Registration No.: 33-______
       =================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                   -------------------------------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                NEW YORK                               13-3228375
     (State or other jurisdiction of                 (I.R.S. Employer
      incorporation or organization)                Identification No.)

          1800 WALT WHITMAN ROAD                          11747
            MELVILLE, NEW YORK
(Address of Principal Executive Offices)               (Zip Code)


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

                            BCAM INTERNATIONAL, INC.
                             1995 STOCK OPTION PLAN

                            (Full title of the plan)

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

                                 MICHAEL STRAUSS
                              Chairman of the Board
                            BCAM International, Inc.
                             1800 Walt Whitman Road
                            Melville, New York 11747
                     (Name and address of agent for service)

                                 (516) 752-3550
          (Telephone number, including area code, of agent for service)

                                    Copy to:

                             BARRY R. SHAPIRO, ESQ.
                             Rivkin, Radler & Kremer
                                    EAB Plaza
                         Uniondale, New York 11556-0111
                                 (516) 357-3000

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

                                                  (Cover continued on next page)





<PAGE>

<TABLE>
<CAPTION>


                         Calculation of Registration Fee

====================================================================================================================================
                                                               Proposed                   Proposed
       Title of                                                 maximum                   maximum
      securities                                               offering                  aggregate                  Amount of
        to be                    Amount to be                  price per                  offering                 registration
      registered                  registered                    unit(1)                   price(1)                     fee
----------------------      -----------------------      ---------------------      --------------------      ----------------------


<S>                                <C>                         <C>                       <C>                         <C>

Common                             2,000,000                   $1.015625                 $2,031,250                  $700.43
Stock, $.01
par value


====================================================================================================================================
</TABLE>


(1)      Estimated pursuant to Rules 457(c) and 457(h) solely for the purpose of
         calculating the amount of the  registration  fee based upon the average
         of the  high  and low per  share  prices  of the  Common  Stock  on the
         National  Association of Securities Dealers Automated  Quotation System
         ("NASDAQ") Small Cap Market on January 16, 1996.







<PAGE>



                                EXPLANATORY NOTE

         This  Registration  Statement has been prepared in accordance  with the
requirements  of Form S-8 to register  shares of Common Stock  issuable upon the
exercise of options granted under the  Registrant's  1995 Stock Option Plan (the
"Plan").  Under  cover of this  Form S-8 is a  Reoffer  Prospectus  prepared  in
accordance  with  the  requirements  of Part I of  Form  S-3.  The  S-3  Reoffer
Prospectus  may be utilized for  reofferings of Common Stock acquired by certain
Selling  Stockholders  through the exercise of outstanding options granted under
the Plan.






<PAGE>



REOFFER PROSPECTUS

                            BCAM INTERNATIONAL, INC.
                           PRINCIPAL EXECUTIVE OFFICE
                             1800 WALT WHITMAN ROAD
                            MELVILLE, NEW YORK 11747
                                 (516) 752-3550

                        --------------------------------
                        2,000,000 SHARES OF COMMON STOCK
                            PAR VALUE $0.01 PER SHARE
                        --------------------------------


                  The  shares of Common  Stock,  par value  $0.01 per share (the
"Common Stock") of BCAM  International,  Inc. (the "Company") offered hereby are
being sold by certain officers or key employees of the Company or one or more of
its subsidiaries (the "Selling  Stockholders"),  who are offering or may offer a
maximum of 2,000,000 shares of Common Stock (the "Shares") which may be acquired
by them from time to time from the  Company  upon the  exercise  of  options  to
purchase such Shares granted to the Selling Stockholders by the Company pursuant
to the  Company's  1995 Stock Option  Plan,  as amended.  See "Selling  Security
Holders."

THESE SECURITIES ARE SUBJECT TO A HIGH DEGREE OF RISK.  SEE "RISK FACTORS."

                  It is  anticipated  that the Shares may be offered for sale by
one or more of the Selling  Stockholders,  in their discretion,  on a delayed or
continuous  basis from time to time in transactions in the open market at prices
prevailing  at the time of sale on the Boston Stock  Exchange,  the NASDAQ or in
negotiated  transactions.  Such  transactions  may be  effected  directly by the
Selling   Stockholders,   each  acting  as   principal   for  his  own  account.
Alternatively,  such  transactions may be effected  through brokers,  dealers or
other agents designated from time to time by the Selling Stockholders,  and such
brokers,  dealers  or  other  agents  may  receive  compensation  in the form of
customary brokerage  commissions or concessions from the Selling Stockholders or
the purchasers of the Shares. The Selling Stockholders also may pledge Shares as
collateral  and  such  Shares  could be  resold  pursuant  to the  terms of such
pledges.  The Selling  Stockholders,  brokers who execute orders on their behalf
and other persons who  participate in the offering of the Shares on their behalf
may be deemed to be  "underwriters"  within the meaning of Section  2(11) of the
Securities Act of 1933, as amended (the "Securities  Act"), and a portion of the
proceeds  of sales  and  commissions  or  concessions  therefore  may be  deemed
underwriting  compensation  for purposes of the Securities Act. The Company will
not  receive  any part of the  proceeds  from the sale of Shares by the  Selling
Stockholders.

                                                        (continued on next page)



                The date of this Prospectus is January 26, 1996







<PAGE>



                  The  Company  will pay all  costs  and  expenses  incurred  in
connection  with the  registration  of the  Shares  under  the  Securities  Act,
estimated to be $5,000.  The Selling  Stockholders will pay the costs associated
with any sales of Shares,  including any discounts,  commissions  and applicable
transfer taxes.


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


                  No person has been  authorized to give any  information  or to
make any representations not contained in this Prospectus in connection with the
offering made by this  Prospectus,  and, if given or made,  such  information or
representations must not be relied upon as having been authorized by the Company
or the Selling  Stockholders.  This  Prospectus  does not constitute an offer to
sell  or a  solicitation  of an  offer  to buy  the  securities  to  which  this
Prospectus  relates in any  jurisdiction to any person to whom it is unlawful to
make such an offer or solicitation in such jurisdiction. Neither the delivery of
this Prospectus nor any sale made hereunder shall under any circumstances create
any  implication  that there has been no change in the  affairs  of the  Company
since the date  hereof or since  the date as of which  information  is set forth
herein.





                                        2

<PAGE>



                              AVAILABLE INFORMATION

                  The  Company  has  filed  with  the  Securities  and  Exchange
Commission (the  "Commission"),  Washington,  D.C., a Registration  Statement on
Form S-8 under the  Securities  Act  relating to the shares of its Common  Stock
offered  hereby.  This Prospectus does not contain all the information set forth
in the  Registration  Statement.  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,  information
statements and other information with the Commission.  For further  information,
reference is made to the Registration Statement, including the exhibits filed as
a part thereof, and to such reports,  proxy statements,  information  statements
and other information, which may be inspected and copied at the public reference
facilities  maintained by the Commission at 450 Fifth Street, N.W.,  Washington,
D.C.  20549, at the Midwest  Regional  Office at 500 West Madison Street,  Suite
1400,  Chicago,  Illinois 60661 and at the Northeast  Regional Office at 7 World
Trade Center,  Suite 1300,  New York,  NY 10048.  Copies of such material can be
obtained from the Public Reference Section of the Commission,  Washington,  D.C.
20549, at prescribed  rates.  The Company's common stock is listed on the NASDAQ
Small Cap  Market and on the  Boston  Stock  Exchange.  Certain  reports,  proxy
statements and other information  concerning the Company can be inspected at the
Boston Stock Exchange, One Boston Place, Boston, Massachusetts 02108, and at the
NASD, 1735 K Street, N.W., Washington, DC 20006.


                                  RISK FACTORS

                  An investment in the securities  offered hereby is speculative
in  nature,  involves  a high  degree  of risk,  and  should  not be made by any
investor who cannot afford the loss of his entire  investment.  Each prospective
purchaser  should  carefully  consider the  following  risks,  as well as others
described elsewhere in the Prospectus, before making an investment.


                  1. LIMITED OPERATING  HISTORY;  LOSSES;  ACCUMULATED  DEFICIT.
Although  the  Company  was  formed  in  1984,  it did  not  commence  providing
consulting  services on a significant  basis until 1986. The Company  reported a
net loss of $1,243,960 for the nine-month period ended September 30, 1995 and of
$2,388,953  for the fiscal year ended  December  31,  1994.  For the fiscal year
ended  December  31,  1993,  the  Company  reported a net loss of  $595,012.  At
September 30, 1995, the Company had an accumulated  deficit of $11,241,630.  The
Company's   operations  are  subject  to  numerous  risks  associated  with  the
establishment and development of a new business.  Current levels of revenue from
licensing  its  technology  and the  reduction  of  revenue  from the  Company's
ergonomic  workplace  assessment and traditional  ergonomic  consulting services
have  contributed  to the Company's  current  losses.  The historic  losses will
continue  until  the  Company  increases  the  sales of these  services  and the
licensing of its  technology.  The Company is reviewing  its sales and marketing
plans and working with existing  licensees to expedite  product  development  in
order  to  expedite  the  opportunities  to  receive  revenue.  There  can be no
assurance that sales or licensing revenue will be materially  increased so as to
cause the Company to operate at a profit.  The Company expects ordinary expenses
of approximately $200,000 a month for




                                        3

<PAGE>



fiscal  1996.  This  amount is the  minimum  fixed cost  required to service the
Company's  existing  contracts.  The costs are fixed costs and until the Company
can increase its revenue to such levels, it will continue to operate at a loss.

                  2. NO ESTABLISHED MARKETS. The Company's products and services
are not widely used at this time and the Company must educate its  customers and
potential customers as to the value of its services and technology. There can be
no assurance  the  Company's  clients or potential  clients will find  ergonomic
consulting  services or products of the type provided or proposed to be provided
by the Company desirable or of economic value.

                  3. RISKS OF EXPANSION.  The Company has incurred and continues
to incur significant costs to retain qualified management personnel,  engineers,
scientists and ergonomists,  and for marketing and promotional  activities.  The
Company's  expenses may exceed its  revenues  until such time,  if ever,  as the
volume and  profitability  of its business  increase to the extent  necessary to
offset these expenses.  The Company may also incur increased expenses related to
services performed for particular clients prior to receipt of any fees from such
clients and, accordingly, may experience further decreases in its available cash
during the early stages of expansion.

                  4. DEPENDENCE ON MAJOR CUSTOMERS. During the fiscal year ended
December 31, 1993, McCord Winn Textron,  Inc. and U.S. Surgical Corp.  accounted
for 44% and 6%,  respectively,  and 50%, in the aggregate,  of the Company's net
revenue.  During  the  fiscal  year  ended  December  31,  1994,  an  Indonesian
government  agency,  Aircraft Industry of Indonesia,  Reebok  International Ltd.
("Reebok") and Lumex, Inc. together accounted for 59%, 17% and 9%, respectively,
and 85%, in the aggregate,  of the Company's net revenue. During the fiscal year
ended December 31, 1995, BE Aerospace  Inc.,  Remington  Arms Company,  Inc. and
Reebok accounted for 29%, 12% and 11% respectively, and 52% in the aggregate, of
the Company's net revenue.  Since the Company is often  retained to consult with
respect to particular  problems or to present seminars or training sessions,  it
is typically retained by a client for a limited period of time and the Company's
services may not be needed after the completion of such assignment. No assurance
can be given that the Company  will  continue to be retained by any of its major
clients beyond the current  project or that such clients will retain the Company
for any future services.

                  5.  EFFECT OF STATE OF ECONOMY.  The market for the  Company's
services may be adversely  affected by a recession or other  economic  downturn.
The services  provided by the Company are usually new  services  not  previously
budgeted by potential customers. During an economic recession, such services may
be  considered  discretionary  and delays in commencing  ergonomic  programs are
possible.  In addition,  clients  currently  using the Company's  services could
decide to reduce their commitment for future use of such services as the economy
worsens or the market for their products and services is reduced.

                  6. GROWTH LIMITATIONS INHERENT IN SERVICE PORTION OF BUSINESS.
The specialized ergonomic services typically provided by the Company require
significant time and attention of the Company's technical personnel.
Accordingly, the Company's ability to deliver such specialized services is




                                        4

<PAGE>



limited by the relatively few qualified personnel employed by the Company at any
given time to perform these services.

                  7. FIXED PRICE CONTRACTS. The services provided by the Company
are often  offered to clients on a fixed price  basis.  In setting its price for
services,  the Company  seeks to estimate the man hours that will be required to
provide the  services.  To the extent that the  Company  underestimates  the man
hours that will be required,  the Company could realize a loss on any particular
contract or contracts.  In addition, in certain  circumstances,  the Company may
seek to establish a relationship with a particular client by offering to provide
services  based upon an hourly  rate which does not reflect the full cost to the
Company of providing these services.  With respect to any contracts entered into
at such hourly rates, the Company will have additional exposure to losses.

                  8. LIMITED RIGHTS TO CERTAIN  PRODUCTS.  In certain cases, the
Company may develop  products for its clients in response to a specific  request
of such client. In such cases, the client may fund all or a significant  portion
of the Company's  research and development  costs. The commercial  rights to any
products developed as a result of such efforts typically belong to the Company's
clients and not the  Company.  Although the Company  believes  that it otherwise
owns the rights to develop any products  derived from work performed,  including
certain  products under  development  by the Company,  no assurance can be given
that any client which has retained the Company will not in the future assert the
right to  restrict  the  Company's  activities  with  respect to any  technology
developed  or claim  rights  to  products  sought  to be  commercialized  by the
Company.

                  9. LACK OF PATENT  PROTECTION;  RELIANCE  ON TRADE  SECRET AND
COPYRIGHT  PROTECTION.  Although  the Company has obtained  eight United  States
patents and has filed seven additional United States patent applications,  there
can be no assurance that its software programs are entitled to patent protection
or that the claims in the pending  patent  applications  otherwise will issue as
patents,  that any issued  patent  will  provide the  Company  with  significant
competitive  advantages,  or that challenges will not be instituted  against the
validity  or  enforceability  of  any  patents  owned  by  the  Company  or,  if
instituted,  that such challenges will not be successful. The cost of litigation
to uphold the validity of a patent and prevent  infringement  can be substantial
even if the Company prevails. Furthermore, there can be no assurance that others
will not  independently  develop similar  technologies,  duplicate the Company's
technology or design around the patented aspects of the Company's  technology or
that the Company will not infringe  patents or other rights owned by others.  If
patents do not issue from present or future patent applications, the Company may
be subject to greater competition.

                  With the  exception of two of its training  manuals which were
developed  for the U.S.  Department  of  Labor  and are not  copyrightable,  the
Company's training manuals and materials and its principal  proprietary software
programs have been  copyrighted by the Company and  accordingly are protected to
the extent provided under the United States  copyright laws.  These laws provide
only  limited  protection,  however,  since they do not  protect  the "ideas" or
"concepts"  reflected  in such  materials  or  software,  but only  protect  the
expression of the "ideas" or  "concepts"  contained  therein.  While the Company
employs contractual arrangements with its




                                        5

<PAGE>



employees,  consultants  and  customers,  and  implements  various  measures  to
maintain  "trade  secret"  protection for its products in an attempt to maintain
the  proprietary  nature of its products,  there can be no assurance  that these
measures will be successful. Accordingly, there is no assurance that competitors
may not  develop  products,  materials  or  software  which  perform  similar or
identical functions as the Company's products, training materials or proprietary
software  without  infringing  upon the Company's  copyrights or violating trade
secret laws.  The legal and factual  issues arising in copyright or trade secret
litigation  are often both  complex  and  unclear and any attempt to enforce the
Company's  rights  thereunder will face both the high cost of litigation and the
uncertainty of the result.

