Registration No. 33-


                       SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C.


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



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

           Delaware                                     11-2899603
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
 incorporation or organization)

       80 Orville Drive, Bohemia, New York                  11716
     (Address of principal executive offices)             (Zip Code)

        ADVANCED MEDIA, INC. 1995 LONG TERM INCENTIVE STOCK OPTION PLAN
                            (Full title of the plan)

                                Hans J. Kaemmlein
                              Chairman of the Board
                              Advanced Media, Inc.
                                80 Orville Drive
                             Bohemia, New York 11716
                     (Name and address of agent for service)

                                 (516) 244 1616
          (Telephone number, including area code, of agent for service)

                                    copy to:
                              Neil M. Kaufman, Esq.
                     Blau, Kramer, Wactlar & Lieberman, P.C.
                             100 Jericho Quadrangle
                             Jericho, New York 11753
                                 (516) 822-4820

<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE

--------------------------------------------------------------------------------------------------
<S>                      <C>            <C>                 <C>                 <C> 
                                        Proposed maximum    Proposed maximum
Title of securities      Amount to be   offering price per  aggregate offering      Amount of
to be registered         registered        security(1)           price(1)       registration fee
--------------------------------------------------------------------------------------------------

Common Stock,
par value $.0001         10,000,000    $.16                 $1,600,000          $485
   per share

--------------------------------------------------------------------------------------------------
<FN>

(1) Estimated solely for the purpose of calculating the registration  fee, based
upon the  average  of the high and low  prices  of the  Company's  Common  Stock
reported on the Over the Counter  Bulletin  Board on October 25, 1996. 

(2) The  Registration  Statement  also  covers an  indeterminate  number of
additional  shares of  Common  Stock  which  may  become issuable pursuant to
anti-dilution and adjustment provisions of the Plan.
</FN>
</TABLE>

<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

     The Registrant  hereby  incorporates  by reference  into this  Registration
Statement the documents listed in (a) through (c) below:

          (a)  The  Registrant's  latest annual report filed pursuant to Section
               13(a) or 15(d) of the Securities  Exchange Act of 1934, or either
               (I) the latest prospectus filed pursuant to Rule 424(b) under the
               Securities Act of 1933 that contains audited financial statements
               for the Registrant's latest fiscal year for which such statements
               have been filed or (II) the Registrant's  effective  registration
               statement on Form 10 filed under the  Securities  Exchange Act of
               1934 containing audited financial statements for the Registrant's
               latest fiscal year;

          (b)  All other reports filed pursuant to Section 13(a) or 15(d) of the
               Securities  Exchange Act of 1934 since the end of the fiscal year
               covered by the Registrant's document referred to in (a) above;

          (c)  The description of the class of securities to be offered which is
               contained in a registration  statement  filed under Section 12 of
               the Securities  Exchange Act of 1934,  including any amendment or
               report filed for the purpose of updating such description.

     All documents  subsequently  filed by the  Registrant  pursuant to Sections
13(a),  13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which  deregisters 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.

Item 4.   Description of Securities.

          Not applicable.

Item 5.   Interests of Named Experts and Counsel.

          Not applicable.

Item 6.   Indemnification of Directors and Officers.

     Under the  provisions of the  Certificate of  Incorporation  and By-Laws of
Registrant,  each person who is or was a director or officer of Registrant shall
be  indemnified  by  Registrant  as of  right to the full  extent  permitted  or
authorized by the General Corporation Law of Delaware.

     Under such law, to the extent that such person is  successful on the merits
of defense of a suit or  proceeding  brought  against  him by reason of the fact
that he is a director or officer of Registrant,  he shall be indemnified against
expenses (including attorneys' fees) reasonably incurred in connection with such
action.

     If unsuccessful  in defense of a third-party  civil suit or a criminal suit
is settled,  such a person shall be indemnified  under such law against both (1)
expenses (including  attorneys' fees) and (2) judgments,  fines and amounts paid
in settlement  if he acted in good faith and in a manner he reasonably  believed
to be in, or not opposed to, the best interests of Registrant,  and with respect
to any  criminal  action,  had no  reasonable  cause to believe  his conduct was
unlawful.

