<PAGE>

     As filed with the Securities and Exchange Commission on June 4, 1999

                                                     Registration No. 333-______
================================================================================


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                           __________________________

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

                           __________________________

                        COLLEGE TELEVISION NETWORK, INC.
             (Exact name of registrant as specified in its charter)


            DELAWARE                                        13-3557317
(State or other jurisdiction of                          (I.R.S. Employer
 incorporation or organization)                       Identification Number)


                            5784 Lake Forrest Drive
                                   Suite 275
                             Atlanta, Georgia 30328
                                 (404) 256-4444
    (Address of registrant's principal executive offices, including zip code
                   and telephone number, including area code)

                          ___________________________

                        COLLEGE TELEVISION NETWORK, INC.
                   OUTSIDE DIRECTORS' 1996 STOCK OPTION PLAN
                            AND OTHER STOCK OPTIONS
                             (Full title of Plans)

           JASON ELKIN                                    COPY TO:
     CHIEF EXECUTIVE OFFICER                     ROSEMARIE A. THURSTON, ESQ.
 COLLEGE TELEVISION NETWORK, INC.                    NEIL H. DICKSON, ESQ.
5784 LAKE FORREST DRIVE, SUITE 275              MORRIS, MANNING & MARTIN, L.L.P.
     ATLANTA, GEORGIA 30328                      1600 ATLANTA FINANCIAL CENTER
          (404) 256-4444                            3343 PEACHTREE ROAD, N.E.
(name, address, including zip code, and              ATLANTA, GEORGIA 30326
telephone number, including area code, of                (404) 233-7000
        agent for service)


                          ___________________________

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
                                                                   PROPOSED MAXIMUM       PROPOSED MAXIMUM
                                                 AMOUNT TO BE     OFFERING PRICE PER     AGGREGATE OFFERING         AMOUNT OF
      TITLE OF SECURITIES TO BE REGISTERED      REGISTERED (1)         SHARE (2)              PRICE (2)        REGISTRATION FEE (2)
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                             <C>               <C>                     <C>                      <C>
    Common Stock, $.005 par value per share     320,000 shares          $8.50                $2,720,000              $802.40
===================================================================================================================================
</TABLE>
(1)  Represents 220,000 shares of common stock issuable by the Registrant under
     the College Television Network, Inc. Outside Directors' 1996 Stock Option
     Plan (the "Plan"), and 100,000 shares of common stock issuable to a certain
     executive officer of the Registrant upon exercise of options that were
     granted outside of the Plan.
(2)  Estimated pursuant to Rule 457(h) of the Securities Act of 1933, as
     amended, solely for the purpose of calculating the registration fee on the
     basis of the average of the high and low sales prices of the Registrant's
     common stock on June 1, 1999.
<PAGE>

     On November 24, 1998, the Registrant filed an initial Form S-8 Registration
Statement (File No. 333-67829) to register 240,000 shares of its common stock
reserved for issuance under its Outside Directors' 1996 Stock Option Plan (the
"Plan").  On May 11, 1999, an amendment to the Plan (the "Plan Amendment") was
approved by the stockholders of the Registrant increasing the number of shares
reserved for issuance under the Plan to 460,000.  The contents of such
Registration Statement are incorporated by reference.  This registration
statement relates to an additional 220,000 shares of common stock of the
Registrant, reserved for issuance under the Plan pursuant to the Plan Amendment
as well as 100,000 shares of the Registrant's common stock issuable to an
executive officer of the Registrant upon the exercise of options that were
granted outside of the Plan.

                                     PART I


              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


         The documents containing the information specified in Part I will be
sent or given to employees and/or directors of College Television Network, Inc.
(the "Registrant") as specified by Rule 428(b)(1) of the Securities Act of 1933,
as amended (the "Securities Act").  In accordance with the instructions of Part
I of Form S-8, such documents will not be filed with the Securities and Exchange
Commission (the "Commission") either as part of this Registration Statement or
as prospectuses or prospectus supplements pursuant to Rule 424 of the Securities
Act.  These documents and the documents incorporated by reference pursuant to
Item 3 of Part II of this Registration Statement, taken together, constitute the
prospectus as required by Section 10(a) of the Securities Act.


                                    PART II


               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.    Incorporation of Documents by Reference.

