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

                                                   Registration No.
                                                                   -------------


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

                                  VIZACOM INC.
             (Exact name of registrant as specified in its charter)

           DELAWARE                                    22-3270045
(State or other jurisdiction of                     (I.R.S. Employer
 incorporation or organization)                     Identification No.)

        GLENPOINTE CENTRE EAST
300 FRANK W. BURR BOULEVARD, SEVENTH FLOOR
          TEANECK, NEW JERSEY                             07666
 (Address of principal executive offices)               (Zip Code)


                     VIZACOM INC. 2000 EQUITY INCENTIVE PLAN
                            (Full title of the Plan)

                          MARK E. LEININGER, PRESIDENT
                                  VIZACOM INC.
                             GLENPOINTE CENTRE EAST
                   300 FRANK W. BURR BOULEVARD, SEVENTH FLOOR
                            TEANECK, NEW JERSEY 07666
                     (Name and address of agent for service)

                                 (201) 928-1001
          (Telephone number, including area code, of agent for service)

                                    COPY TO:
                              NEIL M. KAUFMAN, ESQ.
                             KAUFMAN & MOOMJIAN, LLC
                    50 CHARLES LINDBERGH BOULEVARD SUITE 206
                          MITCHEL FIELD, NEW YORK 11553
                                 (516) 222-5100


                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

                                                                     Proposed             Proposed
                                                                      maximum              maximum
         Title of each class of                 Amount to         offering price          aggregate                Amount of
      Securities to be registered             be registered         per unit(1)        offering price(1)       registration fee

<S>                                            <C>                    <C>                <C>                        <C>
Common Stock, par value $.001 per share
(the "Common Stock")                           15,000,000             $1.44              $21,600,000                $5,703

<FN>
(1)  Estimated solely for purposes of calculating the registration fee pursuant
     to Rule 457(c) promulgated under the Securities Act of 1933, as amended,
     (the "Securities Act"), based upon the average of the high and low sales
     prices for the Common Stock on September 27, 2000.
(2)  Pursuant to Rule 416, there are also being registered such indeterminable
     number of additional shares of Common Stock as may become issuable pursuant
     to anti-dilution provisions contained in the Vizacom Inc. 2000 Equity
     Incentive Plan.
</FN>
</TABLE>


<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The document(s) containing the information specified in Part I will be sent
or given to employees (as such term is defined in paragraph 1(a) of General
Instructions A to Form 8-K) as specified by Rule 428(b)(1). Such documents are
not being filed with the Securities and Exchange Commission either as part of
this Registration Statement or as prospectuses or prospectus supplements
pursuant to Rule 424. Such documents and the documents incorporated by reference
in this Registration Statement pursuant to Item 3 of Part II of this
Registration Statement, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.
         ---------------------------------------

         Vizacom Inc. (the "Registrant") hereby incorporates by reference the
documents listed below and any future filings the Registrant will make with the
SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act until this
offering has been completed:

         1.    The  description  of the  Common  Stock  contained  in the
               Registrant's Registration  Statement  on Form 8-A,  declared
               effective  on December 6, 1995, including any  amendment(s)  or
               report(s) filed for the purpose of updating such description;

         2.    The Registrant's Annual Report on Form 10-KSB, for the fiscal
               year ended December 31, 1999;

         3.    The Registrant's Current Report on Form 8-K (Date of Report:
               February 15, 2000), as amended by Amendment No.1 on Form 8-K/A;

         4.    The Registrant's Current Report on Form 8-K (Date of Report:
               February 28, 2000);

         5.    The Registrant's Current Report on Form 8-K (Date of Report:
               March 9, 2000), as amended by Amendment No.1 on Form 8-K/A;

         6.    The Registrant's Current Report on Form 8-K (Date of Report:
               March 27, 2000), as amended by Amendment No.1 on Form 8-K/A;

         7.    The Registrant's Quarterly Report on Form 10-QSB, for the quarter
               ended March 31, 2000;

         8.    The Registrant's Current Report on Form 8-K (Date of Report: June
               12, 2000);

         9.    The Registrant's Quarterly Report on Form 10-QSB, for the quarter
               ended June 30, 2000; and

         10.   The Registrant's Current Report on Form 8-K (Date of Report:
               August 17, 2000).

Item 4.  Description of Securities.
         -------------------------

         Not applicable.