     If  unsuccessful  in  defense  of a  suit  brought  by or in the  right  of
Registrant, or if such suit is settled, such a person shall be indemnified under
such law only  against  expenses  (including  attorneys'  fees)  incurred in the

<PAGE>

defense or  settlement of such suit if he acted in good faith and in a manner he
reasonably  believed  to be  in,  or not  opposed  to,  the  best  interests  of
Registrant except that if such a person is adjudicated to be liable in such suit
for negligence or misconduct in the  performance  of his duty to Registrant,  he
cannot be made whole even for expenses  unless the court  determines  that he is
fairly and reasonably entitled to be indemnified for such expenses.

     The  officers and  directors  of the Company are covered by  officers'  and
directors'  liability  insurance.  The  policy  coverage  is  $1,000,000,  which
includes  reimbursement  for  costs  and  fees.  There  is a  maximum  aggregate
deductible  for each loss under the  policy of $5,000 per person and  $25,000 on
the aggregate. The Company has entered into Indemnification Agreements with each
of its officers and directors.  The Agreements provide for reimbursement for all
direct and indirect costs of any type or nature whatsoever (including attorneys'
fees and related  disbursements)  actually and reasonably incurred in connection
with either the  investigation,  defense or appeal of a Proceeding,  as defined,
including amounts paid in settlement by or on behalf of an Indemnitee.

Item 7.   Exemption from registration claimed.

          Not applicable.

Item 8.   Exhibits.

          4    1995 Long Term Incentive Plan.

          5    Opinion and consent of Blau, Kramer, Wactlar & Lieberman, P.C.

          23.1 Consent of Blau, Kramer, Wactlar & Lieberman, P.C. - included in
               their opinion filed as Exhibit 5.

          23.2 Consent of Price Waterhouse LLP

          24   Powers of Attorney.

 Item 9.  Undertakings.

          (a)  The undersigned Registrant hereby undertakes:

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

               (i)  To include any prospectus required by Section 10(a)(3) of 
                    the Securities Act of 1933;

               (ii) To reflect  in the  prospectus  any facts or events  arising
               after the effective  date of the  Registration  Statement (or the
               most recent post-effective amendment thereof) which, individually
               or in  the  aggregate,  represent  a  fundamental  change  in the
               information set forth in the Registration Statement;

               (iii) To include any  material  information  with  respect to the
               plan of distribution not previously disclosed in the Registration
               Statement  or any  material  change  to such  information  in the
               Registration  Statement;   provided,   however,  that  paragraphs
               (a)(l)(i)  and  (a)(l)(ii)  do  not  apply  if  the  registration
               statement  is on  Form  S-3 or  Form  S-8,  and  the  information
               required to be included in a  post-effective  amendment  by those
               paragraphs  is  contained  in  periodic   reports  filed  by  the
               Registrant  pursuant  to  section  13 or  section  15(d)  of  the
               Securities   Exchange  Act  of  1934  that  are  incorporated  by
               reference in the Registration Statement.


<PAGE>

          (2) That,  for the purposes of  determining  any  liability  under the
          Securities Act of 1933,  each such  post-effective  amendment shall be
          deemed to be a new Registration  Statement  relating to the securities
          offered  therein,  and the  offering of such  securities  at that time
          shall be deemed to be the initial bona fide offering thereof.

          (3) To remove from registration by means of a post-effective amendment
          any of the  securities  being  registered  which remain  unsold at the
          termination of the offering.

          (b) The undersigned Registrant hereby undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
Registration  Statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at the time shall be deemed to be the initial bona fide offering thereof.

          (c)  Insofar as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the Registrant  pursuant to the foregoing  provisions,  or otherwise,
the  Registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Act and is,  therefore,  unenforceable.  In the  event  that a claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
Registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  Registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is  against  policy as  expressed  in the Act and will be
governed by the final adjudication of such issue.

<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
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 Bohemia, New York on the 24th day of October 1996.

                                             ADVANCED MEDIA, INC.

