<PAGE>
 
     As filed with the Securities and Exchange Commission on July 19, 1996
                                                    Registration No. 333-_______
================================================================================


                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                        _______________________________

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

                        Containing a Reoffer Prospectus
                                  on Form S-3
                        _______________________________

                             HARMONY HOLDINGS, INC.
             (Exact Name of Registrant as Specified in its Charter)

            DELAWARE                                            95-4333330
     (State or Other Jurisdiction                            (I.R.S. Employer
    of Incorporation or Organization)                     Identification Number)
     
                      1990 WESTWOOD BOULEVARD, SUITE 310
                      LOS ANGELES, CALIFORNIA  90025-4676
                    (Address of Principal Executive Offices)
                                   (Zip Code)

                               STOCK OPTION PLAN
                           (Full Title of the Plans)

                                HARVEY BIBICOFF
                       CHAIRMAN OF THE BOARD OF DIRECTORS
                       1990 WESTWOOD BOULEVARD, SUITE 310
                      LOS ANGELES, CALIFORNIA  90025-4676
                    (Name and Address of Agent for Service)
                                 (310) 446-7700
         (Telephone Number, including Area Code, of Agent for Service)

      The Commission is requested to send copies of all notices and other
                               communications to:

                              MARK E. EZELL, ESQ.
                       HASKELL SLAUGHTER & YOUNG, L.L.C.
                           1200 AMSOUTH/HARBERT PLAZA
                            1901 SIXTH AVENUE NORTH
                           BIRMINGHAM, ALABAMA  35203
                              TEL: (205) 251-1000
                              FAX: (205) 324-1133

                           _________________________

           THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE IMMEDIATELY UPON
      FILING WITH THE SECURITIES AND EXCHANGE COMMISSION, AND SALES OF THE
      REGISTERED SECURITIES WILL THEREAFTER BE EFFECTED UPON OPTION EXERCISES
      UNDER THE STOCK OPTION PLAN (THE "PLAN"), OF WHICH 863,200 SHARES OF
      COMMON STOCK ARE AVAILABLE FOR FUTURE GRANT UNDER THE PLAN.


                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==============================================================================================================
                                                     Proposed Maximum      Proposed Maximum
Title of Securities                Amount to be       Offering Price      Aggregate Offering      Amount of
to be Registered                   Registered(1)       Per Share(1)             Price          Registration Fee
- ---------------------------------------------------------------------------------------------------------------
<S>                                   <C>                <C>                   <C>                  <C>
Common Stock, par value $.01           150,800            $  1.50 (3)             $  226,200          $   78.00
 per share                            shares (2)

- ---------------------------------------------------------------------------------------------------------------
Common Stock, par value $.01           863,200
 per share                            shares (4)          $1.9375 (5)             $1,672,450          $  568.63

- ---------------------------------------------------------------------------------------------------------------
Common Stock, par value $.01           650,000
 per share                            shares (6)          $ 2.357 (7)             $1,532,050          $  528.29

- ---------------------------------------------------------------------------------------------------------------
Total                                1,664,000
                                      shares                 --                   $3,430,700          $1,174.92
- ---------------------------------------------------------------------------------------------------------------
</TABLE>
(1)   For the sole purpose of calculating the registration fee, the number
      of shares to be registered under this Registration Statement has been
      divided into three subtotals.
(2)   Shares issuable upon the exercise of options heretofore granted under
      the Plan.
(3)   Exercise price for options heretofore granted under the Plan.
(4)   Shares issuable upon exercise of options not yet granted under the
      Plan.
(5)   Computed in accordance with Rule 457(h) solely for the purpose of
      calculating the registration fee.  The computation is based upon the last
      sale price of the Common Stock on the Nasdaq SmallCap Market on July 12,
      1996, given that the price at which options to be granted in the future
      may be exercised is not currently determinable.
(6)   Shares underlying outstanding options under the Plan granted to
      affiliates of the Company.
(7)   Computed in accordance with Rule 457(h) solely for the purpose of
      calculating the registration fee.  The computation is based on the
      weighted average exercise price at which the options whose exercise will
      result in the issuance of the shares being registered may be exercised and
      the actual exercise price of such shares previously issued under the Plan.

      APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: AS SOON AS
PRACTICABLE AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE.
<PAGE>
 
                                                                      PROSPECTUS
                            HARMONY HOLDINGS, INC.

           650,000 SHARES OF COMMON STOCK, PAR VALUE $.01 PER SHARE

     This Prospectus relates to the resale of up to 650,000 shares (the
"Shares") of Common Stock, par value $.01 per share (the "Common Stock"), of
Harmony Holdings, Inc., a Delaware corporation (the "Company"), which may be
offered hereby from time to time by any or all of the selling stockholders named
herein (the "Selling Stockholders") for their own benefit. The Common Stock of
the Company is quoted on the National Association of Dealers Automatic Quotation
System ("Nasdaq") SmallCap Market. None of the Shares offered pursuant to this
Prospectus have been registered under the Securities Act of 1933, as amended
(the "Act"), prior to the filing of the Registration Statement of which this
Prospectus is a part.

                           _________________________

         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
              NOR ANY STATE SECURITIES COMMISSION PASSED UPON THE
                 ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
                        REPRESENTATION TO THE CONTRARY
                            IS A CRIMINAL OFFENSE.
                           _________________________

     The Shares may be offered and sold by the Selling Stockholders directly or
through broker-dealers designated from time to time. The Shares may be sold from
time to time in one or more transactions at a fixed price or prices, which may
be changed, at market prices prevailing at the time of sale, at prices related
to such prevailing market prices or at prices determined on a negotiated or
competitive bid basis. Shares may be sold through a broker-dealer acting as
agent or broker for a Selling Stockholder, or to a broker-dealer acting as
principal. In addition to sales under this Prospectus, the Selling Stockholders
may also effect sales of the Shares covered by this Prospectus pursuant to Rule
144, promulgated under the Act. These securities will be sold at market prices
prevailing at the time of sale or at negotiated prices. All of the foregoing
transactions will be made without payment of any underwriting commissions or
discounts, other than the customary brokers' fees normally paid in connection
with such transactions. With respect to expenses of issuance and distribution,
the Company will pay the costs of preparation, reproduction and distribution of
this Prospectus and any Registration Statement containing this Prospectus, any
filing fee set forth in such Registration Statement and any related accountants'
fees and expenses (all of which individually and in total are expected to be
minimal) and the Selling Stockholders will bear other such expenses, if any,
none of which are presently susceptible of reasonable estimation. The Company
will receive no proceeds from the sale of these securities pursuant to this
Prospectus.

     This Prospectus also relates to such additional shares as may be issued to
the Selling Stockholders because of future stock dividends, stock distributions,
stock splits or similar capital readjustments.

     The Shares have not been registered for sale under the securities law of
any state or jurisdiction as of the date of this Prospectus. Brokers or dealers
effecting transactions in the Shares should confirm the existence of any
exemption from registration or the registration thereof under the securities
laws of the states in which such transactions occur.

      THIS OFFERING INVOLVES A HIGH DEGREE OF RISK.  SEE "RISK FACTORS".
                           _________________________

                 The date of this Prospectus is July 18, 1996.

                                       1
<PAGE>
 
                             AVAILABLE INFORMATION


     The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files periodic reports, proxy statements and other information
(including the Registration Statement containing this Prospectus) with the
Securities and Exchange Commission (the "Commission"), all of which may be
inspected and copied at the public reference facilities maintained by the
Commission, Room 1024, 450 Fifth Street, N.W., Judiciary Plaza, Washington, D.C.
20549, and at the following Regional Offices of the Commission: New York
Regional Office, Seven World Trade Center, 13th Floor, New York, New York 10048
and Chicago Regional Office, Suite 1400, Citicorp Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60601. Copies of such material can be
obtained at prescribed rates from the Public Reference Section of the
Commission, 450 Fifth Street, N.W., Washington, D.C. 20549. The Company's Common
Stock is listed on the Nasdaq SmallCap Market, and the reports, proxy statements
and certain other information filed by the Company may be obtained by calling
the Nasdaq Public Reference Room Disclosure Group at (800) 638-8241 or (202) 728
- -8298.

