rule 144 or any other applicable exemption.  Officers,
directors and 10% and greater stockholders are also subject to the "short swing"
profit rule of Section  16(b) of the  Securities  Exchange Act of 1934.  Section
16(b) of the Exchange Act generally provides that if an officer, director or 10%
and greater  stockholder sold any Common Stock of the Company acquired  pursuant
to the exercise of a stock option or warrant,  he would generally be required to
pay to the  Company  any  "profits"  resulting  from the sale of the  stock  and
receipt of the stock option.  Section 16(b)  exempts all option  exercises  from
being treated as purchases and, instead, treats an option grant as a purchase of
the underlying  security,  which  grant/purchase may be matched with any sale of
the underlying security within six months of the date of grant.

                        SALES BY SELLING SECURITY HOLDER

      The following  table sets forth the name of the Selling  Security  Holder,
the amount of shares of Common Stock held  directly or  indirectly,  the maximum
amount of shares of Common Stock to be offered by the Selling  Security  Holder,
the amount of Common Stock to be owned by the Selling  Security Holder following
the sale of such shares of Common Stock and the  percentage  of shares of Common
Stock to be owned by the Selling Security Holder following completion  of such

                                        6
offering (based on 6,696,725 shares of Common Stock of the  Company outstanding
at June 17, 1996).
                                                                     Percentage
                                                      Shares to be  to be Owned
Name of Selling      Number of            Shares to    Owned After       After
Security Holder    Shares Owned           be Offered     Offering      Offering
- ---------------    ------------           ----------     --------      --------

Gary Gillman               25,000(1)       10,000          15,000        (2)%
Marshall Blonstein      2,936,440(4)      200,000       2,736,440       40.86%
- --------------------

(1)   Includes  options  to  purchase  25,000 shares of Common Stock at $.10 per
      share.

(2)   Less than 1%.

                            DESCRIPTION OF SECURITIES

Authorized Capital Stock

      The Certificate of Incorporation of the Company  authorizes the Company to
issue up to  10,000,000  shares of Common Stock,  par value $.005 per share,  of
which 6,696,725 shares were outstanding at June 17, 1996. No shares of Preferred
Stock are authorized by the Company's Certificate of Incorporation.

Common Stock

      The Company's  authorized  Common Stock consists of 10,000,000  shares par
value $.005 per share,  of which 6,696,725  shares were  outstanding at June 17,
1996.  Each  holder of record of Common  Stock is  entitled to one vote for each
outstanding  share  of  Common  Stock  owned  by him on  every  matter  properly
submitted  to such  stockholder  for  his  vote.  The  Restated  Certificate  of
Incorporation  of the  Company  does not  authorize  cumulative  voting  for the
election of directors.

      The  holders of Common  Stock are  entitled  to such  dividends  as may be
declared by the Board of Directors out of funds legally available  therefor and,
in the event of  liquidation,  dissolution  or winding up of the  affairs of the
Company,  such  holders are  entitled  to receive  ratably the net assets of the
Company  available for distribution to holders of Common Stock. No holder of any
shares of Common Stock has any preemptive  right to subscribe for any securities
of the Company.

Transfer Agent

      The  transfer  agent  for  the  Common  Stock  is Corporate Stock Transfer
Company, 370 17th Street, Suite 2350, Denver, Colorado 80202-4614.

                                        7
LEGAL MATTERS

      Certain  legal  matters in connection  with the  securities  being offered
hereby will be passed upon for the Company by Atlas,  Pearlman,  Trop & Borkson,
P.A., 200 East Las Olas Boulevard, Suite
1900, Fort Lauderdale, Florida 33301.

                                     EXPERTS

      On April 22, 1996, Henson & Company, the Company's  independent  auditors,
chose not to continue as the Company's  independent  auditor based on its desire
to discontinue  providing  auditing services to publicly-traded  companies.  The
Company  and  Henson & Company  did not have any  disagreements  during  the two
fiscal years  ending  December 31, 1994 or any  subsequent  interim  period with
respect to matters of accounting  principles or practices,  financial  statement
disclosure or auditing  scope,  or procedure  which, if not resolved to Henson &
Company's  satisfaction,  would have caused it to make  reference to the subject
matter of such  disagreement in its reports.  In connection with the termination
of such  relationship,  the  Company  decided  to  engage  Winter,  Scheifley  &
Associates,  P.C., Certified Public Accountants, as the Company's accountants to
audit the Company's financial statements for the fiscal year ending December 31,
1995.

