As filed with the Securities  and Exchange  Commission on December 19, 1996
                                                           Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

                                 TV FILME, INC.
             (Exact Name of Registrant as Specified in Its Charter)

          Delaware                                     98-0160214
(State or Other Jurisdiction of            (I.R.S. Employer Identification No.)
 Incorporation or Organization)                                

                c/o ITSA-Intercontinental Telecomunicacoes Ltda.
                               SCS, Quadra 07-B1.A
                         Ed. Executive Tower - Sala 601
                             70.300-911 Brasilia-DF
                                     Brazil

          (Address of Principal Executive Offices, Including Zip Code)

                             1996 STOCK OPTION PLAN
                            (Full Title of the Plan)

                                 ALVARO AGUIRRE
                                 TV FILME, INC.
                c/o ITSA-Intercontinental Telecomunicacoes Ltda.
                               SCS, Quadra 07-B1.A
                         Ed. Executive Tower - Sala 601
                             70.300-911 Brasilia-DF
                                     Brazil
                               011-55-61-314-9908

 (Name, Address and Telephone Number, Including Area Code, of Agent For Service)

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

                                    COPY TO:

                              JOHN T. CAPETTA, ESQ.
                            KELLEY DRYE & WARREN LLP
                               Two Stamford Plaza
                              281 Tresser Boulevard
                               Stamford, CT 06901

                                ---------------
<TABLE>
                         CALCULATION OF REGISTRATION FEE

                                ---------------
<CAPTION>

Title of Securities    Amount to be     Proposed Maximum      Proposed Maximum        
to be Registered       Registered       Offering Price Per    Aggregate Offering         Amount of
                                            Share(1)              Price(1)            Registration Fee
-------------------    -------------    ------------------    ------------------      -----------------

<S>                   <C>               <C>                   <C>                     <C> 
Common Stock,
par value $.01 per     936,432 shares       $12.125            $11,354,238.00            $3,548.20
share

(1)  Estimated  solely for the purpose of calculating  the  registration  fee in
     accordance  with Rule 457(c) and (h) under the  Securities  Act of 1933, as
     amended.

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

<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following  documents filed with the Securities and Exchange  Commission
(the "Commission") by TV Filme, Inc. (the "Registrant") are hereby  incorporated
by reference in this Registration Statement:

     (a) The  Prospectus,  dated July 30, 1996,  contained in Amendment No. 3 to
the Registrant's Registration Statement on Form S-1 (Registration No. 333-4512),
there being no annual  reports  filed  pursuant to Section 13(a) or 15(d) of the
Securities  Exchange  Act of 1934,  as  amended  (the  "Exchange  Act"),  by the
Registrant to date;

     (b) The  Registrant's  Form 10-Q for the quarter  ended June 30,  1996,  as
filed with the  Commission  on September  12, 1996 and Form 10-Q for the quarter
ended September 30, 1996, as filed with the Commission on November 14, 1996;

     (c) The description of the Registrant's  common stock, $0.01 par value (the
"Common  Stock"),   contained  in  the   Registration   Statement  on  Form  8-A
(Registration  No.  0-28670)  filed with the  Commission  on July 18, 1996 under
Section 12 of the Exchange Act.

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

ITEM 4.   DESCRIPTION OF SECURITIES.