     The Prospectus does not contain all of the information set forth in the
Registration Statement, of which this Prospectus is a part, which the Company
has filed with the Commission pursuant to the Act. For further information with
respect to the Company and the securities offered hereby, reference is made to
the Registration Statement, including the exhibits filed as part thereof, copies
of which can be inspected at, or obtained at prescribed rates from, the Public
Reference Section of the Commission at the address above set forth. Any
statements contained herein concerning the provisions of any document filed as
an exhibit to the Registration Statement or otherwise filed with the Commission
are not necessarily complete, and in each instance, reference is made to the
copy of such document so filed. Each such statement is qualified in its entirety
by such reference. Additional updating information with respect to the Company
may be provided in the future by means of appendices, or supplements, to this
Prospectus.

     The Company will provide without charge to each person to whom a copy of
this Prospectus is delivered, upon written or oral request of such persons, a
copy of any and all of the information that has been incorporated by reference
in this Prospectus and any Registration Statement containing this Prospectus
(not including exhibits to the information that is incorporated by reference
unless such exhibits are specifically incorporated by reference in the
information that this Prospectus and any Registration Statement containing this
Prospectus incorporates). Such requests should be made to Terri MacInnis, 1990
Westwood Boulevard, Suite 310, Los Angeles, California 90025-4676 (telephone
(310) 446-7707), which address and telephone number are those of the Company's
principal executive offices.

                                       2
<PAGE>
 
                                  RISK FACTORS


     THE SECURITIES OFFERED HEREBY ARE SPECULATIVE IN NATURE AND INVOLVE A HIGH
DEGREE OF RISK. PRIOR TO MAKING AN INVESTMENT DECISION WITH RESPECT TO SUCH
SECURITIES, PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER, ALONG WITH THE
OTHER MATTERS DISCUSSED IN THIS PROSPECTUS, THE FOLLOWING RISK FACTORS:

     Operating Losses; Accumulated Deficit; Uncertainty of Future Results. The
Company has reported losses for four of the last five fiscal years. These losses
have ranged from a net loss of $3,206,097 for the fiscal year ended June 30,
1993, to a net loss of $685,898 for the fiscal year ended June 30, 1995. The
Company incurred a net loss of $1,588,702 for the nine months ended March 31,
1996. These losses, incurred over a number of years, have resulted in an
accumulated deficit of $7,945,162 at March 31, 1996. Management realizes that it
has been too slow to react meaningfully to competition and negative industry
trends. See "Risk Factors--Competition and Negative Industry Trends". While the
Company can make no assurances that its future operations will result in
consolidated profitable operations, management is actively pursuing ways to
reduce both selling and production costs so as to realize the financial benefits
to be gained from the Company's demonstrated revenue growth.

     Lack of Liquidity; Need for Additional Financing. Because of the extended
period during which the Company has experienced operating losses, the Company
has lacked liquidity for an extended period of time. As a result, the Company
may need additional financing to continue its operations at their present
levels. Such additional financing may be accomplished through one or more
offerings of equity securities or debt instruments, or a combination thereof.
There can be no guarantee that such additional financing (if needed) will be
available to the Company at the times, in the amounts or on acceptable terms,
when needed.

     Revenues Dependent on Commercial Directors. In the television commercial
production industry, commercial production contracts are awarded based on many
factors, including the expertise, reputation and creative vision of the
directors associated with the television commercial production company. As a
result, the Company's revenues are dependent upon its ability to attract and
retain established directors of commercials. Most of the directors who are
associated with the Company receive monthly draws against the directors'
compensation for shooting commercials. The monthly draws equal the minimum
guaranteed compensation payable to such directors. Although the draws are
recoverable by the Company out of compensation otherwise payable to such
directors, such directors are not obligated to repay such draws, if their fees
for commercials produced do not exceed the monthly draws that have been paid.
Consequently, the Company is obligated to provide a reduced level of
compensation to these directors whether or not they are directing commercials.
During the fiscal year ended June 30, 1995, the Company paid $1,192,804 in such
draws to these directors, which sum exceeded the directors' fees earned by such
directors by $65,039. The payment of these draws in excess of fees earned has
increased the Company's losses. In addition, all of the Company's directors are
free to provide services to third parties outside the area of television
commercials. As a result, the Company's revenues could also be adversely
affected by the unavailability of its directors due to their outside
commitments. However, the Company's agreements with its directors prohibit the
director from performing any service for television commercial production for
any outside company or from performing services in connection with theatrical
films or television episodes, if such services interfere with the director's
services to the Company. The impact of such potential unavailability is
difficult to quantify.

                                       3
<PAGE>
 
     Competition and Negative Industry Trends. The Company operates in a highly
competitive environment. In recent years the "mark-up" charged by the Company
and other television production companies has been reduced due to increased
competition in the industry and tighter advertising budgets. As a result, profit
margins have declined and competition has increased. There can be no assurance
that these trends will be reversed or that the Company will successfully adapt
to the changes in the industry.

     Revenues Affected by Economy and Other Factors. The Company's business is
adversely affected by economic uncertainty and to a lesser extent recessionary
times as advertisers tend to reduce their advertising budgets during such
periods. In addition, the Company's business can be adversely affected by
strikes or threatened strikes by labor unions in the entertainment industry.

     Effect of Outstanding Options and Warrants. The Class C Warrants and
outstanding options granted to the Company's employees and others and the
warrants issued in connection with certain private placements provides the
holders thereof with an opportunity to profit from a rise in the market price of
the Company's Common Stock, with a resulting dilution in the interests of the
other stockholders. As of February 22, 1996, 2,998,223 shares of Common Stock
(or an additional 52.6% of the outstanding Common Stock) are issuable upon the
exercise of such securities. Further, the terms on which the Company may obtain
additional financing during the respective terms of these securities may be
adversely affected by the existence of the Class C Warrants and such stock
options and warrants. The holders of the Class C Warrants, and such stock
options and warrants, may exercise them at a time when the Company might be able
to obtain additional capital through a new offering of securities or other forms
of financing on terms more favorable than those provided by the Class C Warrants
and such stock options and warrants.

     No Dividends. The Company has never paid cash dividends on its Common Stock
and anticipates that for the foreseeable future all earnings, if any, will be
retained for the operation and expansion of the Company's business.

     Revolving Line of Credit. On May 10, 1995, the Company entered into a
$3,000,000 revolving line of credit agreement with a bank. As of April 30, 1996,
the Company had $1,000,000 outstanding under the line. In certain instances, the
Company has not been in compliance with certain financial covenants contained in
the line of credit agreement, which instances of noncompliance have been waived
by the bank. There can be no assurance that future failures to comply with the
requirements of such line of credit agreement (if any) will be waived by the
bank. In the event of a default under the line of credit agreement, the bank has
the contractual right to accelerate the repayment of all amounts then owed by
the Company.

                                       4
<PAGE>
 
                             SELLING STOCKHOLDERS


     This Prospectus relates to the possible sale of Shares received in
connection with the exercise of options granted under the Company's Stock Option
Plan by the Selling Stockholders (some of whom are affiliates of the Company) as
well as shares received in connection with the exercise of options granted under
various other "Employee Benefit Plans" as defined by Rule 405 promulgated under
the Act.

     The following table shows the names of the Selling Stockholders who are
affiliates of the Company, the number of Shares and percentage of outstanding
shares of Common Stock of the Company beneficially owned by each of them as of
May 1, 1996, and the number of Shares available for resale hereunder. The
address for each of the Selling Stockholders in the table below is: 1990
Westwood Boulevard, Suite 310, Los Angeles, California 90025-4676.

<TABLE>
<CAPTION>
                                                   NUMBER OF          NUMBER OF                           PERCENTAGE OF
                                                     SHARES         SHARES COVERED    NUMBER OF SHARES     OUTSTANDING
                             POSITION WITH        BENEFICIALLY         BY THIS        TO BE HELD AFTER     SHARES AFTER
        NAME                    COMPANY              OWNED            PROSPECTUS          OFFERING           OFFERING
=======================================================================================================================
<S>                          <C>                   <C>              <C>               <C>                 <C>
Bibicoff, Harvey             Chairman of the       1225000          275000             950000             21.5%
                             Board and Chief
                                Executive
                                 Officer

Rackohn, Brian                Secretary and          50000           50000                  0              **
                             Chief Financial
                                 Officer

DeLeon, Larry                  President             50000           50000                  0              **
                             Harmony Media,
                                  Inc.

Oakes, Stephen                 President             50000           50000                  0              **
                                Curious
                             Pictures, Inc.