     The following documents filed with the Commission are incorporated herein
by reference:

     (a) the Registrant's Annual Report on Form 10-KSB for the year ended
December 31, 1998, filed with the Commission on March 31, 1999;

     (b) the Registrant's Quarterly Report on Form 10-QSB for the quarter ended
March 31, 1999, filed with the Commission on May 14, 1999; and

     (c) the description of the Registrant's common stock, $.005 par value per
share ("Common Stock") included in the Registrant's Registration Statement on
Form S-3, filed with the Commission on July 2, 1998, as amended by Post-
Effective Amendment No. 1 thereto, filed with the Commission on July 30, 1998.

     All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the termination of the offering of the shares of Common Stock offered hereby
shall be deemed to be incorporated by reference into this Registration Statement
and to be a part hereof.

     The Company hereby undertakes to provide without charge to each person to
whom this Registration Statement has been delivered, upon the written or oral
request of any such person, a copy of any and all of the foregoing documents
incorporated herein by reference (other than exhibits to such documents, which
are not specifically incorporated by reference into the information that this
Registration Statement incorporates).  Written or telephone requests should be
directed to Patrick G. Doran, Chief Financial Officer, College Television
Network, Inc., 5784 Lake Forrest Drive, Suite 275, Atlanta, Georgia  30328,
telephone number (404) 256-4444.


Item 4.    Description of Securities.

         A description of the Company's Common Stock is incorporated by
reference under Item 3.

                                      -2-
<PAGE>

Item 5.    Interests of Named Experts and Counsel.

         Legal matters in connection with the shares of Common Stock offered
hereby were passed upon by Morris, Manning & Martin, L.L.P., Atlanta, Georgia.

Item 6.    Indemnification of Directors and Officers.

         In accordance with the General Corporation Law of Delaware (the
"Delaware law"), the Company's Certificate of Incorporation contains a provision
which limits the liability of the Company's directors to the Company or its
stockholders for monetary damages for breach of their fiduciary duties as
directors, except for liability (i) for any breach of their duty of loyalty to
the Company or its stockholders, (ii) for acts or omissions not in good faith or
that involve intentional misconduct or a knowing violation of law, (iii) for
unlawful payments of dividends or unlawful stock repurchases or redemptions as
provided in Section 174 of the Delaware General Corporation Law, or (iv) for any
transaction from which the director derived an improper personal benefit.

         The Company's Bylaws provide that the Company shall indemnify its
directors and officers and may indemnify its employees and other agents to the
fullest extent permitted by law.  The Company's Bylaws also permit the Company
to secure insurance on behalf of any officer, director, employee or other agent
for any liability arising out of his or her actions in such capacity, regardless
of whether the Company would have the power to indemnify him or her against such
liability under the Delaware Law.  The Company has secured such insurance on
behalf of its officers and directors.

Item 7.    Exemption From Registration Claimed.

     Not applicable.


Item 8.    Exhibits.

     (a) The following exhibits are filed with or incorporated by reference into
this Registration Statement pursuant to Item 601 of Regulation S-K:


<TABLE>
<CAPTION>
         Exhibit No.                    Description
         -----------                    -----------
<C>                    <S>
            5.1        Opinion of Morris, Manning & Martin, L.L.P. as to the
                       legality of the securities being registered

           23.1        Consent of Morris, Manning & Martin, L.L.P. (included in
                       Exhibit 5.1)

           23.2        Consent of PricewaterhouseCoopers LLP

           24.1        Power of Attorney (included on signature page)
</TABLE>


Item 9.    Undertakings.

     (a) The undersigned Registrant hereby undertakes:


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

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

               (ii) To reflect in the prospectus any facts or events arising
                    after the effective date of the registration statement (or
                    the most recent post-effective amendment thereof)

                                      -3-
<PAGE>

                   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.  Notwithstanding
                   the foregoing, any increase or decrease in volume of
                   securities offered (if the total dollar value of securities
                   offered would not exceed that which was registered) and any
                   deviation from the low or high end of the estimated maximum
                   offering range may be reflected in the form of prospectus
                   filed with the Commission pursuant to Rule 424(b) if, in the
                   aggregate, the changes in volume and price represent no more
                   than a 20 percent change in the maximum aggregate offering
                   price set forth in the "Calculation of Registration Fee"
                   table in the effective registration statement;

     provided, however, that paragraphs (a)(1)(i) and (a)(1)(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 with or furnished to the Commission
     by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange
     Act that are incorporated by reference in the Registration Statement.

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

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

     (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (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.

     (c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the 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.

                                      -4-
<PAGE>

                                   SIGNATURES
                                   ----------

     Pursuant to the requirements of the Securities Act, the undersigned
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 Atlanta, State of Georgia, on this the 4th day of
June, 1999.


