<PAGE>

    As filed with the Securities and Exchange Commission on March 29, 2000

                                                     Registration No. 333-______

================================================================================
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                             ______________________

                                   FORM S-8

                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933

                          AVERY COMMUNICATIONS, INC.
            (Exact Name of Registrant as Specified in Its Charter)

          Delaware                                          12-2227079
  (State or Other Jurisdiction of                         (I.R.S. Employer
   Incorporation or Organization)                        Identification No.)


                     190 South LaSalle Street, Suite 1710
                               Chicago, Illinois                 60603
                   (Address of Principal Executive Offices)    (Zip Code)

                          AVERY COMMUNICATIONS, INC.
                         1999 FLEXIBLE INCENTIVE PLAN

                           (Full Title of the Plan)

                               Scot M. McCormick
                          Avery Communications, Inc.
                     190 South LaSalle Street, Suite 1710
                           Chicago, Illinois  60603
                    (Name and Address of Agent for Service)

                                (312) 419-0077
         (Telephone Number, Including Area Code, of Agent for Service)


                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
------------------------------------------------------------------------------
                                   Proposed         Proposed
Title of              Amount        Maximum          Maximum       Amount of
Securities            to be     Offering Price      Aggregate     Registration
to be Registered    Registered     Per Share     Offering Price       Fee
------------------------------------------------------------------------------
<S>                 <C>         <C>              <C>              <C>
Common Stock,
par value $0.01
per share            1,500,000      $3.625*        $5,437,500*       $1,435.50
------------------------------------------------------------------------------
</TABLE>
*    Estimated solely for the purpose of calculating the registration fee in
     accordance with Rule  457(h).  Pursuant to Rule 457(h), this estimate is
     based upon the average of the bid and the ask prices of the Registrant's
     common stock, par value $0.01 per share, on March 27, 2000 (as reported on
     the OTC Bulletin Board).
<PAGE>

                                    PART I

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The Registrant hereby incorporates by reference into this Registration
Statement the following documents filed by the Registrant with the Securities
and Exchange Commission (the "Commission"):

     (a)   The Registrant's prospectus filed on August 27, 1999 pursuant to Rule
           424(b)(3) (File No. 333-65133);

     (b)   All other reports filed by the Registrant pursuant to Sections 13(a)
           or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act")
           since August 27, 1999; and

     (c)  The description of the Registrant's common stock, par value $.01 per
          share (the "Common Stock"), contained in the Registrant's Registration
          Statement on Form 8-A filed by the Registrant with the Commission
          pursuant to Section 12 of the Exchange Act, including any amendments
          or reports filed for the purpose of updating such description.

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

Item 6.  Indemnification of Directors and Officers.

Delaware General Corporation Law

     Section 145(a) of the Delaware General Corporation Law (the "DGCL")
provides that a corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigation
(other than an action by or in the right of the corporation) by reason of the
fact that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interest of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.

     Section 145(b) of the DGCL provides that a corporation may indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or

                                       1
<PAGE>

suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to be the best interests of the
corporation and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper.

     Section 145(c) of the DGCL provides that to the extent that a present or
former director, officer, employee or agent of a corporation has been successful
on the merits or otherwise in defense of any action, suit or proceeding referred
to in subsections (a) and (b) of Section 145, or in defense of any claim, issue
or matter therein, such person shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by such person in connection
therewith.

     Section 145(d) of the DGCL provides that any indemnification under
subsections (a) and (b) of Section 145 (unless ordered by a court) shall be made
by the corporation only as authorized in the specific case upon a determination
that indemnification of the present or former director, officer, employee or
agent is proper in the circumstances because he has met the applicable standard
of conduct set forth in subsections (a) and (b) of Section 145.  Such
determination shall be made, with respect to a person who is a director or
officer at the time of such determination, (1) by a majority vote of the
directors who are not parties to such action, suit or proceeding, even though
less than a quorum, or (2) by a committee of such directors designated by
majority vote of such directors, even though less than a quorum, or (3) if there
are not such director, or if such directors so direct, by independent legal
counsel in a written opinion, or (4) by the stockholders.