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

         The validity of the Common Stock offered hereby will be passed upon for
the Registrant by Kaufman & Moomjian, LLC ("K&M"),  Mitchel Field, New York.
Neil M. Kaufman,  Esq., a director of the  Registrant  and a member of K&M,
owns 56,737 shares of Common Stock and options to purchase  340,000  shares of
Common

                                       2
<PAGE>

Stock.  Another  member of K&M owns  2,500  shares of Common  Stock and options
to purchase 33,000 shares of Common Stock.

Item 6.  Indemnification of Directors and Officers.
         -----------------------------------------

         Under the provisions of the Certificate of Incorporation and By-Laws of
the Registrant,  each person who is or was a director or officer of Registrant
shall  be  indemnified by the  Registrant  as of right to the fullest 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 such person by reason of the
fact that such person is a  director  or  officer  of the  Registrant  , such
person  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 if 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 such person acted in good faith and in a manner such person  reasonably
believed to be in, or not opposed to, the best  interests  of the  Registrant,
and with  respect to any  criminal action,  had no reasonable  cause to believe
such person's conduct was unlawful. If  unsuccessful  in  defense  of a  suit
brought  by or in  the  right  of the 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 such person acted in good faith and in a manner such person
reasonably  believed to be in, or not opposed to, the best interests of the
Registrant  except that if such a person is  adjudicated to be liable in such
suit for  negligence  or misconduct  in the  performance  of such person's  duty
to the  Registrant,  such  person  cannot be made  whole even for expenses
unless the court  determines that such person is fairly and reasonably entitled
to be indemnified for such expenses.

         The officers and directors of the  Registrant  are covered by officers'
and directors' liability insurance. The policy coverage is $3,000,000, which
includes reimbursement for costs and fees. There is a maximum aggregate
deductible for each loss under the policy of $200,000. The Registrant has
entered into Indemnification Agreements with each of its executive 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, as defined.

Item 7.  Exemption from Registration Claimed.
         -----------------------------------

          Not applicable.

Item 8.   Exhibits.
          --------

Number       Description
------       -----------
4            Vizacom Inc. 2000 Equity Incentive Plan
5            Opinion and consent of Kaufman & Moomjian, LLC
23.1         Consent of Kaufman & Moomjian, LLC (included in their opinion filed
             as Exhibit 5)
23.2         Consent of Ernst & Young
23.3         Consent of Richard A. Eisner & Company, LLP
23.4         Consent of Silver Levene
23.5         Consent of Deloitte & Touche
24           Powers of Attorney (set forth on the Signatures page to this
             Registration Statement)

Item 9.  Undertakings.
         ------------

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the "Securities Act") may be permitted to directors,  officers and
controlling persons of the Registrant pursuant to any of the provisions
described under Item 6 above, or otherwise, the Registrant has been advised that
in the opinion of the Securities and Exchange Commission (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

                                       3

<PAGE>

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 of 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.

     The Registrant hereby undertakes that it will:

        (1)  File during any period in which it offers or sells securities, a
        post-effective amendment to this registration statement to:
             (a)  include any prospectus required by Section 10(a)(3) of the
             Securities Act;
             (b)  reflect in the prospectus any facts or events arising after
             the effective date of the Registration Statement (or 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; 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 the volume and price
             represent no more than a 20% change in the maximum aggregate
             offering price set forth in the "Calculation of Registration Fee"
             table in the effective Registration Statement; and
             (c)  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, the undertakings set forth in clauses (1)(a) and
        (1)(b) above shall not apply if the information required to be included
        in a post-effective amendment by such clauses is contained in periodic
        reports filed with or furnished to the Commission by the Registrant
        pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1933,
        as amended (the "Exchange Act"), that are incorporated by reference in
        the Registration Statement;

        (2)  For determining any liability under the Securities Act, treat each
        post-effective amendment as a new registration statement of the
        securities offered, and the offering of the securities at that time to
        be the initial bona fide offering; and

        (3)  File a post-effective amendment to remove from registration any of
        the securities that remain unsold at the termination of the offering.