Silver, Elizabeth            President The           75000           75000                  0              **
                               End, Inc.

Miller, Jonathan             Director and           100000          100000                  0              **
                              President
                               Harmony
                             Pictures, Inc.

Shuster, Harry               Director                25000           25000                  0              **

Berkowitz, Ivan              Director                25000           25000                  0
=======================================================================================================================
TOTAL                           --                 1600000          650000             950000            21.5%
=======================================================================================================================
</TABLE> 
** Denotes less than one percent.

                                       5
<PAGE>
 
                                USE OF PROCEEDS


     The Company will receive no proceeds from the sale of the Shares sold by
the Selling Stockholders pursuant to this Prospectus.


                             PLAN OF DISTRIBUTION


     The Company has been advised by the Selling Stockholders that they intend
to sell all or a portion of the Shares offered hereby from time to time in the
over-the-counter market and that sales will be made at prices prevailing at the
time of such sales. The Selling Stockholders may also make private sales
directly or through a broker or brokers, who may act as agent or as principal.
In connection with any sales, the Selling Stockholders and any brokers
participating in such sales may be deemed to be underwriters within the meaning
of the Act.

     Any broker-dealer participating in such transactions as an agent may
receive commissions from the Selling Stockholders (and, if such broker acts as
agent for the purchaser of such shares, from such purchaser). Usual and
customary brokerage fees will be paid by the Selling Stockholders. Any broker-
dealer may agree with the Selling Stockholders to sell a specified number of
Shares at a stipulated price per share, and, to the extent such a broker-dealer
is unable to do so acting as an agent for the Selling Stockholders, to purchase
as principal any unsold Shares at the price required to fulfill the broker-
dealer commitment to the Selling Stockholders. Broker-dealers who acquire Shares
as principal may thereafter resell such Shares from time to time in transactions
(which may involve crosses and block transactions and which may involve sales to
and through other broker-dealers, including transactions of the nature described
above) in the over-the-counter market, in negotiated transactions or otherwise
at market prices prevailing at the time or sale or at negotiated prices, and in
connection with such resales may pay to or receive from the purchasers of such
Shares commissions computed as described above.

     The Company has advised the Selling Stockholders that the anti-manipulative
Rules 10b-6 and 10b-7 under the Exchange Act may apply to sales in the market,
has furnished the Selling Stockholders with a copy of these Rules and has
informed them of the possible need for delivery of copies of this Prospectus.
The Selling Stockholders may indemnify any broker-dealer that participates in
transactions involving the sale of the Shares against certain liabilities,
including liabilities arising under the Act. Any commissions paid or any
discounts or concessions allowed to any such broker-dealers, and, if any such
broker-dealers purchase Shares as principal, any profits received on the resale
of such Shares, may be deemed to be underwriting discounts and commissions under
the Act.

     Upon the Company's being notified by the Selling Stockholders that any
material arrangement has been entered into with a broker-dealer of the sale of
Shares through a cross or block trade, a supplemental prospectus will be filed
under Rule 424(C) under the Act, setting forth the name of the participating
broker-dealer(s), the number of Shares involved, the price at which such Shares
were sold by the Selling Stockholders, the commission paid or discounts or
concessions allowed by the Selling Stockholders to such broker-dealer(s), and
where applicable, that such broker-dealer(s) did not conduct any investigation
to verify the information set out in this Prospectus.

     Any securities covered by this Prospectus which qualify for sale pursuant
to Rule 144 under the Act may be sold under that Rule rather than pursuant to
this Prospectus.

                                       6
<PAGE>
 
     There can be no assurances that the Selling Stockholders will sell any or
all of the shares of Common Stock offered hereunder.


                    INTERESTS OF NAMED EXPERTS AND COUNSEL


     No named Expert or Counsel has an interest in the Company with a fair
market value that exceeds $50,000.


               INCORPORATION OF CERTAIN INFORMATION BY REFERENCE


     The following documents listed in (I) through (iv) below are incorporated
by reference in this Prospectus.

          (i)   The Company's Annual Report on Form 10-K for the fiscal year
     ended June 30, 1995, as filed with the Commission under the Exchange Act.

          (ii)  The Company's Quarterly Report on Form 10-Q for the quarter
     ended September 30, 1995, as filed with the Commission under the Exchange
     Act.

          (iii) The Company's Quarterly Report on Form 10-Q for the quarter
     ended December 31, 1995, as filed with the Commission under the Exchange
     Act.

          (iv)  The Company's Quarterly Report on Form 10-Q for the quarter
     ended March 31, 1996, as filed with the Commission under the Exchange Act.

          (v)   The description of securities to be registered contained in the
     Registration Statement filed with the Commission on Form 8-A under the
     Exchange Act on July 12, 1991, including any amendment or reports filed for
     the purpose of updating such description.

     All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act after the effective date of this Registration
Statement and prior to the filing of a post-effective amendment indicating that
all the securities offered hereby have been sold, or deregistering all such
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents. Any statement contained in a document 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 statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

                                       7
<PAGE>
 
                                INDEMNIFICATION


     The Company's Restated Certificate of Incorporation, as amended (the
"Certificate") and its By-laws provide for the elimination of Directors'
liability for monetary damages arising from a breach of certain fiduciary
obligations and for the indemnification of Directors, officers and agents to the
full extent permitted by the Delaware General Corporation Law ("DGCL"). These
provisions generally provide for indemnification in the absence of gross
negligence or willful misconduct and cannot be amended without the affirmative
vote of a majority of the outstanding shares of the Company's Common Stock
entitled to vote thereon.

     Insofar as indemnification for liabilities arising under the Act may be
permitted to Directors, officers or persons controlling the registrant pursuant
to the foregoing provisions, the Company has been informed that in the opinion
of the Commission such indemnification is against public policy as expressed in
the Act and is therefore unenforceable.

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

     NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED OR INCORPORATED BY REFERENCE IN 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. 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 THAT THE
INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE
HEREOF.

     THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF
AN OFFER TO BUY ANY SECURITIES OTHER THAN THE SECURITIES TO WHICH THIS
PROSPECTUS RELATES OR AN OFFER TO OR SOLICITATION OF ANY PERSON IN ANY
JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.

                                       8
<PAGE>
 
                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE

     There are hereby incorporated by reference in this Registration Statement,
and specifically made a part hereof, the following documents heretofore filed by
Harmony Holdings, Inc. (the "Company") with the Securities and Exchange
Commission (the "Commission"), pursuant to the Securities Exchange Act of 1934
(the "Exchange Act"):

     (a)  The Company's Annual Report on Form 10-K for the fiscal year ended
          June 30, 1995, as filed with the Commission under the Exchange Act.

     (b)  The Company's Quarterly Report on Form 10-Q for the quarter ended
          September 30, 1995, as filed with the Commission under the Exchange
          Act.

     (c)  The Company's Quarterly Report on Form 10-Q for the quarter ended
          December 31, 1995, as filed with the Commission under the Exchange
          Act.

     (d)  The Company's Quarterly Report on Form 10-Q for the quarter ended
          March 31, 1996, as filed with the Commission under the Exchange Act.

     (e)  The description of securities to be registered contained in the
          Registration Statement filed with the Commission on Form 8-A under the
          Exchange Act on July 12, 1991, including any amendment or reports
          filed for the purpose of updating such description.

     All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act after the effective date of this Registration
Statement and prior to the filing of a post-effective amendment indicating that
all the securities offered hereby have been sold, or deregistering all such
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents. Any statement contained in a document 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 statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.


ITEM 4.   DESCRIPTION OF SECURITIES

     The class of securities offered pursuant to this Registration Statement,
the Company's Common Stock, is registered under Section 12(g) of the Exchange
Act.

                                      II-1
<PAGE>
 
ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL

     No Named Expert or Counsel has an interest in the Company with a fair
market value that exceeds $50,000.


ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS

     The DGCL permits a corporation to indemnify officers, directors, employees
and agents for actions taken in good faith and in a manner they reasonably
believed to be in, or not opposed to, the best interests of the corporation, and
with respect to any criminal action, which they had no reasonable cause to
believe was unlawful. The DGCL provides that a corporation may advance expenses
of defense (upon receipt of a written undertaking to reimburse the corporation
if indemnification is not appropriate) and must reimburse a successful defendant
for expenses, including attorneys' fees, actually and reasonably incurred, and
permits a corporation to purchase and maintain liability insurance for its
directors and officers. The DGCL provides that indemnification may not be made
for any claim, issue or matter as to which a person has been adjudged by a court
of competent jurisdiction, after exhaustion of all appeals therefrom, to be
liable to the corporation, unless and only to the extent a court determines that
the person is entitled to indemnity for such expenses as the court deems proper.