         Not Applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not Applicable.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section  145 of the  Delaware  General  Corporation  Law  (the  "DGCL")
provides  that a Delaware  corporation  may indemnify any person who was or is a
party  or is  threatened  to be  made a  party  to any  threatened,  pending  or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (a  "proceeding")  (other than an action by or in the right of the
corporation) by reason of the fact that he is or was director, officer, employee
or  agent  of the  corporation,  or is or was  serving  at  the  request  of the
corporation as a director,  officer,  employee or agent of another  corporation,
partnership,   joint  venture,  trust  or  other  enterprise,  against  expenses
(including  attorneys'  fees),  judgments,  fines and amounts paid in settlement
actually and reasonably  incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he  reasonably  believed to
be in or not opposed to the best interests of the corporation, and, with respect
to any criminal  action or  proceeding,  had no reasonable  cause to believe his
conduct was unlawful. A Delaware corporation may indemnify any person under such
Section in connection with a proceeding by or in the right of the corporation to
procure  judgment in its favor, as provided in the preceding  sentence,  against
expenses (including  attorneys' fees) actually and reasonably incurred by him in
connection  with the  defense  or  settlement  of such  action,  except  that no
indemnification  shall be made in respect thereof  unless,  and then only to the
extent that, a court of competent  jurisdiction shall determine upon application
that  such  person is fairly  and  reasonably  entitled  to  indemnity  for such
expenses as the court shall deem proper.  A Delaware  corporation must indemnify
any  person who was  successful  on the  merits or  otherwise  in defense of any
action,  suit or proceeding  or in defense of any claim,  issue or matter in any
proceeding,  by  reason  of the  fact  that  he is or was a  director,  officer,
employee or agent of the  corporation or is or was serving at the request of the
corporation,   against  expenses   (including   attorneys'  fees)  actually  and
reasonably incurred by him in connection  therewith.  A Delaware corporation may
pay for the  expenses  (including  attorneys'  fees)  incurred  by an officer or
director in  defending a  proceeding  in advance of the final  disposition  upon
receipt of an  undertaking  by or on behalf of such officer or director to repay
such amount if it shall  ultimately be determined  that he is not entitled to be
indemnified by the corporation.


         Section 102(b)(7) of the DGCL,  permits a corporation to provide in its
certificate of incorporation  that a director shall not be personally  liable to
the  corporation  or its  stockholders  for  monetary  damages  for a breach  of
fiduciary  duty as a director,  except for  liability  (i) for any breach of the
director's duty of loyalty to the corporation or its stockholders,  (ii) for any
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) in respect of certain unlawful dividend payments
or stock redemptions or repurchases,  or (iv) for any transaction from which the
director derived an improper personal  benefit.  Article VII of the Registrant's
Certificate  of  Incorporation  eliminates  the  liability  of  directors to the
fullest extent permitted by Section  102(b)(7) of the DGCL. The DGCL permits the
purchase of insurance on behalf of directors and officers  against any liability
asserted  against  directors  and  officers and incurred by such persons in such
capacity, or arising out of their status as such, whether or not the corporation
would have the power to indemnify directors and officers against such liability.
The  Registrant  has  obtained  directors'  and  officers'   reimbursements  and
liability  insurance  which  insures  against  liabilities  that  directors  and
officers of the  Registrant may incur in such  capacities.  The risks covered by
such policies do not exclude  liabilities under the Securities Act. In addition,
the Registrant has entered into indemnification agreements with its officers and
directors  pursuant to which it has agreed to  indemnify  each such  officer and
director against any and all expenses,  losses,  claims, damages and liabilities
incurred by each such officer and  director for or as a result of actions  taken
or not taken  while  each such  officer  or  director  was  acting in his or her
capacity as a director or officer of the Registrant.

         At  present,  there  is  no  pending  litigation  or  other  proceeding
involving a director or officer of the Registrant as to which indemnification is
being sought, nor is the Registrant aware of any threatened  litigation that may
result in claims for indemnification by any officer or director.

         The By-laws require the  Registrant,  under certain  circumstances,  to
indemnify  any person who is, was or has agreed to become a director  or officer
against  expenses,  liabilities and losses  actually and reasonably  incurred by
him.  The By-laws of the  Registrant  also  provide  that  expenses  incurred in
connection with a civil, criminal,  administrative or investigative action, suit
or proceeding,  or threat thereof, shall be paid by the Registrant in advance of
the final  disposition  of such action,  suit or proceeding  upon receipt of any
undertaking  by or on behalf of the  director or officer to repay such amount if
it shall  ultimately be determined  that he is not entitled to be indemnified by
the Registrant as authorized in the By-laws.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not Applicable.

ITEM 8.  EXHIBITS.

EXHIBIT
NUMBER                            DESCRIPTION
-------                           -----------

4.1       Certificate of Incorporation of the Registrant (incorporated herein by
          reference to Exhibit 3.1 of the Registrant's Registration Statement on
          Form S-1, File No. 333-4512, filed on May 3, 1996).

4.2       1996 Stock  Option Plan  (incorporated  herein by reference to Exhibit
          10.1 of the Registrant's  Registration Statement on Form S-1, File No.
          333-4512, filed on May 3, 1996).