     Section 145(e) of the DGCL provides that expenses (including attorneys'
fees) incurred by an officer or director in defending any civil, criminal,
administrative or investigative action, suit or proceeding may be paid by the
corporation in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of such director or
officer to repay such amount if it shall ultimately be determined that such
person is not entitled to be indemnified by the corporation as authorized in
Section 145.  Such expenses (including attorneys' fees) incurred by former
directors and officers or other employees and agents may be so paid upon such
terms and conditions, if any, as the corporation deems appropriate.

     Certificate of Incorporation

     The Certificate of Incorporation of the Registrant, as amended, provides
that a director of the Registrant shall not be liable to Avery or its
stockholders for monetary damages for breach of fiduciary duty as a director,
unless the breach involved (i) a breach of the director's duty of loyalty to the
Registrant or its stockholders, (ii) acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii)
liability for unlawful dividend payments or stock purchases or redemptions or
(iv) for a transaction from which the director derived an

                                       2
<PAGE>

improper personal benefit. The Amended Certificate of Incorporation provides
that the Registrant will indemnify all persons whom it may indemnify to the
fullest extent permitted by the DGCL.

     Amended and Restated Bylaws

     The Amended and Restated Bylaws of the Registrant provide that each person
who at any time is or was a director of the Registrant, and is threatened to be
or is made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative, arbitrative or
investigative (a "Proceeding"), by reason of the fact that such person is or was
a director of the Registrant, or is or was serving at the request of the
Registrant as a director, officer, partner, venturer, proprietor, member,
employee, trustee, agent or similar functionary of another domestic of foreign
corporation, partnership, joint venture, sole proprietorship, trust, employee
benefit plan or other for-profit or non-profit enterprise, whether the basis of
a Proceeding is alleged action in such person's official capacity or in another
capacity while holding such office, shall be indemnified and held harmless by
the Registrant, against costs, charges, expenses (including without limitation,
court costs and attorneys' fees), judgments, fines and amounts paid or to be
paid in settlement actually and reasonably incurred or suffered by such person
in connection with a Proceeding, so long as a majority of a quorum of
disinterested directors, the stockholders or legal counsel through a written
opinion do not determine that such person did not act in good faith or in a
manner he reasonably believed to be in or not opposed to the best interests of
the Registrant, and in the cause of a criminal Proceeding, such person had
reasonable cause to believe his conduct was unlawful.  The Amended and Restated
Bylaws also contain certain provisions designed to facilitate receipt of such
benefits by any such persons, including the prepayment of any such benefits.

     Indemnification Agreements

     The Registrant has entered into Indemnification Agreements pursuant to
which it will indemnify certain of its directors and officers against judgments,
claims, damages, losses and expenses incurred as a result of the fact that any
director or officer, in his capacity as such, is made or threatened to be made a
party to any suit or proceeding.  Such persons will be indemnified to the
fullest extent now or hereafter permitted by the DGCL.  The Indemnification
Agreements also provide for the advancement of certain expenses to such
directors and officers in connection with any such suit or proceeding.

     Insurance

     The Registrant has a directors' and officers' liability insurance policy to
insure its directors and officers against losses resulting from wrongful acts
committed by them in their capacities as directors and officers of the
Registrant, including liabilities arising under the Securities Act.

Item 8.  Exhibits

4.1/(1)/  Certificate of Incorporation, as amended

4.2/(2)/  Amended and Restated Bylaws

5.1*    Opinion of Winstead Sechrest & Minick P.C. regarding the validity of the
        securities being registered

                                       3
<PAGE>

23.1*   Consent of King Griffin & Adamson P.C.

23.2*   Consent of Winstead Sechrest & Minick P.C. (included as part of
        Exhibit 5.1)

24.1*   Power of Attorney (See Page II-1 of this Registration Statement).

99.1*   Avery Communications, Inc. 1999 Flexible Incentive Plan
_______________________
*Filed herewith.
/(1)/  Incorporated herein by referenced to Exhibit 3.1 to the Registrant's
       Registration Statement on Form SB-2 (File No. 333-65133).
/(2)/  Incorporated herein by reference to Exhibit 3.2 to the Registrant's
       Registration Statement on From SB-2 (File No. 333-65133).

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 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.

          (2)  That, for the purpose of determining any liability under the
    Securities Act of 1933, 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.