                  10. GOVERNMENT  REGULATION.  The Company does not believe that
its present and  currently  proposed  activities  are  generally  subject to any
material  government  regulation in the United States or other countries.  It is
possible  that  certain  products  developed  by the Company in the future as an
adjunct  to its  principal  ergonomics  business,  might  be  deemed  under  new
legislation or  regulations  to be "medical  devices" or otherwise be subject to
the  jurisdiction  of the  Federal  Food  and  Drug  Administration  or  similar
agencies.  In the  event  that  any  product  is  subject  to such  governmental
regulation,  the Company will be required to obtain  necessary  approvals  which
could delay or, in certain  circumstances,  even prevent the introduction to the
marketplace of such product and result in significant  additional  expense.  The
Company cannot predict the extent to which it may be affected by legislative and
other regulatory  developments  under the Occupational  Safety and Health Act or
otherwise.

                  11. RETENTION OF KEY PERSONNEL; LIMITED MANAGEMENT EXPERIENCE.
There can be no  assurance  that the Company will be able to retain the services
of its key  personnel  and the loss of the services of its key  personnel  could
have a material  adverse  effect on the  Company's  business and  prospects.  On
February 9, 1995, Dr. Clifford M. Gross, the Company's Chairman of the Board and
Chief  Executive  Officer,  resigned his  positions  with the Company  effective
February 16, 1995 in order to pursue other interests.  Dr. Gross is a consultant
to the Company.  On February 16, 1995, Michael Strauss,  the President and Chief
Operating  Officer,  was elected to the additional  positions of Chairman of the
Board of Directors and Chief  Executive  Officer.  On February 16, 1995,  Robert
Wong, a current  director,  was appointed Vice Chairman and Chief of Technology.
The Board of  Directors  believes  that Mr.  Strauss  and Mr.  Wong  possess the
operational,  technical and  management  skills needed by the Company to further
the Company's proprietary biomechanics technology,  and therefore the Board does
not believe Dr. Gross's  resignation  will have a material adverse effect on the
Company. During the past three years six other directors have resigned.

                  12.  COMPETITION.  Other  companies  or  agencies  may, in the
future,  engage in the  development of particular  services that are competitive
with the Company's services. The Company expects that increased competition from
a wide  variety  of  sources  is likely to arise as, if and when the  Company is
successful in expanding  the market for its services and if  ergonomics  becomes
accepted as a means of promoting economic efficiency.  It is likely that some of
such competitors will have significantly greater financial,  technical and other
resources than the Company. Many of the large industrial companies that form the
primary market for the Company's services may also seek to




                                        6

<PAGE>



develop or have already  developed their own ergonomic  programs.  To the extent
that the Company provides  training  programs or manuals to any of such clients,
the need by such  clients of the  Company's  consulting  services  may  decline.
Similar  services may also be supplied by  universities,  hospitals or insurance
companies,  government  agencies  or  other  entities,  many of  which  may have
substantially greater financial and other resources than the Company.

                  13. POTENTIAL LIABILITY;  INSURANCE COVERAGE.  The Company may
be exposed to claims for liability  arising out of injuries,  property damage or
other losses  suffered in connection  with services  provided or designed by the
Company.  The Company currently has liability  insurance for such losses, with a
combined  single limit of $5,000,000.  There can be no assurance that it will be
able to maintain such coverage or obtain  additional  coverage,  at a reasonable
cost or  otherwise,  or that the coverage that it has or that it may obtain will
be sufficient to cover any and all claims. Although no claims have been asserted
to date, in the event that a claim is successfully asserted against the Company,
such claim could have a material adverse effect on the Company.

                  14.  DILUTION.  Purchasers of the Common Stock offered  hereby
risk immediate and substantial  dilution because the net tangible book value per
share of Common  Stock will  decline  upon the  exercise of certain  outstanding
options and warrants.

                  15.  CONTROL BY PRE-IPO  STOCKHOLDERS.  The  stockholders  who
acquired  their shares  prior to the IPO,  including  Dr.  Clifford M. Gross and
members of his family ("Pre-IPO  Stockholders")  beneficially own 958,008 shares
of Common Stock, or  approximately  6.4% of the outstanding  Common Stock of the
Company,  based upon their most recent  filings with the  Commission.  Since the
holders  of Common  Stock do not have  cumulative  voting  rights,  the  Pre-IPO
Stockholders are in a position to substantially influence the election of all of
the directors of the Company and to control the Company's affairs. Subsequent to
the  issuance  of the  Common  Stock,  the  exercise  of the  remaining  Class D
Warrants,  and the  exercise  of the  balance  of the  Finder's  Option  and all
Warrants in  connection  therewith and assuming no exercise of any other options
or  warrants,  the  Pre-IPO  Stockholders  will  beneficially  own  6.4%  of all
outstanding shares of voting stock,  before any exercise of the Class C Warrants
issued in the 1991 Private Placement and the Underwriter's Unit Purchase Option.

                  16. OUTSTANDING  OPTIONS.  As of December 1, 1995, in addition
to the 8,095 shares of Common Stock issuable upon exercise of the balance of the
Finder's  Option (and the exercise of all warrants in connection  therewith) and
the 81,000  treasury  shares that may be issued,  the  Company  had  outstanding
807,659  Class B Warrants,  in turn  exercisable  for  969,191  shares of Common
Stock,  491,588 Class E Warrants to purchase 540,745 shares of Common Stock, the
Underwriter's  Unit Purchase  Option to purchase 97,178 Units at $4.35 per Unit,
as adjusted,  194,356 Class A Warrants  exercisable for 233,227 shares of Common
Stock and 194,356  Class B Warrants  exercisable  for  233,227  shares of Common
Stock  issuable upon the exercise of the  aforementioned  Class A Warrants.  The
Company has also granted options under certain stock option plans to purchase an
aggregate of 2,484,500  additional  shares of its Common Stock (net of exercises
and cancellations,  of which options for 25,000 shares were granted prior to the
IPO) at exercise prices




                                        7

<PAGE>



ranging from $0.922 to $3.219 per share. In addition, the Company has granted to
its  non-management  directors other options to purchase an aggregate of 262,500
shares of its Common Stock at exercise  prices ranging from $0.922 to $1.688 per
share. In addition, the Company has granted, to certain consultants,  outside of
stock option plans, options to purchase an aggregate of 305,000 shares of Common
Stock at exercise prices ranging from $1.047 to $1.516 per share. Holders of the
Finder's  Option and such other options and warrants are likely to exercise them
when, in all likelihood,  the Company could obtain  additional  capital on terms
more  favorable than those  provided by such Finder's  Option,  other options or
warrants.  Further,  while such options and warrants are  outstanding,  they may
adversely affect the terms on which the Company could obtain additional capital.

                  17. FUTURE SALES OF COMMON STOCK.  All the Company's shares of
Common Stock  currently  outstanding and owned by its Pre-IPO  Stockholders  and
other  affiliates  of the Company are  "restricted  securities"  as that term is
defined in Rule 144 under the  Securities  Act, and under certain  circumstances
may be sold without registration  pursuant to that Rule. In general,  under Rule
144, a person who has  satisfied a two-year  holding  period may,  under certain
circumstances,  sell within any three month  period a number of shares of Common
Stock which does not exceed the greater of 1% of the then outstanding  shares of
Common Stock or the average weekly trading volume in such shares during the four
calendar  weeks  prior  to such  sale.  Rule  144 also  permits,  under  certain
circumstances,  the sale of shares without any quantity or other limitation by a
person who is not an affiliate of the Company and who has satisfied a three-year
holding  period.  All of such  outstanding  shares have  satisfied  the Rule 144
two-year holding period requirement and,  accordingly,  are eligible for sale at
any time. Any substantial sale of restricted securities pursuant to Rule 144 may
have an adverse effect on the market price of the Common Stock.  To maintain its
listing on the NASDAQ Small Cap Market, the Company must have total assets of at
least $2  million,  capital and surplus of at least $1 million and a minimum bid
price of $1 per share; provided,  however, the $1 minimum bid price per share is
not applicable if the Company maintains a public float of $1 million and capital
and  surplus  of  $2  million.   Although  the  Company  currently  meets  these
requirements,  in the event the Company  continues  to sustain  losses,  at some
point in the  future,  it will not meet the above  described  standards  and the
Common  Stock would be delisted  from NASDAQ  which could  adversely  affect the
market price of the Common Stock.

                  18. MARKET OVERHANG.  Future sales of outstanding Common Stock
under Rule 144 or  otherwise  could  depress the market  price of the  Company's
Common Stock.  Further,  the options and warrants  presently  outstanding  could
further adversely affect the market for the Common Stock. Any sale of the Common
Stock  acquired  pursuant to the options and warrants  could  depress the market
price of the Common Stock.

                  19.  NON-REGISTRATION IN CERTAIN JURISDICTIONS OF SHARES.  The
Company has not registered the shares offered hereby in all jurisdictions.
The Company has no obligation to effect any such registration or
qualification in all jurisdictions. If the Company elects to attempt such
registration or qualification, no assurances can be given that the Company
will be able to effect any required registration or qualification.  The




                                        8

<PAGE>



Company has qualified the offering in the following states:  New York,
Massachusetts, Rhode Island and Pennsylvania.

                  20. NO  DIVIDENDS.  The Company has paid no cash  dividends on
its  Common  Stock  since its  inception  and does not  anticipate  paying  cash
dividends on its Common Stock in the foreseeable future.

                                   THE COMPANY

                  BCAM  International,  Inc., a New York  corporation  (formerly
Biomechanics  Corporation of America prior to a name change effected on June 22,
1995), and its subsidiaries,  BCAM Technologies,  Inc. (formerly BCA Associates,
Inc.), and BCA Services,  Inc.  (formerly ErgoRisk  Services,  Inc.),  provide a
broad range of consulting services,  primarily to manufacturing companies, using
principles of ergonomics and biomechanics.  These principles combine elements of
engineering  and  physical  medicine  in the design  and  redesign  of  customer
products,  tools and manufacturing  processes which are better suited to or more
compatible with the human body. As part of its consulting services,  the Company
utilizes computer analysis and certain proprietary technology to quantify forces
acting on the human body as it engages in particular activities.

                  The  services  provided by the  Company  and its  subsidiaries
consist of (i) intelligent product services, (ii) ergonomic workplace assessment
services by its subsidiary,  BCA Services, Inc., and (iii) traditional ergonomic
consulting  services.  These services  presently  account for  substantially all
revenues generated by the Company,  and generally are provided under fixed price
contracts.

                                 USE OF PROCEEDS

                  The Company will not receive any proceeds from the sale of the
Shares.

                            SELLING SECURITY HOLDERS

                  The  following  persons are  officers or key  employees of the
Company or one or more of its  subsidiaries,  each of whom is  eligible  to sell
pursuant to this  Prospectus the number of Shares set forth opposite his name in
the table below.

<TABLE>
<CAPTION>
                                                                                                                BENEFICIAL
              SELLING                       BENEFICIAL OWNERSHIP                MAXIMUM OFFERED               OWNERSHIP AFTER
           STOCKHOLDERS                     BEFORE OFFERING (1)                    HEREBY (2)                  OFFERING (3)
-----------------------                     --------------------                ---------------               --------------- 
<S>                                                   <C>                            <C>                                   <C>
Michael Strauss                                       1,000,000                      1,000,000                             0
Chairman of the
Board of Directors
and Chief Executive
Officer

Robert P. Wong                                          500,000                        500,000                             0
Vice Chairman and
Chief Technology
Officer

</TABLE>




                                        9

<PAGE>

<TABLE>
<CAPTION>
                                                                                                                BENEFICIAL
              SELLING                       BENEFICIAL OWNERSHIP                MAXIMUM OFFERED               OWNERSHIP AFTER
           STOCKHOLDERS                     BEFORE OFFERING (1)                    HEREBY (2)                  OFFERING (3)
-----------------------                     --------------------                ---------------               --------------- 
<S>                                                   <C>                            <C>                                   <C>

Daniel Benjamin                                         150,000                        150,000                             0
Chief Financial
Officer and
Corporate Secretary

David West                                              100,000                        100,000                             0
Vice President,
Marketing & Sales

Joel L. Gold                                            107,500                         57,500                        50,000
Director

Lawrence N. Cohen                                        60,000                         60,000                             0
Director

Julian H. Cherubini                                      25,000                         25,000                             0
Director

Glenn F. Santmire                                        25,000                         25,000                             0
Director
</TABLE>


(1)      Assumes the  exercise of all  options  held as of December  31, 1995 to
         purchase  Shares  granted to the Selling  Stockholders  pursuant to the
         Company's 1995 Stock Option Plan, as amended.

(2)      This  statement  of  Maximum  Offered  Hereby  does  not  constitute  a
         commitment  to sell the number of shares of Common  Stock  listed.  The
         number of shares of Common Stock offered shall be determined  from time
         to time by each Selling Stockholder in his or her sole discretion.

(3)      Assumes that the Maximum Offered Hereby is sold by each of the Selling
         Stockholders.

                              PLAN OF DISTRIBUTION

                  It is  anticipated  that the Shares may be offered for sale by
one or more of the Selling  Stockholders  in their  discretion,  on a delayed or
continuous  basis from time to time in transactions in the open market at prices
prevailing at the time of sale on the National Association of Securities Dealers
Automated Quotation System or in negotiated transactions.  Such transactions may
be effected directly by the Selling  Stockholders,  each acting as principal for
his own  account.  Alternatively,  such  transactions  may be  effected  through
brokers,  dealers or other  agents  designated  from time to time by the Selling
Stockholders and such brokers,  dealers or other agents may receive compensation
in the form of customary  brokerage  commissions or concessions from the Selling
Stockholders or the purchasers of the Shares. The Selling  Stockholders also may
pledge  Shares as  collateral  and such Shares  could be resold  pursuant to the
terms of such pledges. The Selling  Stockholders,  brokers who execute orders on
their behalf and other persons who  participate in the offering of the Shares on
their  behalf may be deemed to be  "underwriters"  within the meaning of Section
2(11)  of the  Securities  Act  and a  portion  of the  proceeds  of  sales  and
commissions or concessions may




                                       10

<PAGE>



therefore be deemed  underwriting  compensation  for purposes of the  Securities
Act.  The Company  will not receive  any part of the  proceeds  from the sale of
Shares by the Selling Stockholders.

                                  LEGAL MATTERS

                  Certain legal  matters  relating to the issuance of the Shares
offered hereby have been passed upon for the Company by Rivkin, Radler & Kremer,
Uniondale, New York.

                                     EXPERTS

                  The consolidated  financial  statements of BCAM International,
Inc.   (formerly   Biomechanics   Corporation  of  America)  appearing  in  BCAM
International,  Inc.'s Annual  Report (Form 10-KSB) for the year ended  December
31, 1994, have been audited by Ernst & Young LLP, independent  auditors,  as set
forth in their  report  thereon  included  therein  and  incorporated  herein by
reference.  Such consolidated  financial  statements are incorporated  herein by
reference in reliance upon such report of Ernst & Young LLP,  pertaining to such
financial  statements  given  upon the  authority  of such  firm as  experts  in
accounting and auditing.

                INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

                  The following documents, previously filed by the Company (File
No.  0-18109) with the  Commission  under the Exchange Act are  incorporated  by
reference in this Prospectus and made a part hereof:

                  (1) The Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1994, as amended by Form 10-KSB/A,  dated April 27, 1995, and filed
on April 28, 1995;

                  (2) The Quarterly Report on Form 10-QSB for the fiscal quarter
ended March 31, 1995;

                  (3) The Quarterly Report on Form 10-QSB for the fiscal quarter
ended June 30, 1995;

                  (4) The Quarterly Report on Form 10-QSB for the fiscal quarter
ended September 30, 1995, as amended by Form 10-QSB/A;

                  (5)  The Form 8-K filed on July 10, 1995;

                  (6) All other reports filed pursuant to Section 13(a) or 15(d)
of the Exchange Act since the end of the  Company's  fiscal year ended  December
31, 1994; and

                  (7) The  description  of the  Company's  Common Stock which is
contained in the Company's  Registration  Statement on Form 8-A filed on October
29, 1989 pursuant to Section 12 of the Exchange Act,  including any amendment or
report filed for the purpose of updating such description.