 *5       Opinion of Kelley  Drye & Warren LLP  regarding  the  legality  of the
          Common Stock being registered.

*23.1     Consent of Kelley Drye & Warren LLP  (included in their  opinion filed
          as Exhibit 5).

*23.2     Consent of Ernst & Young LLP.

*24       Powers of Attorney (See Signature Page).

-----------------------
*Filed herewith

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 (the "Securities Act");

          (ii) To reflect in the  prospectus  any facts or events  arising after
     the  effective  date of this  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 this
     Registration Statement; and

          (iii) To include any material  information with respect to the plan of
     distribution not previously disclosed in this Registration Statement or any
     material change to such information in this Registration Statement;

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

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

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

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

(c) Insofar as indemnification  for liabilities arising under the Securities Act
may  be  permitted  to  directors,  officers  and  controlling  persons  of  the
Registrant  pursuant to the  provisions of Item 6, or otherwise,  the Registrant
has been advised that in the opinion of the Commission such  indemnification  is
against  public  policy as expressed in the  Securities  Act and is,  therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the  Registrant of expenses  incurred or
paid by a  director,  officer or  controlling  person of the  Registrant  in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.



<PAGE>





                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of New York, State of New York, on December 18, 1996.

                                                           TV FILME, INC.



                                        By: /S/ DOUGLAS M. KARP
                                            -----------------------------------
                                              Douglas M. Karp
                                            Chairman of the Board


                                POWER OF ATTORNEY

     Each person whose  individual  signature  appears  below hereby  authorizes
Douglas M. Karp and  Alvaro J.  Aguirre  and each of them as  attorneys-in-fact,
with full  power of  substitution,  to execute in the name and on behalf of such
person, individually and in each capacity stated below, and to file, any and all
amendments to this Registration Statement,  including any and all post-effective
amendments.

     Pursuant to the  requirements  of the  Securities  Act of 1933, as amended,
this  Registration  Statement has been signed below by the following  persons in
the capacities indicated on December 18, 1996.


SIGNATURE                                               TITLE
---------                                               -----

 /S/ DOUGLAS M. KARP                            Chairman of the Board and 
--------------------------------------------    Director
     Douglas M. Karp


/S/ HERMANO STUDART LINS DE ALBUQUERQUE         Chief Executive Officer, 
--------------------------------------------    Secretary and Director
    Hermano Studart Lins de Albuquerque

/S/ CARLOS ANDRE STUDART LINS DE ALBUQUERQUE    President, Chief Operating 
--------------------------------------------    Officer, Treasurer and Director
    Carlos Andre Studart Lins de Albuquerque

/S/ ALVARO J. AGUIRRE                           Chief Financial Officer 
--------------------------------------------    (Principal Financial and
    Alvaro J. Aguirre                           Accounting Officer) and Director

/S/ GARY D. NUSBAUM                             Director
--------------------------------------------
    Gary D. Nusbaum

/S/ JOSE AUGUSTO PINTO MOREIRA                  Director
--------------------------------------------
    Jose Augusto Pinto Moreira

/S/ CLAUDIO DASCAL                              Director
--------------------------------------------
    Claudio Dascal




<PAGE>


                                  EXHIBIT INDEX


EXHIBIT NO.                      DESCRIPTION
-----------                      -----------


   4.1         Certificate  of  Incorporation  of the Registrant  (incorporated
               herein by reference to Exhibit 3.1 of the Registrant's
               Registration Statement on Form S-1, File No. 333-4512, filed
               on May 3, 1996).

   4.2         1996 Stock Option Plan (incorporated herein by reference to
               Exhibit 10.1 of the  Registrant's Registration  Statement on
               Form S-1, File No. 333-4512, filed on May 3, 1996).

   *5          Opinion of Kelley Drye & Warren LLP regarding  legality of the
               Common Stock being registered.

  *23.1        Consent of Kelley Drye & Warren LLP (included  in their  opinion
               filed as Exhibit 5).

  *23.2        Consent of Ernst & Young LLP.

  *24          Powers of Attorney (See Signature Page).