     Section 102(b)(7) of the DGCL authorizes corporations to limit or eliminate
the personal liability of directors to corporations and their stockholders for
monetary damages for breach or alleged breach of directors' fiduciary "duty of
care". Section 102(b)(7) has no effect on a director's liability for: (a) breach
of the director's duty of loyalty; (b) acts or omissions not in good faith or
involving intentional misconduct or knowing violations of law; (C) a
corporation's illegal payment of dividends; and (d) approval of any transaction
from which the director derives an improper personal benefit. Pursuant to this
Delaware statute, Article VII of the Company's Restated Certificate of
Incorporation provides that, with certain exceptions, no director of the Company
shall be liable to the company for monetary damages as a result of certain
breaches of his fiduciary duties as a director. This limitation of liability
provision does not eliminate a stockholder's right to seek nonmonetary,
equitable remedies in order to redress action taken by directors.

     The Company's By-laws provide that each person who is involved in any
actual or threatened action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that he or she is or was
a director, officer, employee or agent of the Company, or is or was serving at
the request of the Company as a director, officer, employee or agent of another
corporation or of a partnership, joint venture, trust or other enterprise,
including service with respect to an employee benefit plan, will be indemnified
by the Company to the full extent permitted by the DGCL, as the same exists or
may hereafter be amended (but, in the case of any such amendment, only to the
extent that such amendment permits the Company to provide broader
indemnification rights than said law permitted prior to such amendment) or by
other applicable laws then in effect.


ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED

     Not applicable.

                                      II-2
<PAGE>
 
ITEM 8.   EXHIBITS

<TABLE> 
<CAPTION> 
Exhibit Number            Description of Exhibit
- --------------            ----------------------
<C>              <S>
    4-1          Stock Option Plan of Harmony Holdings, Inc., filed as Exhibit
                 10.1 to the Company's Registration Statement on Form S-1
                 (Registration No. 33-42193), is hereby incorporated by
                 reference.

    4-2          Form of Incentive Stock Option Agreement, filed as Exhibit 10.2
                 to the Company's Registration Statement on Form S-1
                 (Registration No. 333-2648), is hereby incorporated by
                 reference.

    4-3          Form of Non-Qualified Stock Option Agreement, filed as Exhibit
                 10.3 to the Company's Registration Statement on Form S-1
                 (Registration No. 333-2648), is hereby incorporated by
                 reference.

    5            Opinion of Haskell Slaughter & Young, L.L.C.

   10-1          Settlement Agreement and Mutual General Release of All Claims,
                 dated February 12, 1996, between the Company and Gary Horowitz.

   10-2          Consulting Agreement, dated February 12, 1996, between the
                 Company and Gary Horowitz.

   10-3          Stock Option Agreement, dated February 12, 1996, between the
                 Company and Gary Horowitz.

   23-1          Consent of BDO Seidman, LLP. See pages immediately following
                 signature pages to this Registration Statement.

   23-2          Consent of Coopers & Lybrand, LLP. See pages immediately
                 following signature pages to this Registration Statement.

   23-3          Consent of Haskell Slaughter & Young, L.L.C. (contained in the
                 opinion of counsel filed as Exhibit 5 to this Registration
                 Statement).

   28            Power of Attorney (set forth on the signature page of this
                 Registration Statement).
</TABLE> 

ITEM 9.   UNDERTAKINGS

     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;

                                      II-3
<PAGE>
 
          (2)   That, for the purpose of determining any liability under the
     Act, each such post-effective amendment shall be deemed to be a new
     registration statement relating to the securities offered therein, and the
     offering of such securities at that time shall be deemed to be the initial
     bona fide offering thereof.

          (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.

     The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
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.

     Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions or, otherwise, the registrant has been
advised that in the opinion of the Commission such indemnification is against
public policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
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-4
<PAGE>
 
                                   SIGNATURES


           Pursuant to the requirements of the Securities Act of 1933, the
      Registrant certifies that it has reasonable grounds to believe that it
      meets all of the requirements for filing on Form S-8 and has duly caused
      this Registration Statement to be signed on its behalf by the undersigned,
      thereunto duly authorized, in the City of Los Angeles, State of
      California, on July 19, 1996.


                                     HARMONY HOLDINGS, INC.


                                     By    /s/ Harvey Bibicoff
                                        ---------------------------
                                               Harvey Bibicoff
                                         Chairman of the Board and
                                          Chief Executive Officer

           KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
      appears below constitutes and appoints Harvey Bibicoff and Brian Rackohn,
      and each or either of them, his true and lawful attorney-in-fact and
      agent, with full power of substitution and resubstitution, for him and in
      his name, place and stead, in any and all capacities, to sign any and all
      amendments (including post-effective amendments) to this Registration
      Statement and any subsequent registration statements relating to the
      offering to which this Registration Statement relates, and to file the
      same, with all exhibits thereto and other documents in connection
      therewith, with the Securities and Exchange Commission, granting unto said
      attorneys-in-fact and agents, and each of them, full power and authority
      to do and perform each and every act and thing requisite and necessary to
      be done in and about the premises, as fully and 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 either of them,
      or their or his substitutes or substitute, may lawfully do or cause to be
      done by virtue hereof.

           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
       ---------                                    -----                              ----
<S>                                 <C>                                            <C>
 
 /s/ Harvey Bibicoff                      Chairman of the Board                      July 19, 1996
- ----------------------                 and Chief Executive Officer
     Harvey Bibicoff          
 

 /s/ Brian Rackohn                    Secretary and Chief Financial Officer          July 19, 1996
- -----------------------            (Principal Financial and Accounting Officer)
     Brian Rackohn            
 
 /s/ Harry Shuster                                Director                           July 19, 1996
- -----------------------
     Harry Shuster

/s/ Ivan Berkowitz                                Director                           July 19, 1996
- -----------------------
    Ivan Berkowitz

</TABLE> 

                                      II-5
<PAGE>
 
                                 EXHIBIT INDEX
<TABLE>
<CAPTION>
 
EXHIBIT                                                                         PAGE
NUMBER                           DESCRIPTION OF EXHIBIT                        NUMBER
- -------                          ----------------------                        ------
<C>              <S>                                                            <C>
     4-1         Stock Option Plan of Harmony Holdings, Inc., filed as                             
                 Exhibit 10.1 to the Company's Registration Statement on                           
                 Form S-1 (Registration No. 33-42193), is hereby                                   
                 incorporated by reference.                                                        
                                                                                                   
     4-2         Form of Incentive Stock Option Agreement, filed as                                
                 Exhibit 10.2 to the Company's Registration Statement on                           
                 Form S-1 (Registration No. 333-2648), is hereby                                   
                 incorporated by reference.                                                        
                                                                                                   
     4-3         Form of Non-Qualified Stock Option Agreement, filed as                            
                 Exhibit 10.3 to the Company's Registration Statement on                           
                 Form S-1 (Registration No. 333-2648), is hereby                                   
                 incorporated by reference.                                                        
                                                                                                   
      5          Opinion of Haskell Slaughter & Young, L.L.C.                    9              
                                                                                                   
    10-1         Settlement Agreement and Mutual General Release of All         11              
                 Claims, dated February 12, 1996, between the Company                              
                 and Gary Horowitz.                                                                
                                                                                                   
    10-2         Consulting Agreement, dated February 12, 1996, between         15              
                 the Company and Gary Horowitz.                                                    
                                                                                                   
    10-3         Stock Option Agreement, dated February 12, 1996,               17              
                 between the Company and Gary Horowitz.                                            
                                                                                                   
    23-1         Consent of BDO Seidman, LLP.  See pages immediately             6              
                 following signature pages to this Registration Statement.                         
                                                                                                   
    23-2         Consent of Coopers & Lybrand, LLP.  See pages                   7              
                 immediately following signature pages to this Registration                           
                 Statement.                                                                           
                                                                                                      
    23-3         Consent of Haskell Slaughter & Young, L.L.C. (contained in the                       
                 opinion of counsel filed as Exhibit 5 to this Registration                           
                 Statement).                                                                          
                                                                                                      