                  All documents  subsequently  filed by the Company  pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective  amendment which indicates that all securities  offered have been
sold or which deregisters all securities then remaining unsold




                                       11

<PAGE>



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

                  The Company will provide without charge to each person to whom
a copy of this Prospectus is delivered,  upon the written or oral request of any
such  person,  a copy of any or all of the  documents  that  have been or may be
incorporated  by reference  into this  Prospectus,  other than  exhibits to such
documents  (unless such exhibits are  specifically  incorporated by reference in
such   documents).   Requests  for  such  copies  should  be  directed  to  BCAM
International,   Inc.,  1800  Walt  Whitman  Road,  Melville,  New  York  11747,
Attention:  Daniel  Benjamin,  Chief  Financial  Officer  and  Secretary,  (516)
752-3550.

                      DISCLOSURE OF COMMISSION POSITION ON
                 INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

                  Sections 721 through 725 of the New York Business  Corporation
Law provide that New York  corporations  shall have the power,  under  specified
circumstances,  to indemnify their directors,  officers, employees and agents in
connection  with actions,  suits or proceedings  brought against them by a third
party or in the right of the corporation by reason of the fact that they were or
are such directors,  officers, employees or agents, against expenses incurred in
such actions,  suits or proceedings.  Article Seventh of the Company's  Restated
Certificate  of  Incorporation  provides for  indemnification  of directors  and
officers of the Company generally in accordance with New York law.

                  Section 721 of the New York Business Corporation Law permits a
corporation to enter into agreements  with its directors and officers  providing
for indemnification for actions,  suits or proceedings brought against them by a
third party or in the right of the corporation,  by reason of the fact that they
were or are such  directors  or  officers,  against  expenses  incurred  in such
actions, suits or proceedings,  provided,  however, that no such indemnification
may be  provided  if a  judgment  or other  final  adjudication  adverse  to the
director or officer  establishes  that his acts were  committed  in bad faith or
were the result of active and  deliberate  dishonesty  and were  material to the
cause of action so adjudicated, or that he personally gained in fact a financial
profit or other advantage to which he was not legally entitled.

                  Under Section 722(a), the corporation may indemnify any person
made, or  threatened to be made, a party to an action or proceeding  (other than
an action by or in the right of the  corporation  to procure a  judgment  in its
favor)  brought  against  him by  reason of the fact that he,  his  testator  or
intestate  was a  director  or  officer of the  corporation,  or served  another
corporation, partnership, joint venture, trust, employee benefit plan or




                                       12

<PAGE>



other   enterprise   in  any  capacity  at  the  request  of  the   corporation.
Indemnification  may be given for judgments,  fines,  amounts paid in settlement
and reasonable expenses,  including attorney's fees, if such director or officer
is shown to have acted in good faith, in furtherance of a purpose believed to be
in the best interests of the corporation,  and, in the case of a criminal action
or proceeding, to have had no reason to believe such conduct was unlawful.

                  Under Section 722(c), the corporation may indemnify any person
made,  or  threatened to be made, a party to an action by or in the right of the
corporation  to procure a  judgment  in its favor by reason of the fact that he,
his testator or intestate is or was a director or officer of the corporation, or
is or was serving at the request of the  corporation as a director or officer of
any  other  corporation  of any  type  or  kind,  domestic  or  foreign,  of any
partnership,  joint venture,  trust,  employee benefit plan or other enterprise,
against amounts paid in settlement and reasonable expenses, including attorneys'
fees, actually and necessarily incurred by him in connection with the defense or
settlement of such action,  or in  connection  with an appeal  therein,  if such
director or officer  acted,  in good faith,  for a purpose  which he  reasonably
believed  to be in, or in the case of service for any other  corporation  or any
partnership,  joint venture,  trust,  employee benefit plan or other enterprise,
not  opposed  to,  the  best  interests  of  the  corporation,  except  that  no
indemnification  under  this  paragraph  shall  be  made  in  respect  of  (1) a
threatened  action,  or a pending action which is settled or otherwise  disposed
of, or (2) any claim,  issue or matter as to which such persona  shall have been
adjudged to be liable to the corporation, unless and only to the extent that the
court in which the action was brought,  or, if no action was brought,  any court
of competent jurisdiction,  determines upon application that, in view of all the
circumstances  of the case,  the person is fairly  and  reasonably  entitled  to
indemnity  for such portion of the  settlement  amount and expenses as the court
deems proper.

                  Indemnification  may be by court order under Section 724 or by
approval  of the  corporation  in the  manner  set forth in the  statute.  Under
Section  723(a),  success on the merits or  otherwise  entitles  the director or
officer  to  indemnification  as  authorized  in  Section  722.  If  not  wholly
successful, indemnification shall be made by the corporation only if a quorum of
the board,  not  including  parties to the action,  finds that the  standards of
Section  722  have  been  met.  If a  quorum  cannot  be  obtained  or,  even if
obtainable,  a quorum of disinterested  directors so direct,  approval may be by
the  board  upon  (i)  the  opinion  of  independent  legal  counsel  or  (ii) a
determination by the shareholders that the standards of conduct have been met by
the  director  or  officer.  Expenses  may be  paid  in  advance  of  the  final
disposition  of an action upon receipt of an undertaking by or on behalf of such
director  or officer  to repay such  amount as and to the  extent,  required  by
Section  725(a).  Under  Section  724,  if  the  corporation  fails  to  provide
indemnification,  the director or officer may apply to the court and may receive
indemnification   to  the   extent   authorized   under   Section   722.   Where
indemnification  is sought by judicial action, the court may allow a person such
reasonable  expenses,  including  attorneys'  fees,  during the  pendency of the
litigation  as are necessary in connection  with that person's  defense,  if the
court finds that the defendant has by their pleadings or during the cause of the
litigation  raised  grave  issues  of fact  or law.  All  expenses  incurred  in
defending an action or proceeding which are advanced by the corporation




                                       13

<PAGE>



under  723(c) or allowed  by a court  under  724(c)  shall be repaid in case the
person  receiving such  advancement  or allowance is ultimately  found not to be
entitled to indemnification,  or whose indemnification is granted, to the extent
the expenses so advanced by the  corporation  or allowed by the court exceed the
indemnification to which he is entitled.  Indemnification  may not be made if it
is inconsistent  with the corporation's  certificate of incorporation,  by-laws,
board  resolutions,  shareholder  resolutions an agreement or other  corporation
action,  in effect at the time of the accrual of the alleged  cause of action in
which  the  expenses  were  incurred,   which  prohibits  or  otherwise   limits
indemnification;  or the indemnification  would be inconsistent with a condition
imposed by the court in approving a settlement.

                  The New York  Business  Corporation  Law permits a corporation
through its certificate of incorporation to prospectively eliminate or limit the
personal  liability of its directors to the corporation or its  shareholders for
damages  for  breach  of  fiduciary  duty  as  a  director,   provided  that  no
indemnification  may be  made if a  judgment  establishes  that  his  acts  were
committed  in bad faith or were the result of active and  deliberate  dishonesty
and were material to the cause of action so  adjudicated,  or that he personally
gained a  financial  profit  or  other  advantage  to  which he was not  legally
entitled.  The Company's  Restated  Certificate of Incorporation  exonerates its
directors  from  personal  liability to the extent  permitted by this  statutory
provision.

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






                                       14

<PAGE>



                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

                  Pursuant  to  Rule  428(b)(1)  of  the  Securities   Act,  the
documents  containing the  information  with respect to the BCAM  International,
Inc.  1995 Stock Option Plan, as amended (the "Plan"),  will be  distributed  to
holders of stock options  granted  under the Plan.  Such  documents  need not be
filed with the Commission  either as part of this  Registration  Statement or as
prospectuses  or prospectus  supplements  pursuant to Rule 424 of the Securities
Act. These documents and the documents  incorporated by reference  herein in the
Registration  Statement  pursuant  to Item 3 of Part II below,  taken  together,
constitute  a prospectus  that meets the  requirements  of Section  10(A) of the
Securities Act.


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.           INCORPORATION OF DOCUMENTS BY REFERENCE.

                  The following documents, previously filed by the Company (File
No.  0-18109) with the  Commission  under the Exchange Act are  incorporated  by
reference in this Registration Statement and made a part hereof:

                  (1) the Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1994, as amended by Form 10-KSB/A,  dated April 27, 1995, and filed
on April 28, 1995;

                  (2) the Quarterly Report on Form 10-QSB for the fiscal quarter
ended March 31, 1995;

                  (3) the Quarterly Report on Form 10-QSB for the fiscal quarter
ended June 30, 1995;

                  (4) the Quarterly Report on Form 10-QSB for the fiscal quarter
ended September 30, 1995, as amended by Form 10-QSB/A;

                  (5)  the Form 8-K filed on July 10, 1995;

                  (6) all other reports filed pursuant to Section 13(a) or 15(d)
of the Exchange Act since the end of the  Company's  fiscal year ended  December
31, 1994; and

                  (7) the  description  of the  Company's  Common Stock which is
contained in the Company's  Registration  Statement on Form 8-A filed on October
29, 1989 pursuant to Section 12 of the Exchange Act,  including any amendment or
report filed for the purpose of updating such description.

                  All documents  subsequently  filed by the Company  pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective  amendment which indicates that all securities  offered have been
sold or which deregisters all securities then remaining unsold




                                     II - 1

<PAGE>



shall be deemed to be incorporated by reference into this Registration Statement
and to be a part hereof from the date of filing of such documents.

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

ITEM 4.           DESCRIPTION OF SECURITIES.

                  Not applicable.

ITEM 5.           INTERESTS OF NAMED EXPERTS AND COUNSEL.

                  Not applicable.

ITEM 6.           INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                  Sections 721 through 725 of the New York Business  Corporation
Law provide that New York  corporations  shall have the power,  under  specified
circumstances,  to indemnify their directors,  officers, employees and agents in
connection  with actions,  suits or proceedings  brought against them by a third
party or in the right of the corporation by reason of the fact that they were or
are such directors,  officers, employees or agents, against expenses incurred in
such actions,  suits or proceedings.  Article Seventh of the Company's  Restated
Certificate  of  Incorporation  provides for  indemnification  of directors  and
officers of the Company generally in accordance with New York law.

                  Section 721 of the New York Business Corporation Law permits a
corporation to enter into agreements  with its directors and officers  providing
for indemnification for actions,  suits or proceedings brought against them by a
third party or in the right of the corporation,  by reason of the fact that they
were or are such  directors  or  officers,  against  expenses  incurred  in such
actions, suits or proceedings,  provided,  however, that no such indemnification
may be  provided  if a  judgment  or other  final  adjudication  adverse  to the
director or officer  establishes  that his acts were  committed  in bad faith or
were the result of active and  deliberate  dishonesty  and were  material to the
cause of action so adjudicated, or that he personally gained in fact a financial
profit or other advantage to which he was not legally entitled.

                  Under Section 722(a), the corporation may indemnify any person
made, or  threatened to be made, a party to an action or proceeding  (other than
an action by or in the right of the  corporation  to procure a  judgment  in its
favor)  brought  against  him by  reason of the fact that he,  his  testator  or
intestate  was a  director  or  officer of the  corporation,  or served  another
corporation,  partnership,  joint venture, trust, employee benefit plan or other
enterprise  in any capacity at the request of the  corporation.  Indemnification
may be given for judgments, fines, amounts paid in settlement




                                     II - 2

<PAGE>



and reasonable expenses,  including attorney's fees, if such director or officer
is shown to have acted in good faith, in furtherance of a purpose believed to be
in the best interests of the corporation,  and, in the case of a criminal action
or proceeding, to have had no reason to believe such conduct was unlawful.

                  Under Section 722(c), the corporation may indemnify any person
made,  or  threatened to be made, a party to an action by or in the right of the
corporation  to procure a  judgment  in its favor by reason of the fact that he,
his testator or intestate is or was a director or officer of the corporation, or
is or was serving at the request of the  corporation as a director or officer of
any  other  corporation  of any  type  or  kind,  domestic  or  foreign,  of any
partnership,  joint venture,  trust,  employee benefit plan or other enterprise,
against amounts paid in settlement and reasonable expenses, including attorneys'
fees, actually and necessarily incurred by him in connection with the defense or
settlement of such action,  or in  connection  with an appeal  therein,  if such
director or officer  acted,  in good faith,  for a purpose  which he  reasonably
believed  to be in, or in the case of service for any other  corporation  or any
partnership,  joint venture,  trust,  employee benefit plan or other enterprise,
not  opposed  to,  the  best  interests  of  the  corporation,  except  that  no
indemnification  under  this  paragraph  shall  be  made  in  respect  of  (1) a
threatened  action,  or a pending action which is settled or otherwise  disposed
of, or (2) any claim,  issue or matter as to which such persona  shall have been
adjudged to be liable to the corporation, unless and only to the extent that the
court in which the action was brought,  or, if no action was brought,  any court
of competent jurisdiction,  determines upon application that, in view of all the
circumstances  of the case,  the person is fairly  and  reasonably  entitled  to
indemnity  for such portion of the  settlement  amount and expenses as the court
deems proper.

                  Indemnification  may be by court order under Section 724 or by
approval  of the  corporation  in the  manner  set forth in the  statute.  Under
Section  723(a),  success on the merits or  otherwise  entitles  the director or
officer  to  indemnification  as  authorized  in  Section  722.  If  not  wholly
successful, indemnification shall be made by the corporation only if a quorum of
the board,  not  including  parties to the action,  finds that the  standards of
Section  722  have  been  met.  If a  quorum  cannot  be  obtained  or,  even if
obtainable,  a quorum of disinterested  directors so direct,  approval may be by
the  board  upon  (i)  the  opinion  of  independent  legal  counsel  or  (ii) a
determination by the shareholders that the standards of conduct have been met by
the  director  or  officer.  Expenses  may be  paid  in  advance  of  the  final
disposition  of an action upon receipt of an undertaking by or on behalf of such
director  or officer  to repay such  amount as and to the  extent,  required  by
Section  725(a).  Under  Section  724,  if  the  corporation  fails  to  provide
indemnification,  the director or officer may apply to the court and may receive
indemnification   to  the   extent   authorized   under   Section   722.   Where
indemnification  is sought by judicial action, the court may allow a person such
reasonable  expenses,  including  attorneys'  fees,  during the  pendency of the
litigation  as are necessary in connection  with that person's  defense,  if the
court finds that the defendant has by their pleadings or during the cause of the
litigation  raised  grave  issues  of fact  or law.  All  expenses  incurred  in
defending an action or proceeding  which are advanced by the  corporation  under
723(c) or allowed  by a court  under  724(c)  shall be repaid in case the person
receiving such advancement or allowance is ultimately found not to be




                                     II - 3

<PAGE>



entitled to indemnification,  or whose indemnification is granted, to the extent
the expenses so advanced by the  corporation  or allowed by the court exceed the
indemnification to which he is entitled.  Indemnification  may not be made if it
is inconsistent  with the corporation's  certificate of incorporation,  by-laws,
board  resolutions,  shareholder  resolutions an agreement or other  corporation
action,  in effect at the time of the accrual of the alleged  cause of action in
which  the  expenses  were  incurred,   which  prohibits  or  otherwise   limits
indemnification;  or the indemnification  would be inconsistent with a condition
imposed by the court in approving a settlement.