                           COLLEGE TELEVISION NETWORK, INC.


                           By: /s/ Jason Elkin
                               -------------------------------------------------
                               Jason Elkin
                               Chief Executive Officer and Chairman of the Board



                                      -5-
<PAGE>

                               POWER OF ATTORNEY
                               -----------------

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signatures appears
below constitutes and appoints Jason Elkin and/or Patrick Doran, jointly and
severally, as his true and lawful attorneys-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 a Registration Statement relating to the
registration of shares of common stock on Form S-8 and to sign any and all
amendments (including post effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto and other documents in
connection therewith, with the 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 required or necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, or their or his substitute, could lawfully do or cause
to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the date indicated.



/s/ Jason Elkin          Chief Executive Officer              June 4, 1999
----------------------   (Principal Executive Officer) and
Jason Elkin              Chairman of the Board



/s/ Patrick Doran        Chief Financial Officer,             June 4, 1999
----------------------   Secretary and Treasurer,
Patrick Doran            (Principal Financial and
                         Accounting Officer)



/s/ Peter Kauff          Vice Chairman of the Board           June 4, 1999
----------------------   and Director
Peter Kauff


/s/ Beth F. Johnston     Director                             June 4, 1999
----------------------
Beth F. Johnston


/s/ C. Thomas McMillen   Director                             June 4, 1999
----------------------
C. Thomas McMillen


/s/ Hollis Rademacher    Director                             June 4, 1999
----------------------
Hollis Rademacher


/s/ Stephen Roberts      Director                             June 4, 1999
----------------------
Stephen Roberts


/s/ Avy H. Stein         Director                             June 4, 1999
----------------------
Avy H. Stein


/s/ James Wood           Director                             June 4, 1999
----------------------
James Wood


/s/ Sergio Zyman         Director                             June 4, 1999
----------------------
Sergio Zyman

                                      -6-
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 18500}]
{"company-data": {"conformed-name": "COLLEGE TELEVISION NETWORK INC", "cik": "0000876013", "assigned-sic": "4833", "irs-number": "133557317", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-79967", "film-number": "99640473"}, "business-address": {"street1": "5784 LAKE FORREST DRIVE", "street2": "SUITE 275", "city": "ATLANTA", "state": "GA", "zip": "30328", "phone": "4042569630"}, "mail-address": {"street1": "3343 PEACHTREE RD NE", "street2": "SUITE 1600", "city": "ATLANTA", "state": "GA", "zip": "30326"}, "former-company": [{"former-conformed-name": "UC TELEVISION NETWORK CORP", "date-changed": "19960814"}, {"former-conformed-name": "UC TELEVISION NETWORLD CORP", "date-changed": "19960809"}, {"former-conformed-name": "LASER VIDEO NETWORK INC", "date-changed": "19930328"}]}
As filed with the Securities and Exchange Commission on June 4, 1999

                                                     Registration No. 333-______
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                           __________________________

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

                           __________________________

                        COLLEGE TELEVISION NETWORK, INC.
             (Exact name of registrant as specified in its charter)

            DELAWARE                                        13-3557317
(State or other jurisdiction of                          (I.R.S. Employer
 incorporation or organization)                       Identification Number)

                            5784 Lake Forrest Drive
                                   Suite 275
                             Atlanta, Georgia 30328
                                 (404) 256-4444
    (Address of registrant's principal executive offices, including zip code
                   and telephone number, including area code)

                          ___________________________

                        COLLEGE TELEVISION NETWORK, INC.
                   OUTSIDE DIRECTORS' 1996 STOCK OPTION PLAN
                            AND OTHER STOCK OPTIONS
                             (Full title of Plans)

           JASON ELKIN                                    COPY TO:
     CHIEF EXECUTIVE OFFICER                     ROSEMARIE A. THURSTON, ESQ.
 COLLEGE TELEVISION NETWORK, INC.                    NEIL H. DICKSON, ESQ.
5784 LAKE FORREST DRIVE, SUITE 275              MORRIS, MANNING & MARTIN, L.L.P.
     ATLANTA, GEORGIA 30328                      1600 ATLANTA FINANCIAL CENTER
          (404) 256-4444                            3343 PEACHTREE ROAD, N.E.
(name, address, including zip code, and              ATLANTA, GEORGIA 30326
telephone number, including area code, of                (404) 233-7000
        agent for service)