     28          Power of Attorney (set forth on the signature page of this                           
                 Registration Statement).                                                             
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8/ STOCK OPTION PLAN DATED 7-18-96", "secsgml_size_bytes": 50729}]
{"company-data": {"conformed-name": "HARMONY HOLDINGS INC", "cik": "0000878246", "assigned-sic": "7812", "irs-number": "954333330", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-08525", "film-number": "96597096"}, "business-address": {"street1": "1990 WESTWOOD BLVD", "street2": "SUITE 310", "city": "LOS ANGELES", "state": "CA", "zip": "90025-4676", "phone": "3104467700"}, "mail-address": {"street1": "1990 WESTWOOD INC", "city": "LOA ANGLES", "state": "CA", "zip": "90025"}}
As filed with the Securities and Exchange Commission on July 19, 1996
                                                    Registration No. 333-_______
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                        _______________________________

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

                        Containing a Reoffer Prospectus
                                  on Form S-3
                        _______________________________

                             HARMONY HOLDINGS, INC.
             (Exact Name of Registrant as Specified in its Charter)

            DELAWARE                                            95-4333330
     (State or Other Jurisdiction                            (I.R.S. Employer
    of Incorporation or Organization)                     Identification Number)
     
                      1990 WESTWOOD BOULEVARD, SUITE 310
                      LOS ANGELES, CALIFORNIA  90025-4676
                    (Address of Principal Executive Offices)
                                   (Zip Code)

                               STOCK OPTION PLAN
                           (Full Title of the Plans)

                                HARVEY BIBICOFF
                       CHAIRMAN OF THE BOARD OF DIRECTORS
                       1990 WESTWOOD BOULEVARD, SUITE 310
                      LOS ANGELES, CALIFORNIA  90025-4676
                    (Name and Address of Agent for Service)
                                 (310) 446-7700
         (Telephone Number, including Area Code, of Agent for Service)

      The Commission is requested to send copies of all notices and other
                               communications to:

                              MARK E. EZELL, ESQ.
                       HASKELL SLAUGHTER & YOUNG, L.L.C.
                           1200 AMSOUTH/HARBERT PLAZA
                            1901 SIXTH AVENUE NORTH
                           BIRMINGHAM, ALABAMA  35203
                              TEL: (205) 251-1000
                              FAX: (205) 324-1133

                           _________________________

           THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE IMMEDIATELY UPON
      FILING WITH THE SECURITIES AND EXCHANGE COMMISSION, AND SALES OF THE
      REGISTERED SECURITIES WILL THEREAFTER BE EFFECTED UPON OPTION EXERCISES
      UNDER THE STOCK OPTION PLAN (THE "PLAN"), OF WHICH 863,200 SHARES OF
      COMMON STOCK ARE AVAILABLE FOR FUTURE GRANT UNDER THE PLAN.

                        CALCULATION OF REGISTRATION FEE
==============================================================================================================
                                                     Proposed Maximum      Proposed Maximum
Title of Securities                Amount to be       Offering Price      Aggregate Offering      Amount of
to be Registered                   Registered(1)       Per Share(1)             Price          Registration Fee
- ---------------------------------------------------------------------------------------------------------------
Common Stock, par value $.01           150,800            $  1.50 (3)             $  226,200          $   78.00
 per share                            shares (2)

- ---------------------------------------------------------------------------------------------------------------
Common Stock, par value $.01           863,200
 per share                            shares (4)          $1.9375 (5)             $1,672,450          $  568.63

- ---------------------------------------------------------------------------------------------------------------
Common Stock, par value $.01           650,000
 per share                            shares (6)          $ 2.357 (7)             $1,532,050          $  528.29

- ---------------------------------------------------------------------------------------------------------------
Total                                1,664,000
                                      shares                 --                   $3,430,700          $1,174.92
- ---------------------------------------------------------------------------------------------------------------
(1)   For the sole purpose of calculating the registration fee, the number
      of shares to be registered under this Registration Statement has been
      divided into three subtotals.
(2)   Shares issuable upon the exercise of options heretofore granted under
      the Plan.
(3)   Exercise price for options heretofore granted under the Plan.
(4)   Shares issuable upon exercise of options not yet granted under the
      Plan.
(5)   Computed in accordance with Rule 457(h) solely for the purpose of
      calculating the registration fee.  The computation is based upon the last
      sale price of the Common Stock on the Nasdaq SmallCap Market on July 12,
      1996, given that the price at which options to be granted in the future
      may be exercised is not currently determinable.
(6)   Shares underlying outstanding options under the Plan granted to
      affiliates of the Company.
(7)   Computed in accordance with Rule 457(h) solely for the purpose of
      calculating the registration fee.  The computation is based on the
      weighted average exercise price at which the options whose exercise will
      result in the issuance of the shares being registered may be exercised and
      the actual exercise price of such shares previously issued under the Plan.

      APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: AS SOON AS
PRACTICABLE AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE.
PROSPECTUS
                            HARMONY HOLDINGS, INC.

           650,000 SHARES OF COMMON STOCK, PAR VALUE $.01 PER SHARE

     This Prospectus relates to the resale of up to 650,000 shares (the
"Shares") of Common Stock, par value $.01 per share (the "Common Stock"), of
Harmony Holdings, Inc., a Delaware corporation (the "Company"), which may be
offered hereby from time to time by any or all of the selling stockholders named
herein (the "Selling Stockholders") for their own benefit. The Common Stock of
the Company is quoted on the National Association of Dealers Automatic Quotation
System ("Nasdaq") SmallCap Market. None of the Shares offered pursuant to this
Prospectus have been registered under the Securities Act of 1933, as amended
(the "Act"), prior to the filing of the Registration Statement of which this
Prospectus is a part.

                           _________________________

         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
              NOR ANY STATE SECURITIES COMMISSION PASSED UPON THE
                 ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
                        REPRESENTATION TO THE CONTRARY
                            IS A CRIMINAL OFFENSE.
                           _________________________

     The Shares may be offered and sold by the Selling Stockholders directly or
through broker-dealers designated from time to time. The Shares may be sold from
time to time in one or more transactions at a fixed price or prices, which may
be changed, at market prices prevailing at the time of sale, at prices related
to such prevailing market prices or at prices determined on a negotiated or
competitive bid basis. Shares may be sold through a broker-dealer acting as
agent or broker for a Selling Stockholder, or to a broker-dealer acting as
principal. In addition to sales under this Prospectus, the Selling Stockholders
may also effect sales of the Shares covered by this Prospectus pursuant to Rule
144, promulgated under the Act. These securities will be sold at market prices
prevailing at the time of sale or at negotiated prices. All of the foregoing
transactions will be made without payment of any underwriting commissions or
discounts, other than the customary brokers' fees normally paid in connection
with such transactions. With respect to expenses of issuance and distribution,
the Company will pay the costs of preparation, reproduction and distribution of
this Prospectus and any Registration Statement containing this Prospectus, any
filing fee set forth in such Registration Statement and any related accountants'
fees and expenses (all of which individually and in total are expected to be
minimal) and the Selling Stockholders will bear other such expenses, if any,
none of which are presently susceptible of reasonable estimation. The Company
will receive no proceeds from the sale of these securities pursuant to this
Prospectus.

     This Prospectus also relates to such additional shares as may be issued to
the Selling Stockholders because of future stock dividends, stock distributions,
stock splits or similar capital readjustments.

     The Shares have not been registered for sale under the securities law of
any state or jurisdiction as of the date of this Prospectus. Brokers or dealers
effecting transactions in the Shares should confirm the existence of any
exemption from registration or the registration thereof under the securities
laws of the states in which such transactions occur.

      THIS OFFERING INVOLVES A HIGH DEGREE OF RISK.  SEE "RISK FACTORS".
                           _________________________

                 The date of this Prospectus is July 18, 1996.

                                       1
AVAILABLE INFORMATION

     The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files periodic reports, proxy statements and other information
(including the Registration Statement containing this Prospectus) with the
Securities and Exchange Commission (the "Commission"), all of which may be
inspected and copied at the public reference facilities maintained by the
Commission, Room 1024, 450 Fifth Street, N.W., Judiciary Plaza, Washington, D.C.
20549, and at the following Regional Offices of the Commission: New York
Regional Office, Seven World Trade Center, 13th Floor, New York, New York 10048
and Chicago Regional Office, Suite 1400, Citicorp Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60601. Copies of such material can be
obtained at prescribed rates from the Public Reference Section of the
Commission, 450 Fifth Street, N.W., Washington, D.C. 20549. The Company's Common
Stock is listed on the Nasdaq SmallCap Market, and the reports, proxy statements
and certain other information filed by the Company may be obtained by calling
the Nasdaq Public Reference Room Disclosure Group at (800) 638-8241 or (202) 728
- -8298.