                                             By:/s/ Hans J.  Kaemmlein
                                               Hans J.  Kaemmlein
                                               Chairman of the Board, Chief
                                               Executive Officer and Director


                        POWER OF ATTORNEY

     Pursuant to the  requirements  of the  Securities  Act of 1933, as amended,
this  Registration  Statement  has been  signed on  October 24,  1996 by the
following  persons in the  capacities  indicated.  Each person  whose  signature
appears below  constitutes  and appoints Hans J.  Kaemmlein,  with full power of
substitution, our true and lawful attorneys-in-fact and agents to do any and all
acts and things in our name and on our behalf in our capacities  indicated below
which they or either of them may deem necessary or advisable to enable  Advanced
Media,  Inc.  to comply with the  Securities  Act of 1933,  as amended,  and any
rules,  regulations and requirements of the Securities and Exchange  Commission,
in connection with this Registration Statement including  specifically,  but not
limited to, power and  authority to sign for us or any of us in our names in the
capacities  stated  below,  any and  all  amendments  (including  post-effective
amendments) thereto,  granting unto said attorneys-in-fact and agents full power
and  authority  to do and  perform  each and every act and thing  requisite  and
necessary to be done in such connection, as fully to all intents and purposes as
we might or could do in person,  hereby  ratifying and  confirming all that said
attorneys-in-fact and agents, or his substitute or substitutes,  may lawfully do
or cause to be done by virtue thereof.

          Signature                          Title

/s/ Hans J.  Kaemmlein           Chairman of the Board, Chief Executive Officer
Hans J. Kaemmlein                and Director
                                 (Principal Executive Officer)

/s/ Alan W. Schoenbart           Chief Financial Officer
Alan W. Schoenbart               (Principal Financial Officer)

/s/ Malcolm Jennings             Director
Malcolm Jennings

/s/ Walter Bodack                Director
Walter Bodack

<PAGE>


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
-------------------------------------------------------------------------------

                              Advanced Media, Inc.

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

                         Form S-8 Registration Statement

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

                                  EXHIBIT INDEX

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


Exhibit
Number         Exhibit Description

4              1995 Long Term Incentive Plan

5              Opinion and Consent of Counsel

23.1           Consent of Counsel -  see Exhibit 5

23.2           Consent of Price Waterhouse LLP

24             Powers of Attorney - See signature page
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 16049}]
{"company-data": {"conformed-name": "ADVANCED MEDIA INC", "cik": "0000932779", "assigned-sic": "3576", "irs-number": "112899603", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-14989", "film-number": "96648978"}, "business-address": {"street1": "80 ORVILLE DR", "city": "BOHEMIA", "state": "NY", "zip": "11716", "phone": "5162441616"}, "mail-address": {"street1": "80 ORVILLE DR", "city": "BOHEMIA", "state": "NY", "zip": "11716"}}
Registration No. 33-

                       SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C.

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

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

           Delaware                                     11-2899603
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
 incorporation or organization)

       80 Orville Drive, Bohemia, New York                  11716
     (Address of principal executive offices)             (Zip Code)

        ADVANCED MEDIA, INC. 1995 LONG TERM INCENTIVE STOCK OPTION PLAN
                            (Full title of the plan)

                                Hans J. Kaemmlein
                              Chairman of the Board
                              Advanced Media, Inc.
                                80 Orville Drive
                             Bohemia, New York 11716
                     (Name and address of agent for service)

                                 (516) 244 1616
          (Telephone number, including area code, of agent for service)

                                    copy to:
                              Neil M. Kaufman, Esq.
                     Blau, Kramer, Wactlar & Lieberman, P.C.
                             100 Jericho Quadrangle
                             Jericho, New York 11753
                                 (516) 822-4820
CALCULATION OF REGISTRATION FEE

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

Common Stock,
par value $.0001         10,000,000    $.16                 $1,600,000          $485
   per share

--------------------------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the registration  fee, based
upon the  average  of the high and low  prices  of the  Company's  Common  Stock
reported on the Over the Counter  Bulletin  Board on October 25, 1996. 