                  The New York  Business  Corporation  Law permits a corporation
through its certificate of incorporation to prospectively eliminate or limit the
personal  liability of its directors to the corporation or its  shareholders for
damages  for  breach  of  fiduciary  duty  as  a  director,   provided  that  no
indemnification  may be  made if a  judgment  establishes  that  his  acts  were
committed  in bad faith or were the result of active and  deliberate  dishonesty
and were material to the cause of action so  adjudicated,  or that he personally
gained a  financial  profit  or  other  advantage  to  which he was not  legally
entitled.  The Company's  Restated  Certificate of Incorporation  exonerates its
directors  from  personal  liability to the extent  permitted by this  statutory
provision.

ITEM 7.           EXEMPTION FROM REGISTRATION CLAIMED.

                  Not Applicable.

ITEM 8.           EXHIBITS.

<TABLE>
<CAPTION>
                  EXHIBIT NO.                DESCRIPTION OF EXHIBIT

<S>               <C>                   <C>                   
                  4.4                   1995 Stock Option Plan(1)
                  5.1                   Opinion of Rivkin, Radler & Kremer
                  24.1                  Consent of Ernst & Young LLP
                  24.2                  Consent of Rivkin, Radler & Kremer
                                        (included in Exhibit 5.1)
                  24.3                  Power of Attorney executed by Robert P. Wong
                  24.4                  Power of Attorney executed by Julian H. Cherubini
                  24.5                  Power of Attorney executed by Lawrence N. Cohen
                  24.6                  Power of Attorney executed by Joel L. Gold
                  24.7                  Power of Attorney executed by Glenn F. Santmire
</TABLE>

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

                  (1)Previously filed as Exhibit 10.47 to Registrant's Quarterly
Report  on  Form  10-QSB  for  the  fiscal  quarter  ended  June  30,  1995  and
incorporated herein by reference thereto.






                                     II - 4

<PAGE>



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
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 20% change
in the  maximum  aggregate  offering  price  set  forth in the  "Calculation  of
Registration Fee" table in the effective Registration Statement.

                      (iii) 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;

         PROVIDED,  HOWEVER,  that  paragraphs  (a)(1)(i) and (a)(1)(ii) of this
section  shall  not  apply  if the  information  required  to be  included  in a
post-effective  amendment by those  paragraphs is contained in periodic  reports
filed with or furnished to the Commission by the Registrant  pursuant to Section
13 or Section  15(d) of the Exchange Act that are  incorporated  by reference in
the Registration Statement.

                  (2) That, for the purpose of determining  any liability  under
the Securities Act, each such  post-effective  amendment shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

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




                                     II - 5

<PAGE>




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





                                     II - 6

<PAGE>



                                   SIGNATURES

                  Pursuant to the  requirements  of the  Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly  authorized,  in the County of Suffolk,  State of New York,  on January 26,
1996.

                                   BCAM INTERNATIONAL, INC.



                                   By:/s/Michael Strauss
                                   Michael Strauss, President and Chairman
                                   of the Board of Directors




                                     II - 7

<PAGE>


                                   SIGNATURES

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


<TABLE>
<CAPTION>

         SIGNATURE                                      TITLE                                      DATE
         ---------                                      -----                                      ----     
PRINCIPAL EXECUTIVE OFFICER:


<S>                                               <C>                                          <C> 
   /s/Michael Strauss
----------------------------
   Michael Strauss                                Chairman of the Board,                       January 26, 1996
                                                  President, Chief
                                                  Executive Officer and
                                                  Director


PRINCIPAL FINANCIAL OFFICER:
      /s/Daniel Benjamin
----------------------------
      Daniel Benjamin                             Chief Financial Officer                      January 26, 1996

ADDITIONAL DIRECTORS:

            *
----------------------------
      Robert P. Wong                              Director, Vice Chairman                      January 26, 1996
                                                  and Chief Technology
                                                  Officer        
            *
----------------------------
   Julian H. Cherubini                            Director                                     January 26, 1996

            *
----------------------------
   Lawrence N. Cohen                              Director                                     January 26, 1996

            *
----------------------------
      Joel L. Gold                                Director                                     January 26, 1996

            *
----------------------------
     Glenn F. Santmire                            Director                                     January 26, 1996



         *Michael  Strauss,  by signing his name hereto,  signs this document on
behalf of each of the persons  indicated by an asterisk above pursuant to powers
of attorney duly executed by such person and filed  herewith as exhibits to this
Registration Statement on Form S-8.


                                                                                /s/Michael Strauss
                                                                                --------------------
                                                                                Michael Strauss
                                                                                Attorney-in-Fact

</TABLE>


                                     II - 8

<PAGE>


                                  EXHIBIT INDEX



       Exhibit          Description                                     Page No.
       -------          -----------                                     --------

         5.1            Opinion of Rivkin, Radler & Kremer                E-1

        24.1            Consent of Ernst & Young LLP                      E-2

        24.2            Consent of Rivkin, Radler & Kremer                      
                        (included in Exhibit 5.1)                         E-1

        25.1            Power of Attorney executed by Robert P.                 
                        Wong                                              E-3

        25.2            Power of Attorney executed by Julian H.                 
                        Cherubini                                         E-4

        25.3            Power of Attorney executed by Lawrence N.               
                        Cohen                                             E-5

        25.4            Power of Attorney executed by Joel L. Gold        E-6

        25.5            Power of Attorney executed by Glenn F.                  
                        Santmire                                          E-7




<PAGE>
                                   EXHIBIT 5.1

                            RIVKIN, RADLER & KREMER
                                   EAB Plaza
                         Uniondale, New York 11556-0111


                                                        January 22, 1996



BCAM International, Inc.
1800 Walt Whitman Road
Melville, New York 11747

Gentlemen:

     You have requested our opinion in connection with a Registration  Statement
on Form S-8 to be filed by BCAM  International,  Inc. (the  "Company")  with the
Securities  and Exchange  Commission  pursuant to the Securities Act of 1933, as
amended,  for  registration  under  the  Act of  2,000,000  common  shares  (the
"Shares") in connection with the Company's 1995 Stock Option Plan (the "Plan").

     As counsel for the Company,  we have examined  such records,  documents and
questions of law as we have deemed  appropriate for the purposes of this opinion
and, on the basis  thereof,  advise you that in our opinion all the Shares which
are  currently  outstanding  are, and the  2,000,000  Shares to be issued by the
Company as a result of the exercise,  if any, of the options under the Plan will
be, legally issued and fully paid and non-assessable.

     We hereby  consent  to the  filing of this  opinion  as an  Exhibit  to the
Registration Statement and to the reference to this firm in the Prospectus under
the caption "Legal Matters."

                                              Very truly yours,


                                              /s/ Rivkin, Radler & Kremer

                                      E - 1

<PAGE>
                                  EXHIBIT 24.1


                          
                         Consent of Independent Auditors


     We consent to the reference to our firm under the caption  "Experts" in the
Registration  Statement  (Form S-8) pertaining to the BCAM  International,  Inc.
1995 Stock  Option Plan and to the  incorporation  by  reference  therein of our
report  dated  March  21,  1995,  with  respect  to the  consolidated  financial
statements of BCAM  International,  Inc. (formerly  Biomechanics  Corporation of
America) included in its Annual Report (Form 10-KSB) for the year ended December
31, 1994, filed with the Securities Exchange Commission.

                                                           /s/ ERNST & YOUNG LLP

Melville, New York
January 22, 1996


                                      E - 2

<PAGE>
                                  EXHIBIT 25.1


                                POWER OF ATTORNEY


     KNOWN ALL MEN BY THESE PRESENTS,  that the undersigned  hereby  constitutes
and appoints  Michael  Strauss his true and lawful  attorney-in-fact  and agent,
with full power of  substitution,  for him and in his name,  place and stead; in
any and all  capacities,  in connection  with the BCAM  International  Inc. (the
"Company")  Registration Statement on Form S-8 under the Securities Act of 1933,
as amended, including, without limiting the generality of the foregoing, to sign
the Registration Statement in the name and on behalf of the Company or on behalf
of the  undersigned as a director or officer of the Company,  and any amendments
(including  post-effective  amendments)  to the  Registration  Statement and any
instrument,  contract,  document or other writing of or in  connection  with the
Registration  Statement  or  amendments  thereto and to file the same,  with all
exhibits thereto,  and other documents in connection  therewith,  including this
power of attorney with the Securities and Exchange Commission and any applicable
securities  exchange or  securities  self-regulatory  body,  granting  unto said
attorney-in-fact  and agent full power and  authority to do and perform each and
every  act and  thing  requisite  and  necessary  to be done  in and  about  the
premises,  as  fully  to all  intents  and  purposes  as he might or could do in
person,  hereby  ratifying and  confirming  all that said  attorney-in-fact  and
agent, or his substitute or substitutes,  may lawfully do or cause to be done by
virtue hereof.

     IN WITNESS WHEREOF, the undersigned has signed these presents this 19th day
of January, 1996.



                                              /s/ Robert P. Wong

                                      E - 3

<PAGE>
                                  EXHIBIT 25.2


                                POWER OF ATTORNEY


     KNOWN ALL MEN BY THESE PRESENTS,  that the undersigned  hereby  constitutes
and appoints  Michael  Strauss his true and lawful  attorney-in-fact  and agent,
with full power of  substitution,  for him and in his name,  place and stead; in
any and all  capacities,  in connection  with the BCAM  International  Inc. (the
"Company")  Registration Statement on Form S-8 under the Securities Act of 1933,
as amended, including, without limiting the generality of the foregoing, to sign
the Registration Statement in the name and on behalf of the Company or on behalf
of the  undersigned as a director or officer of the Company,  and any amendments
(including  post-effective  amendments)  to the  Registration  Statement and any
instrument,  contract,  document or other writing of or in  connection  with the
Registration  Statement  or  amendments  thereto and to file the same,  with all
exhibits thereto,  and other documents in connection  therewith,  including this
power of attorney with the Securities and Exchange Commission and any applicable
securities  exchange or  securities  self-regulatory  body,  granting  unto said
attorney-in-fact  and agent full power and  authority to do and perform each and
every  act and  thing  requisite  and  necessary  to be done  in and  about  the
premises,  as  fully  to all  intents  and  purposes  as he might or could do in
person,  hereby  ratifying and  confirming  all that said  attorney-in-fact  and
agent, or his substitute or substitutes,  may lawfully do or cause to be done by
virtue hereof.

     IN WITNESS WHEREOF, the undersigned has signed these presents this 22nd day
of January, 1996.



                                              /s/ Julian H. Cherubini

                                      E - 4




<PAGE>



                                  EXHIBIT 25.3


                                POWER OF ATTORNEY


     KNOWN ALL MEN BY THESE PRESENTS,  that the undersigned  hereby  constitutes
and appoints  Michael  Strauss his true and lawful  attorney-in-fact  and agent,
with full power of  substitution,  for him and in his name,  place and stead; in
any and all  capacities,  in connection  with the BCAM  International  Inc. (the
"Company")  Registration Statement on Form S-8 under the Securities Act of 1933,
as amended, including, without limiting the generality of the foregoing, to sign
the Registration Statement in the name and on behalf of the Company or on behalf
of the  undersigned as a director or officer of the Company,  and any amendments
(including  post-effective  amendments)  to the  Registration  Statement and any
instrument,  contract,  document or other writing of or in  connection  with the
Registration  Statement  or  amendments  thereto and to file the same,  with all
exhibits thereto,  and other documents in connection  therewith,  including this
power of attorney with the Securities and Exchange Commission and any applicable
securities  exchange or  securities  self-regulatory  body,  granting  unto said
attorney-in-fact  and agent full power and  authority to do and perform each and
every  act and  thing  requisite  and  necessary  to be done  in and  about  the
premises,  as  fully  to all  intents  and  purposes  as he might or could do in
person,  hereby  ratifying and  confirming  all that said  attorney-in-fact  and
agent, or his substitute or substitutes,  may lawfully do or cause to be done by
virtue hereof.

     IN WITNESS WHEREOF, the undersigned has signed these presents this 19th day
of January, 1996.



                                              /s/ Lawrence N. Cohen

                                       E-5
<PAGE>

                                  EXHIBIT 25.4


                                POWER OF ATTORNEY


     KNOWN ALL MEN BY THESE PRESENTS,  that the undersigned  hereby  constitutes
and appoints  Michael  Strauss his true and lawful  attorney-in-fact  and agent,
with full power of  substitution,  for him and in his name,  place and stead; in
any and all  capacities,  in connection  with the BCAM  International  Inc. (the
"Company")  Registration Statement on Form S-8 under the Securities Act of 1933,
as amended, including, without limiting the generality of the foregoing, to sign
the Registration Statement in the name and on behalf of the Company or on behalf
of the  undersigned as a director or officer of the Company,  and any amendments
(including  post-effective  amendments)  to the  Registration  Statement and any
instrument,  contract,  document or other writing of or in  connection  with the
Registration  Statement  or  amendments  thereto and to file the same,  with all
exhibits thereto,  and other documents in connection  therewith,  including this
power of attorney with the Securities and Exchange Commission and any applicable
securities  exchange or  securities  self-regulatory  body,  granting  unto said
attorney-in-fact  and agent full power and  authority to do and perform each and
every  act and  thing  requisite  and  necessary  to be done  in and  about  the
premises,  as  fully  to all  intents  and  purposes  as he might or could do in
person,  hereby  ratifying and  confirming  all that said  attorney-in-fact  and
agent, or his substitute or substitutes,  may lawfully do or cause to be done by
virtue hereof.

     IN WITNESS WHEREOF, the undersigned has signed these presents this 19th day
of January, 1996.


                                               /s/ Joel L. Gold

                                      E - 6




<PAGE>
                                  EXHIBIT 25.5


                                POWER OF ATTORNEY


     KNOWN ALL MEN BY THESE PRESENTS,  that the undersigned  hereby  constitutes
and appoints  Michael  Strauss his true and lawful  attorney-in-fact  and agent,
with full power of  substitution,  for him and in his name,  place and stead; in
any and all  capacities,  in connection  with the BCAM  International  Inc. (the
"Company")  Registration Statement on Form S-8 under the Securities Act of 1933,
as amended, including, without limiting the generality of the foregoing, to sign
the Registration Statement in the name and on behalf of the Company or on behalf
of the  undersigned as a director or officer of the Company,  and any amendments
(including  post-effective  amendments)  to the  Registration  Statement and any
instrument,  contract,  document or other writing of or in  connection  with the
Registration  Statement  or  amendments  thereto and to file the same,  with all
exhibits thereto,  and other documents in connection  therewith,  including this
power of attorney with the Securities and Exchange Commission and any applicable
securities  exchange or  securities  self-regulatory  body,  granting  unto said
attorney-in-fact  and agent full power and  authority to do and perform each and
every  act and  thing  requisite  and  necessary  to be done  in and  about  the
premises,  as  fully  to all  intents  and  purposes  as he might or could do in
person,  hereby  ratifying and  confirming  all that said  attorney-in-fact  and
agent, or his substitute or substitutes,  may lawfully do or cause to be done by
virtue hereof.

     IN WITNESS WHEREOF, the undersigned has signed these presents this 19th day
of January, 1996.



                                              /s/ Glenn F. Santmire

                                      E - 7
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 86494}]
{"company-data": {"conformed-name": "BCAM INTERNATIONAL INC", "cik": "0000856143", "assigned-sic": "8711", "irs-number": "133228375", "state-of-incorporation": "NY", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-00461", "film-number": "96507698"}, "business-address": {"street1": "1800 WALT WHITMAN RD", "city": "MELVILLE", "state": "NY", "zip": "11747", "phone": "5167523550"}, "mail-address": {"street1": "1800 WALT WHITMAN RD", "city": "MELVILLE", "state": "NY", "zip": "11747"}, "former-company": {"former-conformed-name": "BIOMECHANICS CORP OF AMERICA", "date-changed": "19920703"}}
Registration No.: 33-______
       =================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                   -------------------------------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                NEW YORK                               13-3228375
     (State or other jurisdiction of                 (I.R.S. Employer
      incorporation or organization)                Identification No.)