     The Prospectus does not contain all of the information set forth in the
Registration Statement, of which this Prospectus is a part, which the Company
has filed with the Commission pursuant to the Act. For further information with
respect to the Company and the securities offered hereby, reference is made to
the Registration Statement, including the exhibits filed as part thereof, copies
of which can be inspected at, or obtained at prescribed rates from, the Public
Reference Section of the Commission at the address above set forth. Any
statements contained herein concerning the provisions of any document filed as
an exhibit to the Registration Statement or otherwise filed with the Commission
are not necessarily complete, and in each instance, reference is made to the
copy of such document so filed. Each such statement is qualified in its entirety
by such reference. Additional updating information with respect to the Company
may be provided in the future by means of appendices, or supplements, to this
Prospectus.

     The Company will provide without charge to each person to whom a copy of
this Prospectus is delivered, upon written or oral request of such persons, a
copy of any and all of the information that has been incorporated by reference
in this Prospectus and any Registration Statement containing this Prospectus
(not including exhibits to the information that is incorporated by reference
unless such exhibits are specifically incorporated by reference in the
information that this Prospectus and any Registration Statement containing this
Prospectus incorporates). Such requests should be made to Terri MacInnis, 1990
Westwood Boulevard, Suite 310, Los Angeles, California 90025-4676 (telephone
(310) 446-7707), which address and telephone number are those of the Company's
principal executive offices.

                                       2
RISK FACTORS

     THE SECURITIES OFFERED HEREBY ARE SPECULATIVE IN NATURE AND INVOLVE A HIGH
DEGREE OF RISK. PRIOR TO MAKING AN INVESTMENT DECISION WITH RESPECT TO SUCH
SECURITIES, PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER, ALONG WITH THE
OTHER MATTERS DISCUSSED IN THIS PROSPECTUS, THE FOLLOWING RISK FACTORS:

     Operating Losses; Accumulated Deficit; Uncertainty of Future Results. The
Company has reported losses for four of the last five fiscal years. These losses
have ranged from a net loss of $3,206,097 for the fiscal year ended June 30,
1993, to a net loss of $685,898 for the fiscal year ended June 30, 1995. The
Company incurred a net loss of $1,588,702 for the nine months ended March 31,
1996. These losses, incurred over a number of years, have resulted in an
accumulated deficit of $7,945,162 at March 31, 1996. Management realizes that it
has been too slow to react meaningfully to competition and negative industry
trends. See "Risk Factors--Competition and Negative Industry Trends". While the
Company can make no assurances that its future operations will result in
consolidated profitable operations, management is actively pursuing ways to
reduce both selling and production costs so as to realize the financial benefits
to be gained from the Company's demonstrated revenue growth.

     Lack of Liquidity; Need for Additional Financing. Because of the extended
period during which the Company has experienced operating losses, the Company
has lacked liquidity for an extended period of time. As a result, the Company
may need additional financing to continue its operations at their present
levels. Such additional financing may be accomplished through one or more
offerings of equity securities or debt instruments, or a combination thereof.
There can be no guarantee that such additional financing (if needed) will be
available to the Company at the times, in the amounts or on acceptable terms,
when needed.

     Revenues Dependent on Commercial Directors. In the television commercial
production industry, commercial production contracts are awarded based on many
factors, including the expertise, reputation and creative vision of the
directors associated with the television commercial production company. As a
result, the Company's revenues are dependent upon its ability to attract and
retain established directors of commercials. Most of the directors who are
associated with the Company receive monthly draws against the directors'
compensation for shooting commercials. The monthly draws equal the minimum
guaranteed compensation payable to such directors. Although the draws are
recoverable by the Company out of compensation otherwise payable to such
directors, such directors are not obligated to repay such draws, if their fees
for commercials produced do not exceed the monthly draws that have been paid.
Consequently, the Company is obligated to provide a reduced level of
compensation to these directors whether or not they are directing commercials.
During the fiscal year ended June 30, 1995, the Company paid $1,192,804 in such
draws to these directors, which sum exceeded the directors' fees earned by such
directors by $65,039. The payment of these draws in excess of fees earned has
increased the Company's losses. In addition, all of the Company's directors are
free to provide services to third parties outside the area of television
commercials. As a result, the Company's revenues could also be adversely
affected by the unavailability of its directors due to their outside
commitments. However, the Company's agreements with its directors prohibit the
director from performing any service for television commercial production for
any outside company or from performing services in connection with theatrical
films or television episodes, if such services interfere with the director's
services to the Company. The impact of such potential unavailability is
difficult to quantify.

                                       3
Competition and Negative Industry Trends. The Company operates in a highly
competitive environment. In recent years the "mark-up" charged by the Company
and other television production companies has been reduced due to increased
competition in the industry and tighter advertising budgets. As a result, profit
margins have declined and competition has increased. There can be no assurance
that these trends will be reversed or that the Company will successfully adapt
to the changes in the industry.

     Revenues Affected by Economy and Other Factors. The Company's business is
adversely affected by economic uncertainty and to a lesser extent recessionary
times as advertisers tend to reduce their advertising budgets during such
periods. In addition, the Company's business can be adversely affected by
strikes or threatened strikes by labor unions in the entertainment industry.

     Effect of Outstanding Options and Warrants. The Class C Warrants and
outstanding options granted to the Company's employees and others and the
warrants issued in connection with certain private placements provides the
holders thereof with an opportunity to profit from a rise in the market price of
the Company's Common Stock, with a resulting dilution in the interests of the
other stockholders. As of February 22, 1996, 2,998,223 shares of Common Stock
(or an additional 52.6% of the outstanding Common Stock) are issuable upon the
exercise of such securities. Further, the terms on which the Company may obtain
additional financing during the respective terms of these securities may be
adversely affected by the existence of the Class C Warrants and such stock
options and warrants. The holders of the Class C Warrants, and such stock
options and warrants, may exercise them at a time when the Company might be able
to obtain additional capital through a new offering of securities or other forms
of financing on terms more favorable than those provided by the Class C Warrants
and such stock options and warrants.

     No Dividends. The Company has never paid cash dividends on its Common Stock
and anticipates that for the foreseeable future all earnings, if any, will be
retained for the operation and expansion of the Company's business.

     Revolving Line of Credit. On May 10, 1995, the Company entered into a
$3,000,000 revolving line of credit agreement with a bank. As of April 30, 1996,
the Company had $1,000,000 outstanding under the line. In certain instances, the
Company has not been in compliance with certain financial covenants contained in
the line of credit agreement, which instances of noncompliance have been waived
by the bank. There can be no assurance that future failures to comply with the
requirements of such line of credit agreement (if any) will be waived by the
bank. In the event of a default under the line of credit agreement, the bank has
the contractual right to accelerate the repayment of all amounts then owed by
the Company.

                                       4
SELLING STOCKHOLDERS

     This Prospectus relates to the possible sale of Shares received in
connection with the exercise of options granted under the Company's Stock Option
Plan by the Selling Stockholders (some of whom are affiliates of the Company) as
well as shares received in connection with the exercise of options granted under
various other "Employee Benefit Plans" as defined by Rule 405 promulgated under
the Act.

     The following table shows the names of the Selling Stockholders who are
affiliates of the Company, the number of Shares and percentage of outstanding
shares of Common Stock of the Company beneficially owned by each of them as of
May 1, 1996, and the number of Shares available for resale hereunder. The
address for each of the Selling Stockholders in the table below is: 1990
Westwood Boulevard, Suite 310, Los Angeles, California 90025-4676.
NUMBER OF          NUMBER OF                           PERCENTAGE OF
                                                     SHARES         SHARES COVERED    NUMBER OF SHARES     OUTSTANDING
                             POSITION WITH        BENEFICIALLY         BY THIS        TO BE HELD AFTER     SHARES AFTER
        NAME                    COMPANY              OWNED            PROSPECTUS          OFFERING           OFFERING
=======================================================================================================================
Bibicoff, Harvey             Chairman of the       1225000          275000             950000             21.5%
                             Board and Chief
                                Executive
                                 Officer

Rackohn, Brian                Secretary and          50000           50000                  0              **
                             Chief Financial
                                 Officer

DeLeon, Larry                  President             50000           50000                  0              **
                             Harmony Media,
                                  Inc.