-----------------------
*Filed herewith
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 19458}]
{"company-data": {"conformed-name": "TV FILME INC", "cik": "0001013608", "assigned-sic": "4841", "irs-number": "980160214"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-18201", "film-number": "96682925"}, "business-address": {"street1": "SCS QUADRA 07-B1A", "street2": "ED EXEC TOWER SALA 601", "city": "BRASILIA DF 70.300-9", "state": "D5"}, "mail-address": {"street1": "SCS QUADRA 07-B1A", "street2": "ED EXECUTIVE TOWER SALA 601", "city": "BRASILIA DF", "state": "D5"}}
As filed with the Securities  and Exchange  Commission on December 19, 1996
                                                           Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

                                 TV FILME, INC.
             (Exact Name of Registrant as Specified in Its Charter)

          Delaware                                     98-0160214
(State or Other Jurisdiction of            (I.R.S. Employer Identification No.)
 Incorporation or Organization)                                

                c/o ITSA-Intercontinental Telecomunicacoes Ltda.
                               SCS, Quadra 07-B1.A
                         Ed. Executive Tower - Sala 601
                             70.300-911 Brasilia-DF
                                     Brazil

          (Address of Principal Executive Offices, Including Zip Code)

                             1996 STOCK OPTION PLAN
                            (Full Title of the Plan)

                                 ALVARO AGUIRRE
                                 TV FILME, INC.
                c/o ITSA-Intercontinental Telecomunicacoes Ltda.
                               SCS, Quadra 07-B1.A
                         Ed. Executive Tower - Sala 601
                             70.300-911 Brasilia-DF
                                     Brazil
                               011-55-61-314-9908

 (Name, Address and Telephone Number, Including Area Code, of Agent For Service)

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

                                    COPY TO:

                              JOHN T. CAPETTA, ESQ.
                            KELLEY DRYE & WARREN LLP
                               Two Stamford Plaza
                              281 Tresser Boulevard
                               Stamford, CT 06901

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

                         CALCULATION OF REGISTRATION FEE

                                ---------------
Title of Securities    Amount to be     Proposed Maximum      Proposed Maximum        
to be Registered       Registered       Offering Price Per    Aggregate Offering         Amount of
                                            Share(1)              Price(1)            Registration Fee
-------------------    -------------    ------------------    ------------------      -----------------
Common Stock,
par value $.01 per     936,432 shares       $12.125            $11,354,238.00            $3,548.20
share

(1)  Estimated  solely for the purpose of calculating  the  registration  fee in
     accordance  with Rule 457(c) and (h) under the  Securities  Act of 1933, as
     amended.
================================================================================
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following  documents filed with the Securities and Exchange  Commission
(the "Commission") by TV Filme, Inc. (the "Registrant") are hereby  incorporated
by reference in this Registration Statement:

     (a) The  Prospectus,  dated July 30, 1996,  contained in Amendment No. 3 to
the Registrant's Registration Statement on Form S-1 (Registration No. 333-4512),
there being no annual  reports  filed  pursuant to Section 13(a) or 15(d) of the
Securities  Exchange  Act of 1934,  as  amended  (the  "Exchange  Act"),  by the
Registrant to date;

     (b) The  Registrant's  Form 10-Q for the quarter  ended June 30,  1996,  as
filed with the  Commission  on September  12, 1996 and Form 10-Q for the quarter
ended September 30, 1996, as filed with the Commission on November 14, 1996;

     (c) The description of the Registrant's  common stock, $0.01 par value (the
"Common  Stock"),   contained  in  the   Registration   Statement  on  Form  8-A
(Registration  No.  0-28670)  filed with the  Commission  on July 18, 1996 under
Section 12 of the Exchange Act.

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

ITEM 4.   DESCRIPTION OF SECURITIES.