          1800 WALT WHITMAN ROAD                          11747
            MELVILLE, NEW YORK
(Address of Principal Executive Offices)               (Zip Code)

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

                            BCAM INTERNATIONAL, INC.
                             1995 STOCK OPTION PLAN

                            (Full title of the plan)

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

                                 MICHAEL STRAUSS
                              Chairman of the Board
                            BCAM International, Inc.
                             1800 Walt Whitman Road
                            Melville, New York 11747
                     (Name and address of agent for service)

                                 (516) 752-3550
          (Telephone number, including area code, of agent for service)

                                    Copy to:

                             BARRY R. SHAPIRO, ESQ.
                             Rivkin, Radler & Kremer
                                    EAB Plaza
                         Uniondale, New York 11556-0111
                                 (516) 357-3000

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

                                                  (Cover continued on next page)
Calculation of Registration Fee

====================================================================================================================================
                                                               Proposed                   Proposed
       Title of                                                 maximum                   maximum
      securities                                               offering                  aggregate                  Amount of
        to be                    Amount to be                  price per                  offering                 registration
      registered                  registered                    unit(1)                   price(1)                     fee
----------------------      -----------------------      ---------------------      --------------------      ----------------------
Common                             2,000,000                   $1.015625                 $2,031,250                  $700.43
Stock, $.01
par value

====================================================================================================================================
(1)      Estimated pursuant to Rules 457(c) and 457(h) solely for the purpose of
         calculating the amount of the  registration  fee based upon the average
         of the  high  and low per  share  prices  of the  Common  Stock  on the
         National  Association of Securities Dealers Automated  Quotation System
         ("NASDAQ") Small Cap Market on January 16, 1996.
EXPLANATORY NOTE

         This  Registration  Statement has been prepared in accordance  with the
requirements  of Form S-8 to register  shares of Common Stock  issuable upon the
exercise of options granted under the  Registrant's  1995 Stock Option Plan (the
"Plan").  Under  cover of this  Form S-8 is a  Reoffer  Prospectus  prepared  in
accordance  with  the  requirements  of Part I of  Form  S-3.  The  S-3  Reoffer
Prospectus  may be utilized for  reofferings of Common Stock acquired by certain
Selling  Stockholders  through the exercise of outstanding options granted under
the Plan.
REOFFER PROSPECTUS

                            BCAM INTERNATIONAL, INC.
                           PRINCIPAL EXECUTIVE OFFICE
                             1800 WALT WHITMAN ROAD
                            MELVILLE, NEW YORK 11747
                                 (516) 752-3550

                        --------------------------------
                        2,000,000 SHARES OF COMMON STOCK
                            PAR VALUE $0.01 PER SHARE
                        --------------------------------

                  The  shares of Common  Stock,  par value  $0.01 per share (the
"Common Stock") of BCAM  International,  Inc. (the "Company") offered hereby are
being sold by certain officers or key employees of the Company or one or more of
its subsidiaries (the "Selling  Stockholders"),  who are offering or may offer a
maximum of 2,000,000 shares of Common Stock (the "Shares") which may be acquired
by them from time to time from the  Company  upon the  exercise  of  options  to
purchase such Shares granted to the Selling Stockholders by the Company pursuant
to the  Company's  1995 Stock Option  Plan,  as amended.  See "Selling  Security
Holders."

THESE SECURITIES ARE SUBJECT TO A HIGH DEGREE OF RISK.  SEE "RISK FACTORS."

                  It is  anticipated  that the Shares may be offered for sale by
one or more of the Selling  Stockholders,  in their discretion,  on a delayed or
continuous  basis from time to time in transactions in the open market at prices
prevailing  at the time of sale on the Boston Stock  Exchange,  the NASDAQ or in
negotiated  transactions.  Such  transactions  may be  effected  directly by the
Selling   Stockholders,   each  acting  as   principal   for  his  own  account.
Alternatively,  such  transactions may be effected  through brokers,  dealers or
other agents designated from time to time by the Selling Stockholders,  and such
brokers,  dealers  or  other  agents  may  receive  compensation  in the form of
customary brokerage  commissions or concessions from the Selling Stockholders or
the purchasers of the Shares. The Selling Stockholders also may pledge Shares as
collateral  and  such  Shares  could be  resold  pursuant  to the  terms of such
pledges.  The Selling  Stockholders,  brokers who execute orders on their behalf
and other persons who  participate in the offering of the Shares on their behalf
may be deemed to be  "underwriters"  within the meaning of Section  2(11) of the
Securities Act of 1933, as amended (the "Securities  Act"), and a portion of the
proceeds  of sales  and  commissions  or  concessions  therefore  may be  deemed
underwriting  compensation  for purposes of the Securities Act. The Company will
not  receive  any part of the  proceeds  from the sale of Shares by the  Selling
Stockholders.

                                                        (continued on next page)

                The date of this Prospectus is January 26, 1996
The  Company  will pay all  costs  and  expenses  incurred  in
connection  with the  registration  of the  Shares  under  the  Securities  Act,
estimated to be $5,000.  The Selling  Stockholders will pay the costs associated
with any sales of Shares,  including any discounts,  commissions  and applicable
transfer taxes.

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

                  No person has been  authorized to give any  information  or to
make any representations not contained in this Prospectus in connection with the
offering made by this  Prospectus,  and, if given or made,  such  information or
representations must not be relied upon as having been authorized by the Company
or the Selling  Stockholders.  This  Prospectus  does not constitute an offer to
sell  or a  solicitation  of an  offer  to buy  the  securities  to  which  this
Prospectus  relates in any  jurisdiction to any person to whom it is unlawful to
make such an offer or solicitation in such jurisdiction. Neither the delivery of
this Prospectus nor any sale made hereunder shall under any circumstances create
any  implication  that there has been no change in the  affairs  of the  Company
since the date  hereof or since  the date as of which  information  is set forth
herein.

                                        2
AVAILABLE INFORMATION

                  The  Company  has  filed  with  the  Securities  and  Exchange
Commission (the  "Commission"),  Washington,  D.C., a Registration  Statement on
Form S-8 under the  Securities  Act  relating to the shares of its Common  Stock
offered  hereby.  This Prospectus does not contain all the information set forth
in the  Registration  Statement.  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,  information
statements and other information with the Commission.  For further  information,
reference is made to the Registration Statement, including the exhibits filed as
a part thereof, and to such reports,  proxy statements,  information  statements
and other information, which may be inspected and copied at the public reference
facilities  maintained by the Commission at 450 Fifth Street, N.W.,  Washington,
D.C.  20549, at the Midwest  Regional  Office at 500 West Madison Street,  Suite
1400,  Chicago,  Illinois 60661 and at the Northeast  Regional Office at 7 World
Trade Center,  Suite 1300,  New York,  NY 10048.  Copies of such material can be
obtained from the Public Reference Section of the Commission,  Washington,  D.C.
20549, at prescribed  rates.  The Company's common stock is listed on the NASDAQ
Small Cap  Market and on the  Boston  Stock  Exchange.  Certain  reports,  proxy
statements and other information  concerning the Company can be inspected at the
Boston Stock Exchange, One Boston Place, Boston, Massachusetts 02108, and at the
NASD, 1735 K Street, N.W., Washington, DC 20006.

                                  RISK FACTORS

                  An investment in the securities  offered hereby is speculative
in  nature,  involves  a high  degree  of risk,  and  should  not be made by any
investor who cannot afford the loss of his entire  investment.  Each prospective
purchaser  should  carefully  consider the  following  risks,  as well as others
described elsewhere in the Prospectus, before making an investment.

                  1. LIMITED OPERATING  HISTORY;  LOSSES;  ACCUMULATED  DEFICIT.
Although  the  Company  was  formed  in  1984,  it did  not  commence  providing
consulting  services on a significant  basis until 1986. The Company  reported a
net loss of $1,243,960 for the nine-month period ended September 30, 1995 and of
$2,388,953  for the fiscal year ended  December  31,  1994.  For the fiscal year
ended  December  31,  1993,  the  Company  reported a net loss of  $595,012.  At
September 30, 1995, the Company had an accumulated  deficit of $11,241,630.  The
Company's   operations  are  subject  to  numerous  risks  associated  with  the
establishment and development of a new business.  Current levels of revenue from
licensing  its  technology  and the  reduction  of  revenue  from the  Company's
ergonomic  workplace  assessment and traditional  ergonomic  consulting services
have  contributed  to the Company's  current  losses.  The historic  losses will
continue  until  the  Company  increases  the  sales of these  services  and the
licensing of its  technology.  The Company is reviewing  its sales and marketing
plans and working with existing  licensees to expedite  product  development  in
order  to  expedite  the  opportunities  to  receive  revenue.  There  can be no
assurance that sales or licensing revenue will be materially  increased so as to
cause the Company to operate at a profit.  The Company expects ordinary expenses
of approximately $200,000 a month for

                                        3
fiscal  1996.  This  amount is the  minimum  fixed cost  required to service the
Company's  existing  contracts.  The costs are fixed costs and until the Company
can increase its revenue to such levels, it will continue to operate at a loss.

                  2. NO ESTABLISHED MARKETS. The Company's products and services
are not widely used at this time and the Company must educate its  customers and
potential customers as to the value of its services and technology. There can be
no assurance  the  Company's  clients or potential  clients will find  ergonomic
consulting  services or products of the type provided or proposed to be provided
by the Company desirable or of economic value.

                  3. RISKS OF EXPANSION.  The Company has incurred and continues
to incur significant costs to retain qualified management personnel,  engineers,
scientists and ergonomists,  and for marketing and promotional  activities.  The
Company's  expenses may exceed its  revenues  until such time,  if ever,  as the
volume and  profitability  of its business  increase to the extent  necessary to
offset these expenses.  The Company may also incur increased expenses related to
services performed for particular clients prior to receipt of any fees from such
clients and, accordingly, may experience further decreases in its available cash
during the early stages of expansion.

                  4. DEPENDENCE ON MAJOR CUSTOMERS. During the fiscal year ended
December 31, 1993, McCord Winn Textron,  Inc. and U.S. Surgical Corp.  accounted
for 44% and 6%,  respectively,  and 50%, in the aggregate,  of the Company's net
revenue.  During  the  fiscal  year  ended  December  31,  1994,  an  Indonesian
government  agency,  Aircraft Industry of Indonesia,  Reebok  International Ltd.
("Reebok") and Lumex, Inc. together accounted for 59%, 17% and 9%, respectively,
and 85%, in the aggregate,  of the Company's net revenue. During the fiscal year
ended December 31, 1995, BE Aerospace  Inc.,  Remington  Arms Company,  Inc. and
Reebok accounted for 29%, 12% and 11% respectively, and 52% in the aggregate, of
the Company's net revenue.  Since the Company is often  retained to consult with
respect to particular  problems or to present seminars or training sessions,  it
is typically retained by a client for a limited period of time and the Company's
services may not be needed after the completion of such assignment. No assurance
can be given that the Company  will  continue to be retained by any of its major
clients beyond the current  project or that such clients will retain the Company
for any future services.

                  5.  EFFECT OF STATE OF ECONOMY.  The market for the  Company's
services may be adversely  affected by a recession or other  economic  downturn.
The services  provided by the Company are usually new  services  not  previously
budgeted by potential customers. During an economic recession, such services may
be  considered  discretionary  and delays in commencing  ergonomic  programs are
possible.  In addition,  clients  currently  using the Company's  services could
decide to reduce their commitment for future use of such services as the economy
worsens or the market for their products and services is reduced.

                  6. GROWTH LIMITATIONS INHERENT IN SERVICE PORTION OF BUSINESS.
The specialized ergonomic services typically provided by the Company require
significant time and attention of the Company's technical personnel.
Accordingly, the Company's ability to deliver such specialized services is

                                        4
limited by the relatively few qualified personnel employed by the Company at any
given time to perform these services.

                  7. FIXED PRICE CONTRACTS. The services provided by the Company
are often  offered to clients on a fixed price  basis.  In setting its price for
services,  the Company  seeks to estimate the man hours that will be required to
provide the  services.  To the extent that the  Company  underestimates  the man
hours that will be required,  the Company could realize a loss on any particular
contract or contracts.  In addition, in certain  circumstances,  the Company may
seek to establish a relationship with a particular client by offering to provide
services  based upon an hourly  rate which does not reflect the full cost to the
Company of providing these services.  With respect to any contracts entered into
at such hourly rates, the Company will have additional exposure to losses.

                  8. LIMITED RIGHTS TO CERTAIN  PRODUCTS.  In certain cases, the
Company may develop  products for its clients in response to a specific  request
of such client. In such cases, the client may fund all or a significant  portion
of the Company's  research and development  costs. The commercial  rights to any
products developed as a result of such efforts typically belong to the Company's
clients and not the  Company.  Although the Company  believes  that it otherwise
owns the rights to develop any products  derived from work performed,  including
certain  products under  development  by the Company,  no assurance can be given
that any client which has retained the Company will not in the future assert the
right to  restrict  the  Company's  activities  with  respect to any  technology
developed  or claim  rights  to  products  sought  to be  commercialized  by the
Company.

                  9. LACK OF PATENT  PROTECTION;  RELIANCE  ON TRADE  SECRET AND
COPYRIGHT  PROTECTION.  Although  the Company has obtained  eight United  States
patents and has filed seven additional United States patent applications,  there
can be no assurance that its software programs are entitled to patent protection
or that the claims in the pending  patent  applications  otherwise will issue as
patents,  that any issued  patent  will  provide the  Company  with  significant
competitive  advantages,  or that challenges will not be instituted  against the
validity  or  enforceability  of  any  patents  owned  by  the  Company  or,  if
instituted,  that such challenges will not be successful. The cost of litigation
to uphold the validity of a patent and prevent  infringement  can be substantial
even if the Company prevails. Furthermore, there can be no assurance that others
will not  independently  develop similar  technologies,  duplicate the Company's
technology or design around the patented aspects of the Company's  technology or
that the Company will not infringe  patents or other rights owned by others.  If
patents do not issue from present or future patent applications, the Company may
be subject to greater competition.

                  With the  exception of two of its training  manuals which were
developed  for the U.S.  Department  of  Labor  and are not  copyrightable,  the
Company's training manuals and materials and its principal  proprietary software
programs have been  copyrighted by the Company and  accordingly are protected to
the extent provided under the United States  copyright laws.  These laws provide
only  limited  protection,  however,  since they do not  protect  the "ideas" or
"concepts"  reflected  in such  materials  or  software,  but only  protect  the
expression of the "ideas" or  "concepts"  contained  therein.  While the Company
employs contractual arrangements with its

                                        5
employees,  consultants  and  customers,  and  implements  various  measures  to
maintain  "trade  secret"  protection for its products in an attempt to maintain
the  proprietary  nature of its products,  there can be no assurance  that these
measures will be successful. Accordingly, there is no assurance that competitors
may not  develop  products,  materials  or  software  which  perform  similar or
identical functions as the Company's products, training materials or proprietary
software  without  infringing  upon the Company's  copyrights or violating trade
secret laws.  The legal and factual  issues arising in copyright or trade secret
litigation  are often both  complex  and  unclear and any attempt to enforce the
Company's  rights  thereunder will face both the high cost of litigation and the
uncertainty of the result.