                                 INDEMNIFICATION

      Article XII of the Articles of  Incorporation  of the Company  provides as
follows:

      "The  Corporation  shall  indemnify  any  and  all of its  directors,
      officers,  employees,   authorized  agents  or  former  directors  or
      officers  or any  person  who may have  served  at its  request  as a
      director or officer of another corporation in which it owns shares of
      capital stock or of which it is a creditor, against expenses actually
      and  necessarily  incurred  by them to the fullest  extent  permitted
      under Colorado  Corporate Code, in connection with the defense of any
      action,  suit or  proceeding  in which they or any of them,  are made
      parties,  or a party,  by reason of being or having been directors or
      officers of the Corporation, or of such other corporation,  except in
      relation  to matters to which any such  director or officer or former
      director  or  person  shall  be  adjudged  in  such  action,  suit or
      proceeding to be liable for gross negligence or willful misconduct in
      the  performance of duty.  Such  indemnification  shall not be deemed
      exclusive  of any other  rights  to which  those  indemnified  may be
      entitled,  under  any  By-Law  agreement,  vote  of  shareholders  or
      otherwise.

                                     8
In addition, no officer, director, employee or authorized agent shall
      be personally liable for any injury to person or property arising out
      of a tort  committed  by an employee  unless such officer or director
      was  personally   involved  in  the  situation  giving  rise  to  the
      litigation  or unless such  officer or director  committed a criminal
      offense.  The  protection  afforded  hereby  shall not  restrict  the
      Corporation's right to eliminate or limit the personal liability of a
      director  to the  Corporation  or to its  shareholders  for  monetary
      damages for breach of fiduciary duty as a director,  and the personal
      liability of directors to the Corporation and to its shareholders for
      monetary  damages shall be eliminated or limited,  to the full extent
      permitted  by the  Colorado  Corporation  Code,  except for  monetary
      damages  for:  any  breach of the  director's  duty of loyalty to the
      Corporation  or to its  shareholders;  acts or omissions  not in good
      faith or which involve intentional  misconduct or a knowing violation
      of law; acts specified in Section 7-5-114 of the Colorado Corporation
      Code; or any transaction  from which the director derived an improper
      personal  benefit.  Nor  shall the  liability  of a  director  of the
      Corporation  be  eliminated or limited to the  Corporation  or to its
      shareholders for monetary  damages for any act or omission  occurring
      prior to the effective date of this Article."

                                     9
PART II

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference
- ------- ---------------------------------------

      The  documents  listed  in (a)  through  (f)  below  are  incorporated  by
reference in the Registration Statement. All documents subsequently filed by the
Registrant  pursuant to Section  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 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.

            (a) The Registrant's  latest annual report filed pursuant to Section
13(a) or 15(d) of the Exchange  Act, or, in the case of the  Registrant,  either
(1) the latest prospectus filed pursuant to Rule 424(b) under the Securities Act
of 1933, as amended (the "Act"), that contains audited financial  statements for
the Registrant's latest fiscal year for which such statements have been filed or
(3) the Registrant's  effective  Registration  Statement on Form 10 or 30F filed
under  the  Exchange  Act  containing  audited  financial   statements  for  the
Registrant's latest fiscal year.

            (b) The Registrant's Quarterly Report on Form 10-QSB for the quarter
ended March 31, 1995.

            (c) The Registrant's Quarterly Report on Form 10-QSB for the quarter
ended June 30, 1995.

            (d) The Registrant's Quarterly Report on Form 10-QSB for the quarter
ended September 30, 1995.

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

            (f) 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's
document referred to in (a) above.

            (g) The  description  of the Common  Stock of the  Company  which is
contained in a Registration  Statement  filed under the Exchange Act,  including
any amendment or report filed for the purpose of updating such description.

                                     10
Item 4. Description of Securities
- ------  -------------------------

      A  description  of  the  Registrant's  securities  is  set  forth  in  the
Prospectus incorporated as a part of this Registration Statement.

Item 5. Interests of Named Experts and Counsel
- ------  --------------------------------------

      Not Applicable.

Item 6. Indemnification of Directors and Officers
- ------  -----------------------------------------

      Article XII of the Articles of  Incorporation  of the Company  provides as
follows:

      "The  Corporation  shall  indemnify  any  and  all of its  directors,
      officers,  employees,   authorized  agents  or  former  directors  or
      officers  or any  person  who may have  served  at its  request  as a
      director or officer of another corporation in which it owns shares of
      capital stock or of which it is a creditor, against expenses actually
      and  necessarily  incurred  by them to the fullest  extent  permitted
      under Colorado  Corporate Code, in connection with the defense of any
      action,  suit or  proceeding  in which they or any of them,  are made
      parties,  or a party,  by reason of being or having been directors or
      officers of the Corporation, or of such other corporation,  except in
      relation  to matters to which any such  director or officer or former
      director  or  person  shall  be  adjudged  in  such  action,  suit or
      proceeding to be liable for gross negligence or willful misconduct in
      the  performance of duty.  Such  indemnification  shall not be deemed
      exclusive  of any other  rights  to which  those  indemnified  may be
      entitled,  under  any  By-Law  agreement,  vote  of  shareholders  or
      otherwise.