         Not Applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not Applicable.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section  145 of the  Delaware  General  Corporation  Law  (the  "DGCL")
provides  that a Delaware  corporation  may indemnify any person who was or is a
party  or is  threatened  to be  made a  party  to any  threatened,  pending  or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (a  "proceeding")  (other than an action by or in the right of the
corporation) by reason of the fact that he is or was director, officer, employee
or  agent  of the  corporation,  or is or was  serving  at  the  request  of the
corporation as a director,  officer,  employee or agent of another  corporation,
partnership,   joint  venture,  trust  or  other  enterprise,  against  expenses
(including  attorneys'  fees),  judgments,  fines and amounts paid in settlement
actually and reasonably  incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he  reasonably  believed to
be in or not opposed to the best interests of the corporation, and, with respect
to any criminal  action or  proceeding,  had no reasonable  cause to believe his
conduct was unlawful. A Delaware corporation may indemnify any person under such
Section in connection with a proceeding by or in the right of the corporation to
procure  judgment in its favor, as provided in the preceding  sentence,  against
expenses (including  attorneys' fees) actually and reasonably incurred by him in
connection  with the  defense  or  settlement  of such  action,  except  that no
indemnification  shall be made in respect thereof  unless,  and then only to the
extent that, a court of competent  jurisdiction shall determine upon application
that  such  person is fairly  and  reasonably  entitled  to  indemnity  for such
expenses as the court shall deem proper.  A Delaware  corporation must indemnify
any  person who was  successful  on the  merits or  otherwise  in defense of any
action,  suit or proceeding  or in defense of any claim,  issue or matter in any
proceeding,  by  reason  of the  fact  that  he is or was a  director,  officer,
employee or agent of the  corporation or is or was serving at the request of the
corporation,   against  expenses   (including   attorneys'  fees)  actually  and
reasonably incurred by him in connection  therewith.  A Delaware corporation may
pay for the  expenses  (including  attorneys'  fees)  incurred  by an officer or
director in  defending a  proceeding  in advance of the final  disposition  upon
receipt of an  undertaking  by or on behalf of such officer or director to repay
such amount if it shall  ultimately be determined  that he is not entitled to be
indemnified by the corporation.

         Section 102(b)(7) of the DGCL,  permits a corporation to provide in its
certificate of incorporation  that a director shall not be personally  liable to
the  corporation  or its  stockholders  for  monetary  damages  for a breach  of
fiduciary  duty as a director,  except for  liability  (i) for any breach of the
director's duty of loyalty to the corporation or its stockholders,  (ii) for any
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) in respect of certain unlawful dividend payments
or stock redemptions or repurchases,  or (iv) for any transaction from which the
director derived an improper personal  benefit.  Article VII of the Registrant's
Certificate  of  Incorporation  eliminates  the  liability  of  directors to the
fullest extent permitted by Section  102(b)(7) of the DGCL. The DGCL permits the
purchase of insurance on behalf of directors and officers  against any liability
asserted  against  directors  and  officers and incurred by such persons in such
capacity, or arising out of their status as such, whether or not the corporation
would have the power to indemnify directors and officers against such liability.
The  Registrant  has  obtained  directors'  and  officers'   reimbursements  and
liability  insurance  which  insures  against  liabilities  that  directors  and
officers of the  Registrant may incur in such  capacities.  The risks covered by
such policies do not exclude  liabilities under the Securities Act. In addition,
the Registrant has entered into indemnification agreements with its officers and
directors  pursuant to which it has agreed to  indemnify  each such  officer and
director against any and all expenses,  losses,  claims, damages and liabilities
incurred by each such officer and  director for or as a result of actions  taken
or not taken  while  each such  officer  or  director  was  acting in his or her
capacity as a director or officer of the Registrant.

         At  present,  there  is  no  pending  litigation  or  other  proceeding
involving a director or officer of the Registrant as to which indemnification is
being sought, nor is the Registrant aware of any threatened  litigation that may
result in claims for indemnification by any officer or director.

         The By-laws require the  Registrant,  under certain  circumstances,  to
indemnify  any person who is, was or has agreed to become a director  or officer
against  expenses,  liabilities and losses  actually and reasonably  incurred by
him.  The By-laws of the  Registrant  also  provide  that  expenses  incurred in
connection with a civil, criminal,  administrative or investigative action, suit
or proceeding,  or threat thereof, shall be paid by the Registrant in advance of
the final  disposition  of such action,  suit or proceeding  upon receipt of any
undertaking  by or on behalf of the  director or officer to repay such amount if
it shall  ultimately be determined  that he is not entitled to be indemnified by
the Registrant as authorized in the By-laws.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not Applicable.

ITEM 8.  EXHIBITS.

EXHIBIT
NUMBER                            DESCRIPTION
-------                           -----------

4.1       Certificate of Incorporation of the Registrant (incorporated herein by
          reference to Exhibit 3.1 of the Registrant's Registration Statement on
          Form S-1, File No. 333-4512, filed on May 3, 1996).