(2) The  Registration  Statement  also  covers an  indeterminate  number of
additional  shares of  Common  Stock  which  may  become issuable pursuant to
anti-dilution and adjustment provisions of the Plan.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

     The Registrant  hereby  incorporates  by reference  into this  Registration
Statement the documents listed in (a) through (c) below:

          (a)  The  Registrant's  latest annual report filed pursuant to Section
               13(a) or 15(d) of the Securities  Exchange Act of 1934, or either
               (I) the latest prospectus filed pursuant to Rule 424(b) under the
               Securities Act of 1933 that contains audited financial statements
               for the Registrant's latest fiscal year for which such statements
               have been filed or (II) the Registrant's  effective  registration
               statement on Form 10 filed under the  Securities  Exchange Act of
               1934 containing audited financial statements for the Registrant's
               latest fiscal year;

          (b)  All other reports filed pursuant to Section 13(a) or 15(d) of the
               Securities  Exchange Act of 1934 since the end of the fiscal year
               covered by the Registrant's document referred to in (a) above;

          (c)  The description of the class of securities to be offered which is
               contained in a registration  statement  filed under Section 12 of
               the Securities  Exchange Act of 1934,  including any amendment or
               report filed for the purpose of updating such description.

     All documents  subsequently  filed by the  Registrant  pursuant to Sections
13(a),  13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which  deregisters 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.

Item 4.   Description of Securities.

          Not applicable.

Item 5.   Interests of Named Experts and Counsel.

          Not applicable.

Item 6.   Indemnification of Directors and Officers.

     Under the  provisions of the  Certificate of  Incorporation  and By-Laws of
Registrant,  each person who is or was a director or officer of Registrant shall
be  indemnified  by  Registrant  as of  right to the full  extent  permitted  or
authorized by the General Corporation Law of Delaware.

     Under such law, to the extent that such person is  successful on the merits
of defense of a suit or  proceeding  brought  against  him by reason of the fact
that he is a director or officer of Registrant,  he shall be indemnified against
expenses (including attorneys' fees) reasonably incurred in connection with such
action.

     If unsuccessful  in defense of a third-party  civil suit or a criminal suit
is settled,  such a person shall be indemnified  under such law against both (1)
expenses (including  attorneys' fees) and (2) judgments,  fines and amounts paid
in settlement  if he acted in good faith and in a manner he reasonably  believed
to be in, or not opposed to, the best interests of Registrant,  and with respect
to any  criminal  action,  had no  reasonable  cause to believe  his conduct was
unlawful.

     If  unsuccessful  in  defense  of a  suit  brought  by or in the  right  of
Registrant, or if such suit is settled, such a person shall be indemnified under
such law only  against  expenses  (including  attorneys'  fees)  incurred in the
defense or  settlement of such suit if he acted in good faith and in a manner he
reasonably  believed  to be  in,  or not  opposed  to,  the  best  interests  of
Registrant except that if such a person is adjudicated to be liable in such suit
for negligence or misconduct in the  performance  of his duty to Registrant,  he
cannot be made whole even for expenses  unless the court  determines  that he is
fairly and reasonably entitled to be indemnified for such expenses.

     The  officers and  directors  of the Company are covered by  officers'  and
directors'  liability  insurance.  The  policy  coverage  is  $1,000,000,  which
includes  reimbursement  for  costs  and  fees.  There  is a  maximum  aggregate
deductible  for each loss under the  policy of $5,000 per person and  $25,000 on
the aggregate. The Company has entered into Indemnification Agreements with each
of its officers and directors.  The Agreements provide for reimbursement for all
direct and indirect costs of any type or nature whatsoever (including attorneys'
fees and related  disbursements)  actually and reasonably incurred in connection
with either the  investigation,  defense or appeal of a Proceeding,  as defined,
including amounts paid in settlement by or on behalf of an Indemnitee.

Item 7.   Exemption from registration claimed.

          Not applicable.

Item 8.   Exhibits.

          4    1995 Long Term Incentive Plan.

          5    Opinion and consent of Blau, Kramer, Wactlar & Lieberman, P.C.

          23.1 Consent of Blau, Kramer, Wactlar & Lieberman, P.C. - included in
               their opinion filed as Exhibit 5.

          23.2 Consent of Price Waterhouse LLP

          24   Powers of Attorney.

 Item 9.  Undertakings.