                  10. GOVERNMENT  REGULATION.  The Company does not believe that
its present and  currently  proposed  activities  are  generally  subject to any
material  government  regulation in the United States or other countries.  It is
possible  that  certain  products  developed  by the Company in the future as an
adjunct  to its  principal  ergonomics  business,  might  be  deemed  under  new
legislation or  regulations  to be "medical  devices" or otherwise be subject to
the  jurisdiction  of the  Federal  Food  and  Drug  Administration  or  similar
agencies.  In the  event  that  any  product  is  subject  to such  governmental
regulation,  the Company will be required to obtain  necessary  approvals  which
could delay or, in certain  circumstances,  even prevent the introduction to the
marketplace of such product and result in significant  additional  expense.  The
Company cannot predict the extent to which it may be affected by legislative and
other regulatory  developments  under the Occupational  Safety and Health Act or
otherwise.

                  11. RETENTION OF KEY PERSONNEL; LIMITED MANAGEMENT EXPERIENCE.
There can be no  assurance  that the Company will be able to retain the services
of its key  personnel  and the loss of the services of its key  personnel  could
have a material  adverse  effect on the  Company's  business and  prospects.  On
February 9, 1995, Dr. Clifford M. Gross, the Company's Chairman of the Board and
Chief  Executive  Officer,  resigned his  positions  with the Company  effective
February 16, 1995 in order to pursue other interests.  Dr. Gross is a consultant
to the Company.  On February 16, 1995, Michael Strauss,  the President and Chief
Operating  Officer,  was elected to the additional  positions of Chairman of the
Board of Directors and Chief  Executive  Officer.  On February 16, 1995,  Robert
Wong, a current  director,  was appointed Vice Chairman and Chief of Technology.
The Board of  Directors  believes  that Mr.  Strauss  and Mr.  Wong  possess the
operational,  technical and  management  skills needed by the Company to further
the Company's proprietary biomechanics technology,  and therefore the Board does
not believe Dr. Gross's  resignation  will have a material adverse effect on the
Company. During the past three years six other directors have resigned.

                  12.  COMPETITION.  Other  companies  or  agencies  may, in the
future,  engage in the  development of particular  services that are competitive
with the Company's services. The Company expects that increased competition from
a wide  variety  of  sources  is likely to arise as, if and when the  Company is
successful in expanding  the market for its services and if  ergonomics  becomes
accepted as a means of promoting economic efficiency.  It is likely that some of
such competitors will have significantly greater financial,  technical and other
resources than the Company. Many of the large industrial companies that form the
primary market for the Company's services may also seek to

                                        6
develop or have already  developed their own ergonomic  programs.  To the extent
that the Company provides  training  programs or manuals to any of such clients,
the need by such  clients of the  Company's  consulting  services  may  decline.
Similar  services may also be supplied by  universities,  hospitals or insurance
companies,  government  agencies  or  other  entities,  many of  which  may have
substantially greater financial and other resources than the Company.

                  13. POTENTIAL LIABILITY;  INSURANCE COVERAGE.  The Company may
be exposed to claims for liability  arising out of injuries,  property damage or
other losses  suffered in connection  with services  provided or designed by the
Company.  The Company currently has liability  insurance for such losses, with a
combined  single limit of $5,000,000.  There can be no assurance that it will be
able to maintain such coverage or obtain  additional  coverage,  at a reasonable
cost or  otherwise,  or that the coverage that it has or that it may obtain will
be sufficient to cover any and all claims. Although no claims have been asserted
to date, in the event that a claim is successfully asserted against the Company,
such claim could have a material adverse effect on the Company.

                  14.  DILUTION.  Purchasers of the Common Stock offered  hereby
risk immediate and substantial  dilution because the net tangible book value per
share of Common  Stock will  decline  upon the  exercise of certain  outstanding
options and warrants.

                  15.  CONTROL BY PRE-IPO  STOCKHOLDERS.  The  stockholders  who
acquired  their shares  prior to the IPO,  including  Dr.  Clifford M. Gross and
members of his family ("Pre-IPO  Stockholders")  beneficially own 958,008 shares
of Common Stock, or  approximately  6.4% of the outstanding  Common Stock of the
Company,  based upon their most recent  filings with the  Commission.  Since the
holders  of Common  Stock do not have  cumulative  voting  rights,  the  Pre-IPO
Stockholders are in a position to substantially influence the election of all of
the directors of the Company and to control the Company's affairs. Subsequent to
the  issuance  of the  Common  Stock,  the  exercise  of the  remaining  Class D
Warrants,  and the  exercise  of the  balance  of the  Finder's  Option  and all
Warrants in  connection  therewith and assuming no exercise of any other options
or  warrants,  the  Pre-IPO  Stockholders  will  beneficially  own  6.4%  of all
outstanding shares of voting stock,  before any exercise of the Class C Warrants
issued in the 1991 Private Placement and the Underwriter's Unit Purchase Option.

                  16. OUTSTANDING  OPTIONS.  As of December 1, 1995, in addition
to the 8,095 shares of Common Stock issuable upon exercise of the balance of the
Finder's  Option (and the exercise of all warrants in connection  therewith) and
the 81,000  treasury  shares that may be issued,  the  Company  had  outstanding
807,659  Class B Warrants,  in turn  exercisable  for  969,191  shares of Common
Stock,  491,588 Class E Warrants to purchase 540,745 shares of Common Stock, the
Underwriter's  Unit Purchase  Option to purchase 97,178 Units at $4.35 per Unit,
as adjusted,  194,356 Class A Warrants  exercisable for 233,227 shares of Common
Stock and 194,356  Class B Warrants  exercisable  for  233,227  shares of Common
Stock  issuable upon the exercise of the  aforementioned  Class A Warrants.  The
Company has also granted options under certain stock option plans to purchase an
aggregate of 2,484,500  additional  shares of its Common Stock (net of exercises
and cancellations,  of which options for 25,000 shares were granted prior to the
IPO) at exercise prices

                                        7
ranging from $0.922 to $3.219 per share. In addition, the Company has granted to
its  non-management  directors other options to purchase an aggregate of 262,500
shares of its Common Stock at exercise  prices ranging from $0.922 to $1.688 per
share. In addition, the Company has granted, to certain consultants,  outside of
stock option plans, options to purchase an aggregate of 305,000 shares of Common
Stock at exercise prices ranging from $1.047 to $1.516 per share. Holders of the
Finder's  Option and such other options and warrants are likely to exercise them
when, in all likelihood,  the Company could obtain  additional  capital on terms
more  favorable than those  provided by such Finder's  Option,  other options or
warrants.  Further,  while such options and warrants are  outstanding,  they may
adversely affect the terms on which the Company could obtain additional capital.

                  17. FUTURE SALES OF COMMON STOCK.  All the Company's shares of
Common Stock  currently  outstanding and owned by its Pre-IPO  Stockholders  and
other  affiliates  of the Company are  "restricted  securities"  as that term is
defined in Rule 144 under the  Securities  Act, and under certain  circumstances
may be sold without registration  pursuant to that Rule. In general,  under Rule
144, a person who has  satisfied a two-year  holding  period may,  under certain
circumstances,  sell within any three month  period a number of shares of Common
Stock which does not exceed the greater of 1% of the then outstanding  shares of
Common Stock or the average weekly trading volume in such shares during the four
calendar  weeks  prior  to such  sale.  Rule  144 also  permits,  under  certain
circumstances,  the sale of shares without any quantity or other limitation by a
person who is not an affiliate of the Company and who has satisfied a three-year
holding  period.  All of such  outstanding  shares have  satisfied  the Rule 144
two-year holding period requirement and,  accordingly,  are eligible for sale at
any time. Any substantial sale of restricted securities pursuant to Rule 144 may
have an adverse effect on the market price of the Common Stock.  To maintain its
listing on the NASDAQ Small Cap Market, the Company must have total assets of at
least $2  million,  capital and surplus of at least $1 million and a minimum bid
price of $1 per share; provided,  however, the $1 minimum bid price per share is
not applicable if the Company maintains a public float of $1 million and capital
and  surplus  of  $2  million.   Although  the  Company  currently  meets  these
requirements,  in the event the Company  continues  to sustain  losses,  at some
point in the  future,  it will not meet the above  described  standards  and the
Common  Stock would be delisted  from NASDAQ  which could  adversely  affect the
market price of the Common Stock.

                  18. MARKET OVERHANG.  Future sales of outstanding Common Stock
under Rule 144 or  otherwise  could  depress the market  price of the  Company's
Common Stock.  Further,  the options and warrants  presently  outstanding  could
further adversely affect the market for the Common Stock. Any sale of the Common
Stock  acquired  pursuant to the options and warrants  could  depress the market
price of the Common Stock.

                  19.  NON-REGISTRATION IN CERTAIN JURISDICTIONS OF SHARES.  The
Company has not registered the shares offered hereby in all jurisdictions.
The Company has no obligation to effect any such registration or
qualification in all jurisdictions. If the Company elects to attempt such
registration or qualification, no assurances can be given that the Company
will be able to effect any required registration or qualification.  The

                                        8
Company has qualified the offering in the following states:  New York,
Massachusetts, Rhode Island and Pennsylvania.

                  20. NO  DIVIDENDS.  The Company has paid no cash  dividends on
its  Common  Stock  since its  inception  and does not  anticipate  paying  cash
dividends on its Common Stock in the foreseeable future.

                                   THE COMPANY

                  BCAM  International,  Inc., a New York  corporation  (formerly
Biomechanics  Corporation of America prior to a name change effected on June 22,
1995), and its subsidiaries,  BCAM Technologies,  Inc. (formerly BCA Associates,
Inc.), and BCA Services,  Inc.  (formerly ErgoRisk  Services,  Inc.),  provide a
broad range of consulting services,  primarily to manufacturing companies, using
principles of ergonomics and biomechanics.  These principles combine elements of
engineering  and  physical  medicine  in the design  and  redesign  of  customer
products,  tools and manufacturing  processes which are better suited to or more
compatible with the human body. As part of its consulting services,  the Company
utilizes computer analysis and certain proprietary technology to quantify forces
acting on the human body as it engages in particular activities.

                  The  services  provided by the  Company  and its  subsidiaries
consist of (i) intelligent product services, (ii) ergonomic workplace assessment
services by its subsidiary,  BCA Services, Inc., and (iii) traditional ergonomic
consulting  services.  These services  presently  account for  substantially all
revenues generated by the Company,  and generally are provided under fixed price
contracts.

                                 USE OF PROCEEDS

                  The Company will not receive any proceeds from the sale of the
Shares.

                            SELLING SECURITY HOLDERS

                  The  following  persons are  officers or key  employees of the
Company or one or more of its  subsidiaries,  each of whom is  eligible  to sell
pursuant to this  Prospectus the number of Shares set forth opposite his name in
the table below.
BENEFICIAL
              SELLING                       BENEFICIAL OWNERSHIP                MAXIMUM OFFERED               OWNERSHIP AFTER
           STOCKHOLDERS                     BEFORE OFFERING (1)                    HEREBY (2)                  OFFERING (3)
-----------------------                     --------------------                ---------------               ---------------
Michael Strauss                                       1,000,000                      1,000,000                             0
Chairman of the
Board of Directors
and Chief Executive
Officer

Robert P. Wong                                          500,000                        500,000                             0
Vice Chairman and
Chief Technology
Officer
9
BENEFICIAL
              SELLING                       BENEFICIAL OWNERSHIP                MAXIMUM OFFERED               OWNERSHIP AFTER
           STOCKHOLDERS                     BEFORE OFFERING (1)                    HEREBY (2)                  OFFERING (3)
-----------------------                     --------------------                ---------------               ---------------
Daniel Benjamin                                         150,000                        150,000                             0
Chief Financial
Officer and
Corporate Secretary

David West                                              100,000                        100,000                             0
Vice President,
Marketing & Sales

Joel L. Gold                                            107,500                         57,500                        50,000
Director

Lawrence N. Cohen                                        60,000                         60,000                             0
Director

Julian H. Cherubini                                      25,000                         25,000                             0
Director

Glenn F. Santmire                                        25,000                         25,000                             0
Director
(1)      Assumes the  exercise of all  options  held as of December  31, 1995 to
         purchase  Shares  granted to the Selling  Stockholders  pursuant to the
         Company's 1995 Stock Option Plan, as amended.

(2)      This  statement  of  Maximum  Offered  Hereby  does  not  constitute  a
         commitment  to sell the number of shares of Common  Stock  listed.  The
         number of shares of Common Stock offered shall be determined  from time
         to time by each Selling Stockholder in his or her sole discretion.

(3)      Assumes that the Maximum Offered Hereby is sold by each of the Selling
         Stockholders.

                              PLAN OF DISTRIBUTION

                  It is  anticipated  that the Shares may be offered for sale by
one or more of the Selling  Stockholders  in their  discretion,  on a delayed or
continuous  basis from time to time in transactions in the open market at prices
prevailing at the time of sale on the National Association of Securities Dealers
Automated Quotation System or in negotiated transactions.  Such transactions may
be effected directly by the Selling  Stockholders,  each acting as principal for
his own  account.  Alternatively,  such  transactions  may be  effected  through
brokers,  dealers or other  agents  designated  from time to time by the Selling
Stockholders and such brokers,  dealers or other agents may receive compensation
in the form of customary  brokerage  commissions or concessions from the Selling
Stockholders or the purchasers of the Shares. The Selling  Stockholders also may
pledge  Shares as  collateral  and such Shares  could be resold  pursuant to the
terms of such pledges. The Selling  Stockholders,  brokers who execute orders on
their behalf and other persons who  participate in the offering of the Shares on
their  behalf may be deemed to be  "underwriters"  within the meaning of Section
2(11)  of the  Securities  Act  and a  portion  of the  proceeds  of  sales  and
commissions or concessions may

                                       10
therefore be deemed  underwriting  compensation  for purposes of the  Securities
Act.  The Company  will not receive  any part of the  proceeds  from the sale of
Shares by the Selling Stockholders.

                                  LEGAL MATTERS

                  Certain legal  matters  relating to the issuance of the Shares
offered hereby have been passed upon for the Company by Rivkin, Radler & Kremer,
Uniondale, New York.

                                     EXPERTS

                  The consolidated  financial  statements of BCAM International,
Inc.   (formerly   Biomechanics   Corporation  of  America)  appearing  in  BCAM
International,  Inc.'s Annual  Report (Form 10-KSB) for the year ended  December
31, 1994, have been audited by Ernst & Young LLP, independent  auditors,  as set
forth in their  report  thereon  included  therein  and  incorporated  herein by
reference.  Such consolidated  financial  statements are incorporated  herein by
reference in reliance upon such report of Ernst & Young LLP,  pertaining to such
financial  statements  given  upon the  authority  of such  firm as  experts  in
accounting and auditing.

                INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

                  The following documents, previously filed by the Company (File
No.  0-18109) with the  Commission  under the Exchange Act are  incorporated  by
reference in this Prospectus and made a part hereof:

                  (1) The Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1994, as amended by Form 10-KSB/A,  dated April 27, 1995, and filed
on April 28, 1995;

                  (2) The Quarterly Report on Form 10-QSB for the fiscal quarter
ended March 31, 1995;

                  (3) The Quarterly Report on Form 10-QSB for the fiscal quarter
ended June 30, 1995;

                  (4) The Quarterly Report on Form 10-QSB for the fiscal quarter
ended September 30, 1995, as amended by Form 10-QSB/A;

                  (5)  The Form 8-K filed on July 10, 1995;

                  (6) All other reports filed pursuant to Section 13(a) or 15(d)
of the Exchange Act since the end of the  Company's  fiscal year ended  December
31, 1994; and

                  (7) The  description  of the  Company's  Common Stock which is
contained in the Company's  Registration  Statement on Form 8-A filed on October
29, 1989 pursuant to Section 12 of the Exchange Act,  including any amendment or
report filed for the purpose of updating such description.