Oakes, Stephen                 President             50000           50000                  0              **
                                Curious
                             Pictures, Inc.

Silver, Elizabeth            President The           75000           75000                  0              **
                               End, Inc.

Miller, Jonathan             Director and           100000          100000                  0              **
                              President
                               Harmony
                             Pictures, Inc.

Shuster, Harry               Director                25000           25000                  0              **

Berkowitz, Ivan              Director                25000           25000                  0
=======================================================================================================================
TOTAL                           --                 1600000          650000             950000            21.5%
=======================================================================================================================
** Denotes less than one percent.

                                       5
USE OF PROCEEDS

     The Company will receive no proceeds from the sale of the Shares sold by
the Selling Stockholders pursuant to this Prospectus.

                             PLAN OF DISTRIBUTION

     The Company has been advised by the Selling Stockholders that they intend
to sell all or a portion of the Shares offered hereby from time to time in the
over-the-counter market and that sales will be made at prices prevailing at the
time of such sales. The Selling Stockholders may also make private sales
directly or through a broker or brokers, who may act as agent or as principal.
In connection with any sales, the Selling Stockholders and any brokers
participating in such sales may be deemed to be underwriters within the meaning
of the Act.

     Any broker-dealer participating in such transactions as an agent may
receive commissions from the Selling Stockholders (and, if such broker acts as
agent for the purchaser of such shares, from such purchaser). Usual and
customary brokerage fees will be paid by the Selling Stockholders. Any broker-
dealer may agree with the Selling Stockholders to sell a specified number of
Shares at a stipulated price per share, and, to the extent such a broker-dealer
is unable to do so acting as an agent for the Selling Stockholders, to purchase
as principal any unsold Shares at the price required to fulfill the broker-
dealer commitment to the Selling Stockholders. Broker-dealers who acquire Shares
as principal may thereafter resell such Shares from time to time in transactions
(which may involve crosses and block transactions and which may involve sales to
and through other broker-dealers, including transactions of the nature described
above) in the over-the-counter market, in negotiated transactions or otherwise
at market prices prevailing at the time or sale or at negotiated prices, and in
connection with such resales may pay to or receive from the purchasers of such
Shares commissions computed as described above.

     The Company has advised the Selling Stockholders that the anti-manipulative
Rules 10b-6 and 10b-7 under the Exchange Act may apply to sales in the market,
has furnished the Selling Stockholders with a copy of these Rules and has
informed them of the possible need for delivery of copies of this Prospectus.
The Selling Stockholders may indemnify any broker-dealer that participates in
transactions involving the sale of the Shares against certain liabilities,
including liabilities arising under the Act. Any commissions paid or any
discounts or concessions allowed to any such broker-dealers, and, if any such
broker-dealers purchase Shares as principal, any profits received on the resale
of such Shares, may be deemed to be underwriting discounts and commissions under
the Act.

     Upon the Company's being notified by the Selling Stockholders that any
material arrangement has been entered into with a broker-dealer of the sale of
Shares through a cross or block trade, a supplemental prospectus will be filed
under Rule 424(C) under the Act, setting forth the name of the participating
broker-dealer(s), the number of Shares involved, the price at which such Shares
were sold by the Selling Stockholders, the commission paid or discounts or
concessions allowed by the Selling Stockholders to such broker-dealer(s), and
where applicable, that such broker-dealer(s) did not conduct any investigation
to verify the information set out in this Prospectus.

     Any securities covered by this Prospectus which qualify for sale pursuant
to Rule 144 under the Act may be sold under that Rule rather than pursuant to
this Prospectus.

                                       6
There can be no assurances that the Selling Stockholders will sell any or
all of the shares of Common Stock offered hereunder.

                    INTERESTS OF NAMED EXPERTS AND COUNSEL

     No named Expert or Counsel has an interest in the Company with a fair
market value that exceeds $50,000.

               INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

     The following documents listed in (I) through (iv) below are incorporated
by reference in this Prospectus.

          (i)   The Company's Annual Report on Form 10-K for the fiscal year
     ended June 30, 1995, as filed with the Commission under the Exchange Act.

          (ii)  The Company's Quarterly Report on Form 10-Q for the quarter
     ended September 30, 1995, as filed with the Commission under the Exchange
     Act.

          (iii) The Company's Quarterly Report on Form 10-Q for the quarter
     ended December 31, 1995, as filed with the Commission under the Exchange
     Act.

          (iv)  The Company's Quarterly Report on Form 10-Q for the quarter
     ended March 31, 1996, as filed with the Commission under the Exchange Act.

          (v)   The description of securities to be registered contained in the
     Registration Statement filed with the Commission on Form 8-A under the
     Exchange Act on July 12, 1991, including any amendment or reports filed for
     the purpose of updating such description.

     All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act after the effective date of this Registration
Statement and prior to the filing of a post-effective amendment indicating that
all the securities offered hereby have been sold, or deregistering all such
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents. Any statement contained in a document 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 statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

                                       7
INDEMNIFICATION

     The Company's Restated Certificate of Incorporation, as amended (the
"Certificate") and its By-laws provide for the elimination of Directors'
liability for monetary damages arising from a breach of certain fiduciary
obligations and for the indemnification of Directors, officers and agents to the
full extent permitted by the Delaware General Corporation Law ("DGCL"). These
provisions generally provide for indemnification in the absence of gross
negligence or willful misconduct and cannot be amended without the affirmative
vote of a majority of the outstanding shares of the Company's Common Stock
entitled to vote thereon.

     Insofar as indemnification for liabilities arising under the Act may be
permitted to Directors, officers or persons controlling the registrant pursuant
to the foregoing provisions, the Company has been informed that in the opinion
of the Commission such indemnification is against public policy as expressed in
the Act and is therefore unenforceable.

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

     NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED OR INCORPORATED BY REFERENCE IN 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. 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 THAT THE
INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE
HEREOF.

     THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF
AN OFFER TO BUY ANY SECURITIES OTHER THAN THE SECURITIES TO WHICH THIS
PROSPECTUS RELATES OR AN OFFER TO OR SOLICITATION OF ANY PERSON IN ANY
JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.

                                       8
PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE

     There are hereby incorporated by reference in this Registration Statement,
and specifically made a part hereof, the following documents heretofore filed by
Harmony Holdings, Inc. (the "Company") with the Securities and Exchange
Commission (the "Commission"), pursuant to the Securities Exchange Act of 1934
(the "Exchange Act"):

     (a)  The Company's Annual Report on Form 10-K for the fiscal year ended
          June 30, 1995, as filed with the Commission under the Exchange Act.

     (b)  The Company's Quarterly Report on Form 10-Q for the quarter ended
          September 30, 1995, as filed with the Commission under the Exchange
          Act.

     (c)  The Company's Quarterly Report on Form 10-Q for the quarter ended
          December 31, 1995, as filed with the Commission under the Exchange
          Act.

     (d)  The Company's Quarterly Report on Form 10-Q for the quarter ended
          March 31, 1996, as filed with the Commission under the Exchange Act.

     (e)  The description of securities to be registered contained in the
          Registration Statement filed with the Commission on Form 8-A under the
          Exchange Act on July 12, 1991, including any amendment or reports
          filed for the purpose of updating such description.

     All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act after the effective date of this Registration
Statement and prior to the filing of a post-effective amendment indicating that
all the securities offered hereby have been sold, or deregistering all such
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents. Any statement contained in a document 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 statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

ITEM 4.   DESCRIPTION OF SECURITIES

     The class of securities offered pursuant to this Registration Statement,
the Company's Common Stock, is registered under Section 12(g) of the Exchange
Act.