                          ___________________________

                        CALCULATION OF REGISTRATION FEE
PROPOSED MAXIMUM       PROPOSED MAXIMUM
                                                 AMOUNT TO BE     OFFERING PRICE PER     AGGREGATE OFFERING         AMOUNT OF
      TITLE OF SECURITIES TO BE REGISTERED      REGISTERED (1)         SHARE (2)              PRICE (2)        REGISTRATION FEE (2)
-----------------------------------------------------------------------------------------------------------------------------------
Common Stock, $.005 par value per share     320,000 shares          $8.50                $2,720,000              $802.40
===================================================================================================================================
(1)  Represents 220,000 shares of common stock issuable by the Registrant under
     the College Television Network, Inc. Outside Directors' 1996 Stock Option
     Plan (the "Plan"), and 100,000 shares of common stock issuable to a certain
     executive officer of the Registrant upon exercise of options that were
     granted outside of the Plan.
(2)  Estimated pursuant to Rule 457(h) of the Securities Act of 1933, as
     amended, solely for the purpose of calculating the registration fee on the
     basis of the average of the high and low sales prices of the Registrant's
     common stock on June 1, 1999.
On November 24, 1998, the Registrant filed an initial Form S-8 Registration
Statement (File No. 333-67829) to register 240,000 shares of its common stock
reserved for issuance under its Outside Directors' 1996 Stock Option Plan (the
"Plan").  On May 11, 1999, an amendment to the Plan (the "Plan Amendment") was
approved by the stockholders of the Registrant increasing the number of shares
reserved for issuance under the Plan to 460,000.  The contents of such
Registration Statement are incorporated by reference.  This registration
statement relates to an additional 220,000 shares of common stock of the
Registrant, reserved for issuance under the Plan pursuant to the Plan Amendment
as well as 100,000 shares of the Registrant's common stock issuable to an
executive officer of the Registrant upon the exercise of options that were
granted outside of the Plan.

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The documents containing the information specified in Part I will be
sent or given to employees and/or directors of College Television Network, Inc.
(the "Registrant") as specified by Rule 428(b)(1) of the Securities Act of 1933,
as amended (the "Securities Act").  In accordance with the instructions of Part
I of Form S-8, such documents will not be filed with the Securities and Exchange
Commission (the "Commission") either as part of this Registration Statement or
as prospectuses or prospectus supplements pursuant to Rule 424 of the Securities
Act.  These documents and the documents incorporated by reference pursuant to
Item 3 of Part II of this Registration Statement, taken together, constitute the
prospectus as required by Section 10(a) of the Securities Act.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.    Incorporation of Documents by Reference.

     The following documents filed with the Commission are incorporated herein
by reference:

     (a) the Registrant's Annual Report on Form 10-KSB for the year ended
December 31, 1998, filed with the Commission on March 31, 1999;

     (b) the Registrant's Quarterly Report on Form 10-QSB for the quarter ended
March 31, 1999, filed with the Commission on May 14, 1999; and

     (c) the description of the Registrant's common stock, $.005 par value per
share ("Common Stock") included in the Registrant's Registration Statement on
Form S-3, filed with the Commission on July 2, 1998, as amended by Post-
Effective Amendment No. 1 thereto, filed with the Commission on July 30, 1998.

     All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the termination of the offering of the shares of Common Stock offered hereby
shall be deemed to be incorporated by reference into this Registration Statement
and to be a part hereof.

     The Company hereby undertakes to provide without charge to each person to
whom this Registration Statement has been delivered, upon the written or oral
request of any such person, a copy of any and all of the foregoing documents
incorporated herein by reference (other than exhibits to such documents, which
are not specifically incorporated by reference into the information that this
Registration Statement incorporates).  Written or telephone requests should be
directed to Patrick G. Doran, Chief Financial Officer, College Television
Network, Inc., 5784 Lake Forrest Drive, Suite 275, Atlanta, Georgia  30328,
telephone number (404) 256-4444.

Item 4.    Description of Securities.

         A description of the Company's Common Stock is incorporated by
reference under Item 3.

                                      -2-
Item 5.    Interests of Named Experts and Counsel.

         Legal matters in connection with the shares of Common Stock offered
hereby were passed upon by Morris, Manning & Martin, L.L.P., Atlanta, Georgia.

Item 6.    Indemnification of Directors and Officers.