          (a)  The undersigned Registrant hereby undertakes:

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

               (i)  To include any prospectus required by Section 10(a)(3) of 
                    the Securities Act of 1933;

               (ii) To reflect  in the  prospectus  any facts or events  arising
               after the effective  date of the  Registration  Statement (or the
               most recent post-effective amendment thereof) which, individually
               or in  the  aggregate,  represent  a  fundamental  change  in the
               information set forth in the Registration Statement;

               (iii) To include any  material  information  with  respect to the
               plan of distribution not previously disclosed in the Registration
               Statement  or any  material  change  to such  information  in the
               Registration  Statement;   provided,   however,  that  paragraphs
               (a)(l)(i)  and  (a)(l)(ii)  do  not  apply  if  the  registration
               statement  is on  Form  S-3 or  Form  S-8,  and  the  information
               required to be included in a  post-effective  amendment  by those
               paragraphs  is  contained  in  periodic   reports  filed  by  the
               Registrant  pursuant  to  section  13 or  section  15(d)  of  the
               Securities   Exchange  Act  of  1934  that  are  incorporated  by
               reference in the Registration Statement.
(2) That,  for the purposes of  determining  any  liability  under the
          Securities Act of 1933,  each such  post-effective  amendment shall be
          deemed to be a new Registration  Statement  relating to the securities
          offered  therein,  and the  offering of such  securities  at that time
          shall be deemed to be the initial bona fide offering thereof.

          (3) To remove from registration by means of a post-effective amendment
          any of the  securities  being  registered  which remain  unsold at the
          termination of the offering.

          (b) The undersigned Registrant hereby undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
Registration  Statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at the time shall be deemed to be the initial bona fide offering thereof.

          (c)  Insofar as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the Registrant  pursuant to the foregoing  provisions,  or otherwise,
the  Registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Act and is,  therefore,  unenforceable.  In the  event  that a claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
Registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  Registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is  against  policy as  expressed  in the Act and will be
governed by the final adjudication of such issue.
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
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 Bohemia, New York on the 24th day of October 1996.

                                             ADVANCED MEDIA, INC.

                                             By:/s/ Hans J.  Kaemmlein
                                               Hans J.  Kaemmlein
                                               Chairman of the Board, Chief
                                               Executive Officer and Director

                        POWER OF ATTORNEY

     Pursuant to the  requirements  of the  Securities  Act of 1933, as amended,
this  Registration  Statement  has been  signed on  October 24,  1996 by the
following  persons in the  capacities  indicated.  Each person  whose  signature
appears below  constitutes  and appoints Hans J.  Kaemmlein,  with full power of
substitution, our true and lawful attorneys-in-fact and agents to do any and all
acts and things in our name and on our behalf in our capacities  indicated below
which they or either of them may deem necessary or advisable to enable  Advanced
Media,  Inc.  to comply with the  Securities  Act of 1933,  as amended,  and any
rules,  regulations and requirements of the Securities and Exchange  Commission,
in connection with this Registration Statement including  specifically,  but not
limited to, power and  authority to sign for us or any of us in our names in the
capacities  stated  below,  any and  all  amendments  (including  post-effective
amendments) thereto,  granting unto said attorneys-in-fact and agents full power
and  authority  to do and  perform  each and every act and thing  requisite  and
necessary to be done in such connection, as fully to all intents and purposes as
we might or could do in person,  hereby  ratifying and  confirming all that said
attorneys-in-fact and agents, or his substitute or substitutes,  may lawfully do
or cause to be done by virtue thereof.

          Signature                          Title

/s/ Hans J.  Kaemmlein           Chairman of the Board, Chief Executive Officer
Hans J. Kaemmlein                and Director
                                 (Principal Executive Officer)

/s/ Alan W. Schoenbart           Chief Financial Officer
Alan W. Schoenbart               (Principal Financial Officer)

/s/ Malcolm Jennings             Director
Malcolm Jennings

/s/ Walter Bodack                Director
Walter Bodack
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
-------------------------------------------------------------------------------

                              Advanced Media, Inc.

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

                         Form S-8 Registration Statement

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

                                  EXHIBIT INDEX

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

Exhibit
Number         Exhibit Description

4              1995 Long Term Incentive Plan

5              Opinion and Consent of Counsel

23.1           Consent of Counsel -  see Exhibit 5

23.2           Consent of Price Waterhouse LLP

24             Powers of Attorney - See signature page