                  All documents  subsequently  filed by the Company  pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective  amendment which indicates that all securities  offered have been
sold or which deregisters all securities then remaining unsold

                                       11
shall be deemed to be incorporated by reference into this Registration Statement
and to be a part hereof from the date of filing of such documents. Any statement
contained  herein or in a document all or a portion of which is  incorporated or
deemed to be incorporated by reference  herein shall be deemed to be modified or
superseded  for  purposes of this  Registration  Statement  to the extent that a
statement  contained  herein or in any other  subsequently  filed document which
also  is or is  deemed  to be  incorporated  by  reference  herein  modifies  or
supersedes  such statement.  Any such statement so modified or superseded  shall
not be deemed,  except as so modified or amended,  to  constitute a part of this
Registration Statement.

                  The Company will provide without charge to each person to whom
a copy of this Prospectus is delivered,  upon the written or oral request of any
such  person,  a copy of any or all of the  documents  that  have been or may be
incorporated  by reference  into this  Prospectus,  other than  exhibits to such
documents  (unless such exhibits are  specifically  incorporated by reference in
such   documents).   Requests  for  such  copies  should  be  directed  to  BCAM
International,   Inc.,  1800  Walt  Whitman  Road,  Melville,  New  York  11747,
Attention:  Daniel  Benjamin,  Chief  Financial  Officer  and  Secretary,  (516)
752-3550.

                      DISCLOSURE OF COMMISSION POSITION ON
                 INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

                  Sections 721 through 725 of the New York Business  Corporation
Law provide that New York  corporations  shall have the power,  under  specified
circumstances,  to indemnify their directors,  officers, employees and agents in
connection  with actions,  suits or proceedings  brought against them by a third
party or in the right of the corporation by reason of the fact that they were or
are such directors,  officers, employees or agents, against expenses incurred in
such actions,  suits or proceedings.  Article Seventh of the Company's  Restated
Certificate  of  Incorporation  provides for  indemnification  of directors  and
officers of the Company generally in accordance with New York law.

                  Section 721 of the New York Business Corporation Law permits a
corporation to enter into agreements  with its directors and officers  providing
for indemnification for actions,  suits or proceedings brought against them by a
third party or in the right of the corporation,  by reason of the fact that they
were or are such  directors  or  officers,  against  expenses  incurred  in such
actions, suits or proceedings,  provided,  however, that no such indemnification
may be  provided  if a  judgment  or other  final  adjudication  adverse  to the
director or officer  establishes  that his acts were  committed  in bad faith or
were the result of active and  deliberate  dishonesty  and were  material to the
cause of action so adjudicated, or that he personally gained in fact a financial
profit or other advantage to which he was not legally entitled.

                  Under Section 722(a), the corporation may indemnify any person
made, or  threatened to be made, a party to an action or proceeding  (other than
an action by or in the right of the  corporation  to procure a  judgment  in its
favor)  brought  against  him by  reason of the fact that he,  his  testator  or
intestate  was a  director  or  officer of the  corporation,  or served  another
corporation, partnership, joint venture, trust, employee benefit plan or

                                       12
other   enterprise   in  any  capacity  at  the  request  of  the   corporation.
Indemnification  may be given for judgments,  fines,  amounts paid in settlement
and reasonable expenses,  including attorney's fees, if such director or officer
is shown to have acted in good faith, in furtherance of a purpose believed to be
in the best interests of the corporation,  and, in the case of a criminal action
or proceeding, to have had no reason to believe such conduct was unlawful.

                  Under Section 722(c), the corporation may indemnify any person
made,  or  threatened to be made, a party to an action by or in the right of the
corporation  to procure a  judgment  in its favor by reason of the fact that he,
his testator or intestate is or was a director or officer of the corporation, or
is or was serving at the request of the  corporation as a director or officer of
any  other  corporation  of any  type  or  kind,  domestic  or  foreign,  of any
partnership,  joint venture,  trust,  employee benefit plan or other enterprise,
against amounts paid in settlement and reasonable expenses, including attorneys'
fees, actually and necessarily incurred by him in connection with the defense or
settlement of such action,  or in  connection  with an appeal  therein,  if such
director or officer  acted,  in good faith,  for a purpose  which he  reasonably
believed  to be in, or in the case of service for any other  corporation  or any
partnership,  joint venture,  trust,  employee benefit plan or other enterprise,
not  opposed  to,  the  best  interests  of  the  corporation,  except  that  no
indemnification  under  this  paragraph  shall  be  made  in  respect  of  (1) a
threatened  action,  or a pending action which is settled or otherwise  disposed
of, or (2) any claim,  issue or matter as to which such persona  shall have been
adjudged to be liable to the corporation, unless and only to the extent that the
court in which the action was brought,  or, if no action was brought,  any court
of competent jurisdiction,  determines upon application that, in view of all the
circumstances  of the case,  the person is fairly  and  reasonably  entitled  to
indemnity  for such portion of the  settlement  amount and expenses as the court
deems proper.

                  Indemnification  may be by court order under Section 724 or by
approval  of the  corporation  in the  manner  set forth in the  statute.  Under
Section  723(a),  success on the merits or  otherwise  entitles  the director or
officer  to  indemnification  as  authorized  in  Section  722.  If  not  wholly
successful, indemnification shall be made by the corporation only if a quorum of
the board,  not  including  parties to the action,  finds that the  standards of
Section  722  have  been  met.  If a  quorum  cannot  be  obtained  or,  even if
obtainable,  a quorum of disinterested  directors so direct,  approval may be by
the  board  upon  (i)  the  opinion  of  independent  legal  counsel  or  (ii) a
determination by the shareholders that the standards of conduct have been met by
the  director  or  officer.  Expenses  may be  paid  in  advance  of  the  final
disposition  of an action upon receipt of an undertaking by or on behalf of such
director  or officer  to repay such  amount as and to the  extent,  required  by
Section  725(a).  Under  Section  724,  if  the  corporation  fails  to  provide
indemnification,  the director or officer may apply to the court and may receive
indemnification   to  the   extent   authorized   under   Section   722.   Where
indemnification  is sought by judicial action, the court may allow a person such
reasonable  expenses,  including  attorneys'  fees,  during the  pendency of the
litigation  as are necessary in connection  with that person's  defense,  if the
court finds that the defendant has by their pleadings or during the cause of the
litigation  raised  grave  issues  of fact  or law.  All  expenses  incurred  in
defending an action or proceeding which are advanced by the corporation

                                       13
under  723(c) or allowed  by a court  under  724(c)  shall be repaid in case the
person  receiving such  advancement  or allowance is ultimately  found not to be
entitled to indemnification,  or whose indemnification is granted, to the extent
the expenses so advanced by the  corporation  or allowed by the court exceed the
indemnification to which he is entitled.  Indemnification  may not be made if it
is inconsistent  with the corporation's  certificate of incorporation,  by-laws,
board  resolutions,  shareholder  resolutions an agreement or other  corporation
action,  in effect at the time of the accrual of the alleged  cause of action in
which  the  expenses  were  incurred,   which  prohibits  or  otherwise   limits
indemnification;  or the indemnification  would be inconsistent with a condition
imposed by the court in approving a settlement.

                  The New York  Business  Corporation  Law permits a corporation
through its certificate of incorporation to prospectively eliminate or limit the
personal  liability of its directors to the corporation or its  shareholders for
damages  for  breach  of  fiduciary  duty  as  a  director,   provided  that  no
indemnification  may be  made if a  judgment  establishes  that  his  acts  were
committed  in bad faith or were the result of active and  deliberate  dishonesty
and were material to the cause of action so  adjudicated,  or that he personally
gained a  financial  profit  or  other  advantage  to  which he was not  legally
entitled.  The Company's  Restated  Certificate of Incorporation  exonerates its
directors  from  personal  liability to the extent  permitted by this  statutory
provision.

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

                                       14
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

                  Pursuant  to  Rule  428(b)(1)  of  the  Securities   Act,  the
documents  containing the  information  with respect to the BCAM  International,
Inc.  1995 Stock Option Plan, as amended (the "Plan"),  will be  distributed  to
holders of stock options  granted  under the Plan.  Such  documents  need not be
filed with the Commission  either as part of this  Registration  Statement or as
prospectuses  or prospectus  supplements  pursuant to Rule 424 of the Securities
Act. These documents and the documents  incorporated by reference  herein in the
Registration  Statement  pursuant  to Item 3 of Part II below,  taken  together,
constitute  a prospectus  that meets the  requirements  of Section  10(A) of the
Securities Act.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.           INCORPORATION OF DOCUMENTS BY REFERENCE.

                  The following documents, previously filed by the Company (File
No.  0-18109) with the  Commission  under the Exchange Act are  incorporated  by
reference in this Registration Statement and made a part hereof:

                  (1) the Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1994, as amended by Form 10-KSB/A,  dated April 27, 1995, and filed
on April 28, 1995;

                  (2) the Quarterly Report on Form 10-QSB for the fiscal quarter
ended March 31, 1995;

                  (3) the Quarterly Report on Form 10-QSB for the fiscal quarter
ended June 30, 1995;

                  (4) the Quarterly Report on Form 10-QSB for the fiscal quarter
ended September 30, 1995, as amended by Form 10-QSB/A;

                  (5)  the Form 8-K filed on July 10, 1995;

                  (6) all other reports filed pursuant to Section 13(a) or 15(d)
of the Exchange Act since the end of the  Company's  fiscal year ended  December
31, 1994; and

                  (7) the  description  of the  Company's  Common Stock which is
contained in the Company's  Registration  Statement on Form 8-A filed on October
29, 1989 pursuant to Section 12 of the Exchange Act,  including any amendment or
report filed for the purpose of updating such description.

                  All documents  subsequently  filed by the Company  pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective  amendment which indicates that all securities  offered have been
sold or which deregisters all securities then remaining unsold

                                     II - 1
shall be deemed to be incorporated by reference into this Registration Statement
and to be a part hereof from the date of filing of such documents.

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

ITEM 4.           DESCRIPTION OF SECURITIES.

                  Not applicable.

ITEM 5.           INTERESTS OF NAMED EXPERTS AND COUNSEL.

                  Not applicable.

ITEM 6.           INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                  Sections 721 through 725 of the New York Business  Corporation
Law provide that New York  corporations  shall have the power,  under  specified
circumstances,  to indemnify their directors,  officers, employees and agents in
connection  with actions,  suits or proceedings  brought against them by a third
party or in the right of the corporation by reason of the fact that they were or
are such directors,  officers, employees or agents, against expenses incurred in
such actions,  suits or proceedings.  Article Seventh of the Company's  Restated
Certificate  of  Incorporation  provides for  indemnification  of directors  and
officers of the Company generally in accordance with New York law.

                  Section 721 of the New York Business Corporation Law permits a
corporation to enter into agreements  with its directors and officers  providing
for indemnification for actions,  suits or proceedings brought against them by a
third party or in the right of the corporation,  by reason of the fact that they
were or are such  directors  or  officers,  against  expenses  incurred  in such
actions, suits or proceedings,  provided,  however, that no such indemnification
may be  provided  if a  judgment  or other  final  adjudication  adverse  to the
director or officer  establishes  that his acts were  committed  in bad faith or
were the result of active and  deliberate  dishonesty  and were  material to the
cause of action so adjudicated, or that he personally gained in fact a financial
profit or other advantage to which he was not legally entitled.

                  Under Section 722(a), the corporation may indemnify any person
made, or  threatened to be made, a party to an action or proceeding  (other than
an action by or in the right of the  corporation  to procure a  judgment  in its
favor)  brought  against  him by  reason of the fact that he,  his  testator  or
intestate  was a  director  or  officer of the  corporation,  or served  another
corporation,  partnership,  joint venture, trust, employee benefit plan or other
enterprise  in any capacity at the request of the  corporation.  Indemnification
may be given for judgments, fines, amounts paid in settlement

                                     II - 2
and reasonable expenses,  including attorney's fees, if such director or officer
is shown to have acted in good faith, in furtherance of a purpose believed to be
in the best interests of the corporation,  and, in the case of a criminal action
or proceeding, to have had no reason to believe such conduct was unlawful.

                  Under Section 722(c), the corporation may indemnify any person
made,  or  threatened to be made, a party to an action by or in the right of the
corporation  to procure a  judgment  in its favor by reason of the fact that he,
his testator or intestate is or was a director or officer of the corporation, or
is or was serving at the request of the  corporation as a director or officer of
any  other  corporation  of any  type  or  kind,  domestic  or  foreign,  of any
partnership,  joint venture,  trust,  employee benefit plan or other enterprise,
against amounts paid in settlement and reasonable expenses, including attorneys'
fees, actually and necessarily incurred by him in connection with the defense or
settlement of such action,  or in  connection  with an appeal  therein,  if such
director or officer  acted,  in good faith,  for a purpose  which he  reasonably
believed  to be in, or in the case of service for any other  corporation  or any
partnership,  joint venture,  trust,  employee benefit plan or other enterprise,
not  opposed  to,  the  best  interests  of  the  corporation,  except  that  no
indemnification  under  this  paragraph  shall  be  made  in  respect  of  (1) a
threatened  action,  or a pending action which is settled or otherwise  disposed
of, or (2) any claim,  issue or matter as to which such persona  shall have been
adjudged to be liable to the corporation, unless and only to the extent that the
court in which the action was brought,  or, if no action was brought,  any court
of competent jurisdiction,  determines upon application that, in view of all the
circumstances  of the case,  the person is fairly  and  reasonably  entitled  to
indemnity  for such portion of the  settlement  amount and expenses as the court
deems proper.

                  Indemnification  may be by court order under Section 724 or by
approval  of the  corporation  in the  manner  set forth in the  statute.  Under
Section  723(a),  success on the merits or  otherwise  entitles  the director or
officer  to  indemnification  as  authorized  in  Section  722.  If  not  wholly
successful, indemnification shall be made by the corporation only if a quorum of
the board,  not  including  parties to the action,  finds that the  standards of
Section  722  have  been  met.  If a  quorum  cannot  be  obtained  or,  even if
obtainable,  a quorum of disinterested  directors so direct,  approval may be by
the  board  upon  (i)  the  opinion  of  independent  legal  counsel  or  (ii) a
determination by the shareholders that the standards of conduct have been met by
the  director  or  officer.  Expenses  may be  paid  in  advance  of  the  final
disposition  of an action upon receipt of an undertaking by or on behalf of such
director  or officer  to repay such  amount as and to the  extent,  required  by
Section  725(a).  Under  Section  724,  if  the  corporation  fails  to  provide
indemnification,  the director or officer may apply to the court and may receive
indemnification   to  the   extent   authorized   under   Section   722.   Where
indemnification  is sought by judicial action, the court may allow a person such
reasonable  expenses,  including  attorneys'  fees,  during the  pendency of the
litigation  as are necessary in connection  with that person's  defense,  if the
court finds that the defendant has by their pleadings or during the cause of the
litigation  raised  grave  issues  of fact  or law.  All  expenses  incurred  in
defending an action or proceeding  which are advanced by the  corporation  under
723(c) or allowed  by a court  under  724(c)  shall be repaid in case the person
receiving such advancement or allowance is ultimately found not to be

                                     II - 3
entitled to indemnification,  or whose indemnification is granted, to the extent
the expenses so advanced by the  corporation  or allowed by the court exceed the
indemnification to which he is entitled.  Indemnification  may not be made if it
is inconsistent  with the corporation's  certificate of incorporation,  by-laws,
board  resolutions,  shareholder  resolutions an agreement or other  corporation
action,  in effect at the time of the accrual of the alleged  cause of action in
which  the  expenses  were  incurred,   which  prohibits  or  otherwise   limits
indemnification;  or the indemnification  would be inconsistent with a condition
imposed by the court in approving a settlement.