          (4)  If the registrant is a foreign private issuer, to file a post-
    effective amendment to the registration statement to include any financial
    statement required by Rule 3-19 of this chapter at the start of any delayed
    offering or throughout a continuous offering.  Financial statements and
    information otherwise required by Section 10(a)(3) of the Act need not be
    furnished, provided, that the registrant includes in the prospectus, by
    means of a post-effective amendment, financial statements required pursuant
    to this paragraph (a)(4) and other information necessary to ensure that all
    other information in the prospectus is at least as current as the date of
    those financial statements.  Notwithstanding the foregoing, with respect to
    registration statements on Form F-3, a post-effective amendment need not be
    filed to include financial statements on Form F-3, a post-effective
    amendment need not be filed to include financial statements and information
    required by Section 10(a)(3) of the Act or Rule 3-19 of this chapter if such
    financial statements and information are contained in periodic reports filed
    with or furnished to the Commission by the registrant pursuant to Section 13
    or Section 15(d) of the Securities Exchange Act of 1934 that are
    incorporated by reference in the Form F-3."

                                       4
<PAGE>

     (b)  The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) 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."

     (c)  Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 of 1933 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.

                                       5
<PAGE>

                                  SIGNATURES


     The Registrant. Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Chicago, State of Illinois, on this 29th day of
March, 2000.

                                AVERY COMMUNICATIONS, INC.


                                By:   /s/ Scot M. McCormick
                                   ---------------------------------------
                                   Scot M. McCormick
                                   Vice President, Chief Financial
                                   Officer and Secretary



                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Patrick J. Haynes, III, Mark J. Nielsen
and Scot M. McCormick, and each of them, his true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him and on
his behalf and in his name, place and stead, in any and all capacities, to sign
any and all documents relating to this Registration Statement, including any and
all amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits and supplements thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, and hereby grants to such attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises in order to
effectuate the same, as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents or any of them, or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

                                      II-1
<PAGE>

     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 date indicated.

<TABLE>
<CAPTION>
         Signature                            Title                       Date
         ---------                            -----                       ----
<S>                               <C>                                 <C>
/s/ Patrick J. Haynes, III        Director, Chairman of the Board     March 29, 2000
----------------------------
Patrick J. Haynes, III


/s/ Mark J. Nielsen               Director, President and Chief       March 29, 2000
----------------------------      Executive Officer (Principal
Mark J. Nielsen                   Executive Officer)


/s/ Scot M. McCormick             Director, Vice President, Chief     March 29, 2000
----------------------------      Financial Officer and Secretary
Scot M. McCormick                 (Principal Accounting Officer)


/s/ Norman M. Phipps              Director                            March 29, 2000
----------------------------
Norman M. Phipps


/s/ J. Alan Lindauer              Director                            March 29, 2000
----------------------------
J. Alan Lindauer


/s/ Stephen L. Brown              Director and Vice Chairman          March 29, 2000
----------------------------      of the Board
Stephen L. Brown


/s/ Spencer L. Brown              Director                            March 29, 2000
----------------------------
Spencer L. Brown


/s/ Robert T. Isham, Jr.          Director                            March 29, 2000
----------------------------
Robert T. Isham, Jr.
</TABLE>

                                      II-2
<PAGE>

                                 EXHIBIT INDEX

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

     4.1/(1)/    Certificate of Incorporation, as amended.

     4.2/(2)/    Amended and Restated Bylaws of the Registrant.

     5.1*        Opinion of Winstead Sechrest & Minick P.C.

     23.1*       Consent of King Griffin & Adamson P.C.

     23.2*       Consent of Winstead Sechrest & Minick P.C. (included as part of
                 Exhibit 5.1)

     24.1*       Power of Attorney (See Page II-1 of this Registration
                 Statement)