      In addition, no officer, director, employee or authorized agent shall
      be personally liable for any injury to person or property arising out
      of a tort  committed  by an employee  unless such officer or director
      was  personally   involved  in  the  situation  giving  rise  to  the
      litigation  or unless such  officer or director  committed a criminal
      offense.  The  protection  afforded  hereby  shall not  restrict  the
      Corporation's right to eliminate or limit the personal liability of a
      director  to the  Corporation  or to its  shareholders  for  monetary
      damages for breach of fiduciary duty as a director,  and the personal
      liability of directors to the Corporation and to its shareholders for
      monetary  damages shall be eliminated or limited,  to the full extent
      permitted  by the  Colorado  Corporation  Code,  except for  monetary
      

                                     11
damages  for:  any  breach of the  director's  duty of loyalty to the
      Corporation  or to its  shareholders;  acts or omissions  not in good
      faith or which involve intentional  misconduct or a knowing violation
      of law; acts specified in Section 7-5-114 of the Colorado Corporation
      Code; or any transaction  from which the director derived an improper
      personal  benefit.  Nor  shall the  liability  of a  director  of the
      Corporation  be  eliminated or limited to the  Corporation  or to its
      shareholders for monetary  damages for any act or omission  occurring
      prior to the effective date of this Article."

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

Item 7. Exemption from Registration Claimed
- ------  -----------------------------------

      Inasmuch  as the  consultant  that  received  the  Incentive  Stock of the
Registrant  was  knowledgeable,  sophisticated  and had access to  comprehensive
information  relevant to the  Registrant,  such  transaction  was  undertaken in
reliance on the exemption from registration provided by Section 4(2) of the Act.
As a condition  precedent to such grant,  the Consultant was required to express
an investment  intent and consent to the  imprinting of a restrictive  legend on
each stock  certificate to be received from the  Registrant  except upon sale of
the underlying shares of Common Stock pursuant to a registration statement.

                                     12
Item 8.  Exhibits
- ------   --------

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

(4.1)    Consulting and Stock Option Agreement with Gary Gillman.

(4.2)    Common Stock Purchase Warrant with Marshall Blonstein.

(4.3)    Resolution  dated May 24, 1995 modifying  the exercise  price of Common
         Stock Purchase Warrants.

(5)      Opinion of  Atlas,  Pearlman,  Trop  &  Borkson, P.A. relating  to  the
         issuance of shares of securities pursuant to the above Option Agreement

(23.1)   Consent of  Atlas,  Pearlman,  Trop  &  Borkson, P.A. included  in  the
         opinion filed as exhibit (5) hereto

(23.2.1) Consent  of  independent  certified  public  accountants  - Henson and
         Company for the period ended December 31, 1994.

(23.2.2) Consent of independent  certified  public  accountants  - Scheifley  &
         Associates, P.C.

Item 9.  Undertakings
- -------  ------------

      (1)   The undersigned Registrant hereby undertakes:

            (a) To file, during any period in which offerings or sales are being
made, a post-effective  amendment to this Registration  Statement to include any
material  information  with respect to the plan of  distribution  not previously
disclosed  in  the  Registration  Statement  or  any  material  change  to  such
information in the Registration Statement;

            (b) That,  for the purposes of determining  any liability  under the
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

            (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  undertakes  that, for purposes of
determining any liability under the 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 of an employee  benefit  plan's  annual  report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference

                                       13
in the Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

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

                                       14
SIGNATURES

      Pursuant to the  requirements  of the  Securities Act of 1933, as amended,
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 Chatsworth and the State of California,  on the
10th day of July, 1996.

                                          DCC COMPACT CLASSICS, INC.

                                          By:  /s/Marshall Blonstein
                                               ------------------------------ 
                                               Marshall Blonstein
                                               President and Principal
                                               Executive Officer

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

      Signature                           Title                   Date
      ---------                           -----                   ----

                                    President, Principal
                                    Executive Officer,
                                    Principal Financial
                                    Officer and Director
                                    and Principal Accounting
/s/ Marshall Blonstein              Officer                   July 10, 1996
- --------------------------
Marshall Blonstein

/s/ Robert Siner                    Director                  July 10, 1996
- --------------------------
Robert Siner

/s/ Gary Gillman                    Director                  July 10, 1996
- --------------------------
Gary Gillman