                  The New York  Business  Corporation  Law permits a corporation
through its certificate of incorporation to prospectively eliminate or limit the
personal  liability of its directors to the corporation or its  shareholders for
damages  for  breach  of  fiduciary  duty  as  a  director,   provided  that  no
indemnification  may be  made if a  judgment  establishes  that  his  acts  were
committed  in bad faith or were the result of active and  deliberate  dishonesty
and were material to the cause of action so  adjudicated,  or that he personally
gained a  financial  profit  or  other  advantage  to  which he was not  legally
entitled.  The Company's  Restated  Certificate of Incorporation  exonerates its
directors  from  personal  liability to the extent  permitted by this  statutory
provision.

ITEM 7.           EXEMPTION FROM REGISTRATION CLAIMED.

                  Not Applicable.

ITEM 8.           EXHIBITS.
EXHIBIT NO.                DESCRIPTION OF EXHIBIT
4.4                   1995 Stock Option Plan(1)
                  5.1                   Opinion of Rivkin, Radler & Kremer
                  24.1                  Consent of Ernst & Young LLP
                  24.2                  Consent of Rivkin, Radler & Kremer
                                        (included in Exhibit 5.1)
                  24.3                  Power of Attorney executed by Robert P. Wong
                  24.4                  Power of Attorney executed by Julian H. Cherubini
                  24.5                  Power of Attorney executed by Lawrence N. Cohen
                  24.6                  Power of Attorney executed by Joel L. Gold
                  24.7                  Power of Attorney executed by Glenn F. Santmire
-------------------------------

                  (1)Previously filed as Exhibit 10.47 to Registrant's Quarterly
Report  on  Form  10-QSB  for  the  fiscal  quarter  ended  June  30,  1995  and
incorporated herein by reference thereto.

                                     II - 4
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
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 20% change
in the  maximum  aggregate  offering  price  set  forth in the  "Calculation  of
Registration Fee" table in the effective Registration Statement.

                      (iii) 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;

         PROVIDED,  HOWEVER,  that  paragraphs  (a)(1)(i) and (a)(1)(ii) of this
section  shall  not  apply  if the  information  required  to be  included  in a
post-effective  amendment by those  paragraphs is contained in periodic  reports
filed with or furnished to the Commission by the Registrant  pursuant to Section
13 or Section  15(d) of the Exchange Act that are  incorporated  by reference in
the Registration Statement.

                  (2) That, for the purpose of determining  any liability  under
the Securities Act, each such  post-effective  amendment shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

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

                                     II - 5
(c) Insofar as indemnification  for liabilities  arising under
the  Securities  Act may be permitted  to  directors,  officers and  controlling
persons of the Registrant  pursuant to the foregoing  provisions,  or otherwise,
the  Registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the  Securities  Act and is,  therefore,  unenforceable.  In the event that a
claim for  indemnification  against such liabilities  (other than the payment by
the  Registrant  of  expenses  incurred  or  paid  by  a  director,  officer  or
controlling  person of the Registrant in the  successful  defense of any action,
suit or proceeding) is asserted by such director,  officer or controlling person
in connection with the securities being registered,  the Registrant will, unless
in the  opinion  of its  counsel  the matter  has been  settled  by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

                                     II - 6
SIGNATURES

                  Pursuant to the  requirements  of the  Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly  authorized,  in the County of Suffolk,  State of New York,  on January 26,
1996.

                                   BCAM INTERNATIONAL, INC.

                                   By:/s/Michael Strauss
                                   Michael Strauss, President and Chairman
                                   of the Board of Directors

                                     II - 7
SIGNATURES

                  Pursuant to the  requirements  of the  Securities Act of 1933,
this  registration  statement  has been signed by the  following  persons in the
capacities and on the dates indicated.
SIGNATURE                                      TITLE                                      DATE
         ---------                                      -----                                      ----     
PRINCIPAL EXECUTIVE OFFICER:
/s/Michael Strauss
----------------------------
   Michael Strauss                                Chairman of the Board,                       January 26, 1996
                                                  President, Chief
                                                  Executive Officer and
                                                  Director

PRINCIPAL FINANCIAL OFFICER:
      /s/Daniel Benjamin
----------------------------
      Daniel Benjamin                             Chief Financial Officer                      January 26, 1996

ADDITIONAL DIRECTORS:

            *
----------------------------
      Robert P. Wong                              Director, Vice Chairman                      January 26, 1996
                                                  and Chief Technology
                                                  Officer        
            *
----------------------------
   Julian H. Cherubini                            Director                                     January 26, 1996

            *
----------------------------
   Lawrence N. Cohen                              Director                                     January 26, 1996

            *
----------------------------
      Joel L. Gold                                Director                                     January 26, 1996

            *
----------------------------
     Glenn F. Santmire                            Director                                     January 26, 1996

         *Michael  Strauss,  by signing his name hereto,  signs this document on
behalf of each of the persons  indicated by an asterisk above pursuant to powers
of attorney duly executed by such person and filed  herewith as exhibits to this
Registration Statement on Form S-8.

                                                                                /s/Michael Strauss
                                                                                --------------------
                                                                                Michael Strauss
                                                                                Attorney-in-Fact
II - 8
EXHIBIT INDEX

       Exhibit          Description                                     Page No.
       -------          -----------                                     --------

         5.1            Opinion of Rivkin, Radler & Kremer                E-1

        24.1            Consent of Ernst & Young LLP                      E-2

        24.2            Consent of Rivkin, Radler & Kremer                      
                        (included in Exhibit 5.1)                         E-1

        25.1            Power of Attorney executed by Robert P.                 
                        Wong                                              E-3

        25.2            Power of Attorney executed by Julian H.                 
                        Cherubini                                         E-4

        25.3            Power of Attorney executed by Lawrence N.               
                        Cohen                                             E-5

        25.4            Power of Attorney executed by Joel L. Gold        E-6

        25.5            Power of Attorney executed by Glenn F.                  
                        Santmire                                          E-7
EXHIBIT 5.1

                            RIVKIN, RADLER & KREMER
                                   EAB Plaza
                         Uniondale, New York 11556-0111

                                                        January 22, 1996

BCAM International, Inc.
1800 Walt Whitman Road
Melville, New York 11747

Gentlemen:

     You have requested our opinion in connection with a Registration  Statement
on Form S-8 to be filed by BCAM  International,  Inc. (the  "Company")  with the
Securities  and Exchange  Commission  pursuant to the Securities Act of 1933, as
amended,  for  registration  under  the  Act of  2,000,000  common  shares  (the
"Shares") in connection with the Company's 1995 Stock Option Plan (the "Plan").

     As counsel for the Company,  we have examined  such records,  documents and
questions of law as we have deemed  appropriate for the purposes of this opinion
and, on the basis  thereof,  advise you that in our opinion all the Shares which
are  currently  outstanding  are, and the  2,000,000  Shares to be issued by the
Company as a result of the exercise,  if any, of the options under the Plan will
be, legally issued and fully paid and non-assessable.

     We hereby  consent  to the  filing of this  opinion  as an  Exhibit  to the
Registration Statement and to the reference to this firm in the Prospectus under
the caption "Legal Matters."

                                              Very truly yours,

                                              /s/ Rivkin, Radler & Kremer

                                      E - 1
EXHIBIT 24.1

                          
                         Consent of Independent Auditors

     We consent to the reference to our firm under the caption  "Experts" in the
Registration  Statement  (Form S-8) pertaining to the BCAM  International,  Inc.
1995 Stock  Option Plan and to the  incorporation  by  reference  therein of our
report  dated  March  21,  1995,  with  respect  to the  consolidated  financial
statements of BCAM  International,  Inc. (formerly  Biomechanics  Corporation of
America) included in its Annual Report (Form 10-KSB) for the year ended December
31, 1994, filed with the Securities Exchange Commission.

                                                           /s/ ERNST & YOUNG LLP

Melville, New York
January 22, 1996

                                      E - 2
EXHIBIT 25.1

                                POWER OF ATTORNEY

     KNOWN ALL MEN BY THESE PRESENTS,  that the undersigned  hereby  constitutes
and appoints  Michael  Strauss his true and lawful  attorney-in-fact  and agent,
with full power of  substitution,  for him and in his name,  place and stead; in
any and all  capacities,  in connection  with the BCAM  International  Inc. (the
"Company")  Registration Statement on Form S-8 under the Securities Act of 1933,
as amended, including, without limiting the generality of the foregoing, to sign
the Registration Statement in the name and on behalf of the Company or on behalf
of the  undersigned as a director or officer of the Company,  and any amendments
(including  post-effective  amendments)  to the  Registration  Statement and any
instrument,  contract,  document or other writing of or in  connection  with the
Registration  Statement  or  amendments  thereto and to file the same,  with all
exhibits thereto,  and other documents in connection  therewith,  including this
power of attorney with the Securities and Exchange Commission and any applicable
securities  exchange or  securities  self-regulatory  body,  granting  unto said
attorney-in-fact  and agent full power and  authority to do and perform each and
every  act and  thing  requisite  and  necessary  to be done  in and  about  the
premises,  as  fully  to all  intents  and  purposes  as he might or could do in
person,  hereby  ratifying and  confirming  all that said  attorney-in-fact  and
agent, or his substitute or substitutes,  may lawfully do or cause to be done by
virtue hereof.

     IN WITNESS WHEREOF, the undersigned has signed these presents this 19th day
of January, 1996.

                                              /s/ Robert P. Wong

                                      E - 3
EXHIBIT 25.2

                                POWER OF ATTORNEY

     KNOWN ALL MEN BY THESE PRESENTS,  that the undersigned  hereby  constitutes
and appoints  Michael  Strauss his true and lawful  attorney-in-fact  and agent,
with full power of  substitution,  for him and in his name,  place and stead; in
any and all  capacities,  in connection  with the BCAM  International  Inc. (the
"Company")  Registration Statement on Form S-8 under the Securities Act of 1933,
as amended, including, without limiting the generality of the foregoing, to sign
the Registration Statement in the name and on behalf of the Company or on behalf
of the  undersigned as a director or officer of the Company,  and any amendments
(including  post-effective  amendments)  to the  Registration  Statement and any
instrument,  contract,  document or other writing of or in  connection  with the
Registration  Statement  or  amendments  thereto and to file the same,  with all
exhibits thereto,  and other documents in connection  therewith,  including this
power of attorney with the Securities and Exchange Commission and any applicable
securities  exchange or  securities  self-regulatory  body,  granting  unto said
attorney-in-fact  and agent full power and  authority to do and perform each and
every  act and  thing  requisite  and  necessary  to be done  in and  about  the
premises,  as  fully  to all  intents  and  purposes  as he might or could do in
person,  hereby  ratifying and  confirming  all that said  attorney-in-fact  and
agent, or his substitute or substitutes,  may lawfully do or cause to be done by
virtue hereof.

     IN WITNESS WHEREOF, the undersigned has signed these presents this 22nd day
of January, 1996.

                                              /s/ Julian H. Cherubini

                                      E - 4
EXHIBIT 25.3

                                POWER OF ATTORNEY

     KNOWN ALL MEN BY THESE PRESENTS,  that the undersigned  hereby  constitutes
and appoints  Michael  Strauss his true and lawful  attorney-in-fact  and agent,
with full power of  substitution,  for him and in his name,  place and stead; in
any and all  capacities,  in connection  with the BCAM  International  Inc. (the
"Company")  Registration Statement on Form S-8 under the Securities Act of 1933,
as amended, including, without limiting the generality of the foregoing, to sign
the Registration Statement in the name and on behalf of the Company or on behalf
of the  undersigned as a director or officer of the Company,  and any amendments
(including  post-effective  amendments)  to the  Registration  Statement and any
instrument,  contract,  document or other writing of or in  connection  with the
Registration  Statement  or  amendments  thereto and to file the same,  with all
exhibits thereto,  and other documents in connection  therewith,  including this
power of attorney with the Securities and Exchange Commission and any applicable
securities  exchange or  securities  self-regulatory  body,  granting  unto said
attorney-in-fact  and agent full power and  authority to do and perform each and
every  act and  thing  requisite  and  necessary  to be done  in and  about  the
premises,  as  fully  to all  intents  and  purposes  as he might or could do in
person,  hereby  ratifying and  confirming  all that said  attorney-in-fact  and
agent, or his substitute or substitutes,  may lawfully do or cause to be done by
virtue hereof.

     IN WITNESS WHEREOF, the undersigned has signed these presents this 19th day
of January, 1996.

                                              /s/ Lawrence N. Cohen

                                       E-5
EXHIBIT 25.4

                                POWER OF ATTORNEY

     KNOWN ALL MEN BY THESE PRESENTS,  that the undersigned  hereby  constitutes
and appoints  Michael  Strauss his true and lawful  attorney-in-fact  and agent,
with full power of  substitution,  for him and in his name,  place and stead; in
any and all  capacities,  in connection  with the BCAM  International  Inc. (the
"Company")  Registration Statement on Form S-8 under the Securities Act of 1933,
as amended, including, without limiting the generality of the foregoing, to sign
the Registration Statement in the name and on behalf of the Company or on behalf
of the  undersigned as a director or officer of the Company,  and any amendments
(including  post-effective  amendments)  to the  Registration  Statement and any
instrument,  contract,  document or other writing of or in  connection  with the
Registration  Statement  or  amendments  thereto and to file the same,  with all
exhibits thereto,  and other documents in connection  therewith,  including this
power of attorney with the Securities and Exchange Commission and any applicable
securities  exchange or  securities  self-regulatory  body,  granting  unto said
attorney-in-fact  and agent full power and  authority to do and perform each and
every  act and  thing  requisite  and  necessary  to be done  in and  about  the
premises,  as  fully  to all  intents  and  purposes  as he might or could do in
person,  hereby  ratifying and  confirming  all that said  attorney-in-fact  and
agent, or his substitute or substitutes,  may lawfully do or cause to be done by
virtue hereof.

     IN WITNESS WHEREOF, the undersigned has signed these presents this 19th day
of January, 1996.

                                               /s/ Joel L. Gold

                                      E - 6
EXHIBIT 25.5

                                POWER OF ATTORNEY

     KNOWN ALL MEN BY THESE PRESENTS,  that the undersigned  hereby  constitutes
and appoints  Michael  Strauss his true and lawful  attorney-in-fact  and agent,
with full power of  substitution,  for him and in his name,  place and stead; in
any and all  capacities,  in connection  with the BCAM  International  Inc. (the
"Company")  Registration Statement on Form S-8 under the Securities Act of 1933,
as amended, including, without limiting the generality of the foregoing, to sign
the Registration Statement in the name and on behalf of the Company or on behalf
of the  undersigned as a director or officer of the Company,  and any amendments
(including  post-effective  amendments)  to the  Registration  Statement and any
instrument,  contract,  document or other writing of or in  connection  with the
Registration  Statement  or  amendments  thereto and to file the same,  with all
exhibits thereto,  and other documents in connection  therewith,  including this
power of attorney with the Securities and Exchange Commission and any applicable
securities  exchange or  securities  self-regulatory  body,  granting  unto said
attorney-in-fact  and agent full power and  authority to do and perform each and
every  act and  thing  requisite  and  necessary  to be done  in and  about  the
premises,  as  fully  to all  intents  and  purposes  as he might or could do in
person,  hereby  ratifying and  confirming  all that said  attorney-in-fact  and
agent, or his substitute or substitutes,  may lawfully do or cause to be done by
virtue hereof.

     IN WITNESS WHEREOF, the undersigned has signed these presents this 19th day
of January, 1996.

                                              /s/ Glenn F. Santmire

                                      E - 7