                                      II-1
ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL

     No Named Expert or Counsel has an interest in the Company with a fair
market value that exceeds $50,000.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS

     The DGCL permits a corporation to indemnify officers, directors, employees
and agents for actions taken in good faith and in a manner they reasonably
believed to be in, or not opposed to, the best interests of the corporation, and
with respect to any criminal action, which they had no reasonable cause to
believe was unlawful. The DGCL provides that a corporation may advance expenses
of defense (upon receipt of a written undertaking to reimburse the corporation
if indemnification is not appropriate) and must reimburse a successful defendant
for expenses, including attorneys' fees, actually and reasonably incurred, and
permits a corporation to purchase and maintain liability insurance for its
directors and officers. The DGCL provides that indemnification may not be made
for any claim, issue or matter as to which a person has been adjudged by a court
of competent jurisdiction, after exhaustion of all appeals therefrom, to be
liable to the corporation, unless and only to the extent a court determines that
the person is entitled to indemnity for such expenses as the court deems proper.

     Section 102(b)(7) of the DGCL authorizes corporations to limit or eliminate
the personal liability of directors to corporations and their stockholders for
monetary damages for breach or alleged breach of directors' fiduciary "duty of
care". Section 102(b)(7) has no effect on a director's liability for: (a) breach
of the director's duty of loyalty; (b) acts or omissions not in good faith or
involving intentional misconduct or knowing violations of law; (C) a
corporation's illegal payment of dividends; and (d) approval of any transaction
from which the director derives an improper personal benefit. Pursuant to this
Delaware statute, Article VII of the Company's Restated Certificate of
Incorporation provides that, with certain exceptions, no director of the Company
shall be liable to the company for monetary damages as a result of certain
breaches of his fiduciary duties as a director. This limitation of liability
provision does not eliminate a stockholder's right to seek nonmonetary,
equitable remedies in order to redress action taken by directors.

     The Company's By-laws provide that each person who is involved in any
actual or threatened action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that he or she is or was
a director, officer, employee or agent of the Company, or is or was serving at
the request of the Company as a director, officer, employee or agent of another
corporation or of a partnership, joint venture, trust or other enterprise,
including service with respect to an employee benefit plan, will be indemnified
by the Company to the full extent permitted by the DGCL, as the same exists or
may hereafter be amended (but, in the case of any such amendment, only to the
extent that such amendment permits the Company to provide broader
indemnification rights than said law permitted prior to such amendment) or by
other applicable laws then in effect.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED

     Not applicable.

                                      II-2
ITEM 8.   EXHIBITS
Exhibit Number            Description of Exhibit
- --------------            ----------------------
4-1          Stock Option Plan of Harmony Holdings, Inc., filed as Exhibit
                 10.1 to the Company's Registration Statement on Form S-1
                 (Registration No. 33-42193), is hereby incorporated by
                 reference.

    4-2          Form of Incentive Stock Option Agreement, filed as Exhibit 10.2
                 to the Company's Registration Statement on Form S-1
                 (Registration No. 333-2648), is hereby incorporated by
                 reference.

    4-3          Form of Non-Qualified Stock Option Agreement, filed as Exhibit
                 10.3 to the Company's Registration Statement on Form S-1
                 (Registration No. 333-2648), is hereby incorporated by
                 reference.

    5            Opinion of Haskell Slaughter & Young, L.L.C.

   10-1          Settlement Agreement and Mutual General Release of All Claims,
                 dated February 12, 1996, between the Company and Gary Horowitz.

   10-2          Consulting Agreement, dated February 12, 1996, between the
                 Company and Gary Horowitz.

   10-3          Stock Option Agreement, dated February 12, 1996, between the
                 Company and Gary Horowitz.

   23-1          Consent of BDO Seidman, LLP. See pages immediately following
                 signature pages to this Registration Statement.

   23-2          Consent of Coopers & Lybrand, LLP. See pages immediately
                 following signature pages to this Registration Statement.

   23-3          Consent of Haskell Slaughter & Young, L.L.C. (contained in the
                 opinion of counsel filed as Exhibit 5 to this Registration
                 Statement).

   28            Power of Attorney (set forth on the signature page of this
                 Registration Statement).
ITEM 9.   UNDERTAKINGS

     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;

                                      II-3
(2)   That, for the purpose of determining any liability under the
     Act, each such post-effective amendment shall be deemed to be a new
     registration statement relating to the securities offered therein, and the
     offering of such securities at that time shall be deemed to be the initial
     bona fide offering thereof.

          (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.

     The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
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.

     Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions or, otherwise, the registrant has been
advised that in the opinion of the Commission such indemnification is against
public policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
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-4
SIGNATURES

           Pursuant to the requirements of the Securities Act of 1933, the
      Registrant certifies that it has reasonable grounds to believe that it
      meets all of the requirements for filing on Form S-8 and has duly caused
      this Registration Statement to be signed on its behalf by the undersigned,
      thereunto duly authorized, in the City of Los Angeles, State of
      California, on July 19, 1996.

                                     HARMONY HOLDINGS, INC.

                                     By    /s/ Harvey Bibicoff
                                        ---------------------------
                                               Harvey Bibicoff
                                         Chairman of the Board and
                                          Chief Executive Officer

           KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
      appears below constitutes and appoints Harvey Bibicoff and Brian Rackohn,
      and each or either of them, his true and lawful attorney-in-fact and
      agent, with full power of substitution and resubstitution, for him and in
      his name, place and stead, in any and all capacities, to sign any and all
      amendments (including post-effective amendments) to this Registration
      Statement and any subsequent registration statements relating to the
      offering to which this Registration Statement relates, and to file the
      same, with all exhibits thereto and other documents in connection
      therewith, with the Securities and Exchange Commission, granting unto said
      attorneys-in-fact and agents, and each of them, full power and authority
      to do and perform each and every act and thing requisite and necessary to
      be done in and about the premises, as fully and 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 either of them,
      or their or his substitutes or substitute, may lawfully do or cause to be
      done by virtue hereof.

           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
       ---------                                    -----                              ----
/s/ Harvey Bibicoff                      Chairman of the Board                      July 19, 1996
- ----------------------                 and Chief Executive Officer
     Harvey Bibicoff          
 

 /s/ Brian Rackohn                    Secretary and Chief Financial Officer          July 19, 1996
- -----------------------            (Principal Financial and Accounting Officer)
     Brian Rackohn            
 
 /s/ Harry Shuster                                Director                           July 19, 1996
- -----------------------
     Harry Shuster

/s/ Ivan Berkowitz                                Director                           July 19, 1996
- -----------------------
    Ivan Berkowitz
II-5
EXHIBIT INDEX
EXHIBIT                                                                         PAGE
NUMBER                           DESCRIPTION OF EXHIBIT                        NUMBER
- -------                          ----------------------                        ------
4-1         Stock Option Plan of Harmony Holdings, Inc., filed as                             
                 Exhibit 10.1 to the Company's Registration Statement on                           
                 Form S-1 (Registration No. 33-42193), is hereby                                   
                 incorporated by reference.                                                        
                                                                                                   
     4-2         Form of Incentive Stock Option Agreement, filed as                                
                 Exhibit 10.2 to the Company's Registration Statement on                           
                 Form S-1 (Registration No. 333-2648), is hereby                                   
                 incorporated by reference.                                                        
                                                                                                   
     4-3         Form of Non-Qualified Stock Option Agreement, filed as                            
                 Exhibit 10.3 to the Company's Registration Statement on                           
                 Form S-1 (Registration No. 333-2648), is hereby                                   
                 incorporated by reference.                                                        
                                                                                                   
      5          Opinion of Haskell Slaughter & Young, L.L.C.                    9              
                                                                                                   
    10-1         Settlement Agreement and Mutual General Release of All         11              
                 Claims, dated February 12, 1996, between the Company                              
                 and Gary Horowitz.                                                                
                                                                                                   
    10-2         Consulting Agreement, dated February 12, 1996, between         15              
                 the Company and Gary Horowitz.                                                    
                                                                                                   
    10-3         Stock Option Agreement, dated February 12, 1996,               17              
                 between the Company and Gary Horowitz.                                            
                                                                                                   
    23-1         Consent of BDO Seidman, LLP.  See pages immediately             6              
                 following signature pages to this Registration Statement.                         
                                                                                                   
    23-2         Consent of Coopers & Lybrand, LLP.  See pages                   7              
                 immediately following signature pages to this Registration                           
                 Statement.                                                                           
                                                                                                      
    23-3         Consent of Haskell Slaughter & Young, L.L.C. (contained in the                       
                 opinion of counsel filed as Exhibit 5 to this Registration                           
                 Statement).                                                                          
                                                                                                      
     28          Power of Attorney (set forth on the signature page of this                           
                 Registration Statement).