4.2       1996 Stock  Option Plan  (incorporated  herein by reference to Exhibit
          10.1 of the Registrant's  Registration Statement on Form S-1, File No.
          333-4512, filed on May 3, 1996).

 *5       Opinion of Kelley  Drye & Warren LLP  regarding  the  legality  of the
          Common Stock being registered.

*23.1     Consent of Kelley Drye & Warren LLP  (included in their  opinion filed
          as Exhibit 5).

*23.2     Consent of Ernst & Young LLP.

*24       Powers of Attorney (See Signature Page).

-----------------------
*Filed herewith

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 (the "Securities Act");

          (ii) To reflect in the  prospectus  any facts or events  arising after
     the  effective  date of this  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 this
     Registration Statement; and

          (iii) To include any material  information with respect to the plan of
     distribution not previously disclosed in this Registration Statement or any
     material change to such information in this Registration Statement;

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

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

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

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

(c) Insofar as indemnification  for liabilities arising under the Securities Act
may  be  permitted  to  directors,  officers  and  controlling  persons  of  the
Registrant  pursuant to the  provisions of Item 6, or otherwise,  the Registrant
has been advised that in the opinion of the Commission such  indemnification  is
against  public  policy as expressed in the  Securities  Act and is,  therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the  Registrant of expenses  incurred or
paid by a  director,  officer or  controlling  person of the  Registrant  in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of New York, State of New York, on December 18, 1996.

                                                           TV FILME, INC.

                                        By: /S/ DOUGLAS M. KARP
                                            -----------------------------------
                                              Douglas M. Karp
                                            Chairman of the Board

                                POWER OF ATTORNEY

     Each person whose  individual  signature  appears  below hereby  authorizes
Douglas M. Karp and  Alvaro J.  Aguirre  and each of them as  attorneys-in-fact,
with full  power of  substitution,  to execute in the name and on behalf of such
person, individually and in each capacity stated below, and to file, any and all
amendments to this Registration Statement,  including any and all post-effective
amendments.

     Pursuant to the  requirements  of the  Securities  Act of 1933, as amended,
this  Registration  Statement has been signed below by the following  persons in
the capacities indicated on December 18, 1996.

SIGNATURE                                               TITLE
---------                                               -----

 /S/ DOUGLAS M. KARP                            Chairman of the Board and 
--------------------------------------------    Director
     Douglas M. Karp

/S/ HERMANO STUDART LINS DE ALBUQUERQUE         Chief Executive Officer, 
--------------------------------------------    Secretary and Director
    Hermano Studart Lins de Albuquerque

/S/ CARLOS ANDRE STUDART LINS DE ALBUQUERQUE    President, Chief Operating 
--------------------------------------------    Officer, Treasurer and Director
    Carlos Andre Studart Lins de Albuquerque

/S/ ALVARO J. AGUIRRE                           Chief Financial Officer 
--------------------------------------------    (Principal Financial and
    Alvaro J. Aguirre                           Accounting Officer) and Director

/S/ GARY D. NUSBAUM                             Director
--------------------------------------------
    Gary D. Nusbaum

/S/ JOSE AUGUSTO PINTO MOREIRA                  Director
--------------------------------------------
    Jose Augusto Pinto Moreira

/S/ CLAUDIO DASCAL                              Director
--------------------------------------------
    Claudio Dascal
EXHIBIT INDEX

EXHIBIT NO.                      DESCRIPTION
-----------                      -----------

   4.1         Certificate  of  Incorporation  of the Registrant  (incorporated
               herein by reference to Exhibit 3.1 of the Registrant's
               Registration Statement on Form S-1, File No. 333-4512, filed
               on May 3, 1996).

   4.2         1996 Stock Option Plan (incorporated herein by reference to
               Exhibit 10.1 of the  Registrant's Registration  Statement on
               Form S-1, File No. 333-4512, filed on May 3, 1996).

   *5          Opinion of Kelley Drye & Warren LLP regarding  legality of the
               Common Stock being registered.

  *23.1        Consent of Kelley Drye & Warren LLP (included  in their  opinion
               filed as Exhibit 5).

  *23.2        Consent of Ernst & Young LLP.

  *24          Powers of Attorney (See Signature Page).

-----------------------
*Filed herewith