     99.1*       Avery Communications, Inc. 1999 Flexible Incentive Plan

-----------------------
*  Filed herewith
/(1)/  Incorporated herein by reference to Exhibit 3.1 to the Registrant's
       Registration Statement on Form SB-2 (File No. 333-65133)
/(2)/  Incorporated herein by reference  to Exhibit 3.2 to Registrant's
       Registration Statement on Form SB-2 (File No. 333-65133)
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 23034}]
{"company-data": {"conformed-name": "AVERY COMMUNICATIONS INC", "cik": "0000946855", "assigned-sic": "4899", "irs-number": "122227079", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-33486", "film-number": "582462"}, "business-address": {"street1": "190 SOUTH LASALLE ST", "street2": "STE 1710", "city": "CHICAGO", "state": "IL", "zip": "60603", "phone": "3124190077"}}
As filed with the Securities and Exchange Commission on March 29, 2000

                                                     Registration No. 333-______

================================================================================
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                             ______________________

                                   FORM S-8

                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933

                          AVERY COMMUNICATIONS, INC.
            (Exact Name of Registrant as Specified in Its Charter)

          Delaware                                          12-2227079
  (State or Other Jurisdiction of                         (I.R.S. Employer
   Incorporation or Organization)                        Identification No.)

                     190 South LaSalle Street, Suite 1710
                               Chicago, Illinois                 60603
                   (Address of Principal Executive Offices)    (Zip Code)

                          AVERY COMMUNICATIONS, INC.
                         1999 FLEXIBLE INCENTIVE PLAN

                           (Full Title of the Plan)

                               Scot M. McCormick
                          Avery Communications, Inc.
                     190 South LaSalle Street, Suite 1710
                           Chicago, Illinois  60603
                    (Name and Address of Agent for Service)

                                (312) 419-0077
         (Telephone Number, Including Area Code, of Agent for Service)

                        CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------
                                   Proposed         Proposed
Title of              Amount        Maximum          Maximum       Amount of
Securities            to be     Offering Price      Aggregate     Registration
to be Registered    Registered     Per Share     Offering Price       Fee
------------------------------------------------------------------------------
Common Stock,
par value $0.01
per share            1,500,000      $3.625*        $5,437,500*       $1,435.50
------------------------------------------------------------------------------
*    Estimated solely for the purpose of calculating the registration fee in
     accordance with Rule  457(h).  Pursuant to Rule 457(h), this estimate is
     based upon the average of the bid and the ask prices of the Registrant's
     common stock, par value $0.01 per share, on March 27, 2000 (as reported on
     the OTC Bulletin Board).
PART I

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The Registrant hereby incorporates by reference into this Registration
Statement the following documents filed by the Registrant with the Securities
and Exchange Commission (the "Commission"):

     (a)   The Registrant's prospectus filed on August 27, 1999 pursuant to Rule
           424(b)(3) (File No. 333-65133);

     (b)   All other reports filed by the Registrant pursuant to Sections 13(a)
           or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act")
           since August 27, 1999; and

     (c)  The description of the Registrant's common stock, par value $.01 per
          share (the "Common Stock"), contained in the Registrant's Registration
          Statement on Form 8-A filed by the Registrant with the Commission
          pursuant to Section 12 of the Exchange Act, including any amendments
          or reports filed for the purpose of updating such description.

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

Item 6.  Indemnification of Directors and Officers.

Delaware General Corporation Law

     Section 145(a) of the Delaware General Corporation Law (the "DGCL")
provides that a corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigation
(other than an action by or in the right of the corporation) by reason of the
fact that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interest of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.

     Section 145(b) of the DGCL provides that a corporation may indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or

                                       1
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to be the best interests of the
corporation and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper.

     Section 145(c) of the DGCL provides that to the extent that a present or
former director, officer, employee or agent of a corporation has been successful
on the merits or otherwise in defense of any action, suit or proceeding referred
to in subsections (a) and (b) of Section 145, or in defense of any claim, issue
or matter therein, such person shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by such person in connection
therewith.

     Section 145(d) of the DGCL provides that any indemnification under
subsections (a) and (b) of Section 145 (unless ordered by a court) shall be made
by the corporation only as authorized in the specific case upon a determination
that indemnification of the present or former director, officer, employee or
agent is proper in the circumstances because he has met the applicable standard
of conduct set forth in subsections (a) and (b) of Section 145.  Such
determination shall be made, with respect to a person who is a director or
officer at the time of such determination, (1) by a majority vote of the
directors who are not parties to such action, suit or proceeding, even though
less than a quorum, or (2) by a committee of such directors designated by
majority vote of such directors, even though less than a quorum, or (3) if there
are not such director, or if such directors so direct, by independent legal
counsel in a written opinion, or (4) by the stockholders.