         In accordance with the General Corporation Law of Delaware (the
"Delaware law"), the Company's Certificate of Incorporation contains a provision
which limits the liability of the Company's directors to the Company or its
stockholders for monetary damages for breach of their fiduciary duties as
directors, except for liability (i) for any breach of their duty of loyalty to
the Company or its stockholders, (ii) for acts or omissions not in good faith or
that involve intentional misconduct or a knowing violation of law, (iii) for
unlawful payments of dividends or unlawful stock repurchases or redemptions as
provided in Section 174 of the Delaware General Corporation Law, or (iv) for any
transaction from which the director derived an improper personal benefit.

         The Company's Bylaws provide that the Company shall indemnify its
directors and officers and may indemnify its employees and other agents to the
fullest extent permitted by law.  The Company's Bylaws also permit the Company
to secure insurance on behalf of any officer, director, employee or other agent
for any liability arising out of his or her actions in such capacity, regardless
of whether the Company would have the power to indemnify him or her against such
liability under the Delaware Law.  The Company has secured such insurance on
behalf of its officers and directors.

Item 7.    Exemption From Registration Claimed.

     Not applicable.

Item 8.    Exhibits.

     (a) The following exhibits are filed with or incorporated by reference into
this Registration Statement pursuant to Item 601 of Regulation S-K:
Exhibit No.                    Description
         -----------                    -----------
5.1        Opinion of Morris, Manning & Martin, L.L.P. as to the
                       legality of the securities being registered

           23.1        Consent of Morris, Manning & Martin, L.L.P. (included in
                       Exhibit 5.1)

           23.2        Consent of PricewaterhouseCoopers LLP

           24.1        Power of Attorney (included on signature page)
Item 9.    Undertakings.

     (a) The undersigned Registrant hereby undertakes:

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

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

               (ii) To reflect in the prospectus any facts or events arising
                    after the effective date of the registration statement (or
                    the most recent post-effective amendment thereof)

                                      -3-
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.  Notwithstanding
                   the foregoing, any increase or decrease in volume of
                   securities offered (if the total dollar value of securities
                   offered would not exceed that which was registered) and any
                   deviation from the low or high end of the estimated maximum
                   offering range may be reflected in the form of prospectus
                   filed with the Commission pursuant to Rule 424(b) if, in the
                   aggregate, the changes in volume and price represent no more
                   than a 20 percent change in the maximum aggregate offering
                   price set forth in the "Calculation of Registration Fee"
                   table in the effective registration statement;

     provided, however, that paragraphs (a)(1)(i) and (a)(1)(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 with or furnished to the Commission
     by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange
     Act that are incorporated by reference in the Registration Statement.

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

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

     (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (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.

     (c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the 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.

                                      -4-
SIGNATURES
                                   ----------

     Pursuant to the requirements of the Securities Act, the undersigned
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 Atlanta, State of Georgia, on this the 4th day of
June, 1999.

                           COLLEGE TELEVISION NETWORK, INC.

                           By: /s/ Jason Elkin
                               -------------------------------------------------
                               Jason Elkin
                               Chief Executive Officer and Chairman of the Board

                                      -5-
POWER OF ATTORNEY
                               -----------------

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signatures appears
below constitutes and appoints Jason Elkin and/or Patrick Doran, jointly and
severally, as his true and lawful attorneys-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 a Registration Statement relating to the
registration of shares of common stock on Form S-8 and to sign any and all
amendments (including post effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto and other documents in
connection therewith, with the 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 required or necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, or their or his substitute, could lawfully do or cause
to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the date indicated.

/s/ Jason Elkin          Chief Executive Officer              June 4, 1999
----------------------   (Principal Executive Officer) and
Jason Elkin              Chairman of the Board

/s/ Patrick Doran        Chief Financial Officer,             June 4, 1999
----------------------   Secretary and Treasurer,
Patrick Doran            (Principal Financial and
                         Accounting Officer)

/s/ Peter Kauff          Vice Chairman of the Board           June 4, 1999
----------------------   and Director
Peter Kauff

/s/ Beth F. Johnston     Director                             June 4, 1999
----------------------
Beth F. Johnston

/s/ C. Thomas McMillen   Director                             June 4, 1999
----------------------
C. Thomas McMillen

/s/ Hollis Rademacher    Director                             June 4, 1999
----------------------
Hollis Rademacher

/s/ Stephen Roberts      Director                             June 4, 1999
----------------------
Stephen Roberts

/s/ Avy H. Stein         Director                             June 4, 1999
----------------------
Avy H. Stein

/s/ James Wood           Director                             June 4, 1999
----------------------
James Wood

/s/ Sergio Zyman         Director                             June 4, 1999
----------------------
Sergio Zyman

                                      -6-