     Section 145(e) of the DGCL provides that expenses (including attorneys'
fees) incurred by an officer or director in defending any civil, criminal,
administrative or investigative action, suit or proceeding may be paid by the
corporation in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of such director or
officer to repay such amount if it shall ultimately be determined that such
person is not entitled to be indemnified by the corporation as authorized in
Section 145.  Such expenses (including attorneys' fees) incurred by former
directors and officers or other employees and agents may be so paid upon such
terms and conditions, if any, as the corporation deems appropriate.

     Certificate of Incorporation

     The Certificate of Incorporation of the Registrant, as amended, provides
that a director of the Registrant shall not be liable to Avery or its
stockholders for monetary damages for breach of fiduciary duty as a director,
unless the breach involved (i) a breach of the director's duty of loyalty to the
Registrant or its stockholders, (ii) acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii)
liability for unlawful dividend payments or stock purchases or redemptions or
(iv) for a transaction from which the director derived an

                                       2
improper personal benefit. The Amended Certificate of Incorporation provides
that the Registrant will indemnify all persons whom it may indemnify to the
fullest extent permitted by the DGCL.

     Amended and Restated Bylaws

     The Amended and Restated Bylaws of the Registrant provide that each person
who at any time is or was a director of the Registrant, and is threatened to be
or is made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative, arbitrative or
investigative (a "Proceeding"), by reason of the fact that such person is or was
a director of the Registrant, or is or was serving at the request of the
Registrant as a director, officer, partner, venturer, proprietor, member,
employee, trustee, agent or similar functionary of another domestic of foreign
corporation, partnership, joint venture, sole proprietorship, trust, employee
benefit plan or other for-profit or non-profit enterprise, whether the basis of
a Proceeding is alleged action in such person's official capacity or in another
capacity while holding such office, shall be indemnified and held harmless by
the Registrant, against costs, charges, expenses (including without limitation,
court costs and attorneys' fees), judgments, fines and amounts paid or to be
paid in settlement actually and reasonably incurred or suffered by such person
in connection with a Proceeding, so long as a majority of a quorum of
disinterested directors, the stockholders or legal counsel through a written
opinion do not determine that such person did not act in good faith or in a
manner he reasonably believed to be in or not opposed to the best interests of
the Registrant, and in the cause of a criminal Proceeding, such person had
reasonable cause to believe his conduct was unlawful.  The Amended and Restated
Bylaws also contain certain provisions designed to facilitate receipt of such
benefits by any such persons, including the prepayment of any such benefits.

     Indemnification Agreements

     The Registrant has entered into Indemnification Agreements pursuant to
which it will indemnify certain of its directors and officers against judgments,
claims, damages, losses and expenses incurred as a result of the fact that any
director or officer, in his capacity as such, is made or threatened to be made a
party to any suit or proceeding.  Such persons will be indemnified to the
fullest extent now or hereafter permitted by the DGCL.  The Indemnification
Agreements also provide for the advancement of certain expenses to such
directors and officers in connection with any such suit or proceeding.

     Insurance

     The Registrant has a directors' and officers' liability insurance policy to
insure its directors and officers against losses resulting from wrongful acts
committed by them in their capacities as directors and officers of the
Registrant, including liabilities arising under the Securities Act.

Item 8.  Exhibits

4.1/(1)/  Certificate of Incorporation, as amended

4.2/(2)/  Amended and Restated Bylaws

5.1*    Opinion of Winstead Sechrest & Minick P.C. regarding the validity of the
        securities being registered

                                       3
23.1*   Consent of King Griffin & Adamson P.C.

23.2*   Consent of Winstead Sechrest & Minick P.C. (included as part of
        Exhibit 5.1)

24.1*   Power of Attorney (See Page II-1 of this Registration Statement).

99.1*   Avery Communications, Inc. 1999 Flexible Incentive Plan
_______________________
*Filed herewith.
/(1)/  Incorporated herein by referenced to Exhibit 3.1 to the Registrant's
       Registration Statement on Form SB-2 (File No. 333-65133).
/(2)/  Incorporated herein by reference to Exhibit 3.2 to the Registrant's
       Registration Statement on From SB-2 (File No. 333-65133).

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 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.

          (2)  That, for the purpose of determining any liability under the
    Securities Act of 1933, 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.

          (4)  If the registrant is a foreign private issuer, to file a post-
    effective amendment to the registration statement to include any financial
    statement required by Rule 3-19 of this chapter at the start of any delayed
    offering or throughout a continuous offering.  Financial statements and
    information otherwise required by Section 10(a)(3) of the Act need not be
    furnished, provided, that the registrant includes in the prospectus, by
    means of a post-effective amendment, financial statements required pursuant
    to this paragraph (a)(4) and other information necessary to ensure that all
    other information in the prospectus is at least as current as the date of
    those financial statements.  Notwithstanding the foregoing, with respect to
    registration statements on Form F-3, a post-effective amendment need not be
    filed to include financial statements on Form F-3, a post-effective
    amendment need not be filed to include financial statements and information
    required by Section 10(a)(3) of the Act or Rule 3-19 of this chapter if such
    financial statements and information are contained in periodic reports filed
    with or furnished to the Commission by the registrant pursuant to Section 13
    or Section 15(d) of the Securities Exchange Act of 1934 that are
    incorporated by reference in the Form F-3."

                                       4
(b)  The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) 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."

     (c)  Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 of 1933 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.

                                       5
SIGNATURES

     The Registrant. Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Chicago, State of Illinois, on this 29th day of
March, 2000.

                                AVERY COMMUNICATIONS, INC.

                                By:   /s/ Scot M. McCormick
                                   ---------------------------------------
                                   Scot M. McCormick
                                   Vice President, Chief Financial
                                   Officer and Secretary

                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Patrick J. Haynes, III, Mark J. Nielsen
and Scot M. McCormick, and each of them, his true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him and on
his behalf and in his name, place and stead, in any and all capacities, to sign
any and all documents relating to this Registration Statement, including any and
all amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits and supplements thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, and hereby grants to such attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises in order to
effectuate the same, as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents or any of them, or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

                                      II-1
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 date indicated.
Signature                            Title                       Date
         ---------                            -----                       ----
/s/ Patrick J. Haynes, III        Director, Chairman of the Board     March 29, 2000
----------------------------
Patrick J. Haynes, III

/s/ Mark J. Nielsen               Director, President and Chief       March 29, 2000
----------------------------      Executive Officer (Principal
Mark J. Nielsen                   Executive Officer)

/s/ Scot M. McCormick             Director, Vice President, Chief     March 29, 2000
----------------------------      Financial Officer and Secretary
Scot M. McCormick                 (Principal Accounting Officer)

/s/ Norman M. Phipps              Director                            March 29, 2000
----------------------------
Norman M. Phipps

/s/ J. Alan Lindauer              Director                            March 29, 2000
----------------------------
J. Alan Lindauer

/s/ Stephen L. Brown              Director and Vice Chairman          March 29, 2000
----------------------------      of the Board
Stephen L. Brown

/s/ Spencer L. Brown              Director                            March 29, 2000
----------------------------
Spencer L. Brown

/s/ Robert T. Isham, Jr.          Director                            March 29, 2000
----------------------------
Robert T. Isham, Jr.
II-2
EXHIBIT INDEX

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

     4.1/(1)/    Certificate of Incorporation, as amended.

     4.2/(2)/    Amended and Restated Bylaws of the Registrant.

     5.1*        Opinion of Winstead Sechrest & Minick P.C.

     23.1*       Consent of King Griffin & Adamson P.C.

     23.2*       Consent of Winstead Sechrest & Minick P.C. (included as part of
                 Exhibit 5.1)

     24.1*       Power of Attorney (See Page II-1 of this Registration
                 Statement)

     99.1*       Avery Communications, Inc. 1999 Flexible Incentive Plan

-----------------------
*  Filed herewith
/(1)/  Incorporated herein by reference to Exhibit 3.1 to the Registrant's
       Registration Statement on Form SB-2 (File No. 333-65133)
/(2)/  Incorporated herein by reference  to Exhibit 3.2 to Registrant's
       Registration Statement on Form SB-2 (File No. 333-65133)