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

         Insofar as indemnification for liabilities arising under the 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 Securities and Exchange 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 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 Teaneck, New Jersey on the 29th day of September, 2000.


                                                      VIZACOM INC.


                                        By:     /s/ Mark E. Leininger
                                           -------------------------------------
                                                   Mark E. Leininger
                                           President and Chief Executive Officer

                                POWER OF ATTORNEY

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed on September 29, 2000 by the
following persons in the capacities indicated. Each person whose signature
appears below constitutes and appoints Mark E. Leininger with full power of
substitution, his/her true and lawful attorney-in-fact and agent to do any and
all acts and things in his/her name and on behalf in his/her capacities
indicated below which he may deem necessary or advisable to enable Vizacom 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 him/her in his/her name in the
capacities stated below, any and all amendments (including post-effective
amendments) thereto, granting unto said attorney-in-fact and agent 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
attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or
cause to be done by virtue thereof.


   /s/ Mark E. Leininger     President, Chief Executive Officer and Director
---------------------------  (Principal Executive Officer)
    Mark E. Leininger


   /s/ Alan W. Schoenbart    Vice President - Finance, Chief Financial Officer
---------------------------  and Treasurer (Principal Accounting and Financial
    Alan W. Schoenbart       Officer)


   /s/ Marc E. Jaffe         Chairman of the Board, Secretary and Director
---------------------------
    Marc E. Jaffe


  /s/ Norman W. Alexander    Director
---------------------------
    Norman W. Alexander


  /s/ Neil M. Kaufman        Director
---------------------------
    Neil M. Kaufman


  /s/ Francis X. Murphy      Director
---------------------------
    Francis X. Murphy


  /s/ Vincent DiSpigno       Director, Vice President and Chief Operating
---------------------------  Officer
    Vincent DiSpigno


  /s/ David N. Salav         Director, Vice President and Chief Information
---------------------------  Officer
    David N. Salav

                                       5
<PAGE>

                                  VIZACOM INC.

                         FORM S-8 REGISTRATION STATEMENT

                                  EXHIBIT INDEX

Number       Description
------       -----------
4            Vizacom Inc. 2000 Equity Incentive Plan
5            Opinion and consent of Kaufman & Moomjian, LLC
23.1         Consent of Kaufman & Moomjian, LLC (included in their opinion filed
             as Exhibit 5)
23.2         Consent of Ernst & Young
23.3         Consent of Richard A. Eisner & Company, LLP
23.4         Consent of Silver Levene
23.5         Consent of Deloitte & Touche
24           Powers of Attorney (set forth on the Signatures page to this
             Registration Statement)

                                       6
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "FORM S-8", "secsgml_size_bytes": 19814}]
{"company-data": {"conformed-name": "VIZACOM INC", "cik": "0000926331", "assigned-sic": "7372", "irs-number": "223270045", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-46994", "film-number": "732449"}, "business-address": {"street1": "GLENPOINTE CENTER EAST", "street2": "300 FRANK W BURR BOULEVARD", "city": "TEANECK", "state": "NJ", "zip": "07666", "phone": "2019281001"}, "mail-address": {"street1": "3A OAK RD", "street2": "UNIT 6", "city": "FAIRFIELD", "state": "NJ", "zip": "07004"}, "former-company": [{"former-conformed-name": "SOFTWARE PUBLISHING CORP HOLDINGS INC", "date-changed": "19970916"}, {"former-conformed-name": "ALLEGRO NEW MEDIA INC", "date-changed": "19950921"}]}
As filed with the Securities and Exchange Commission on September 29, 2000

                                                   Registration No.
                                                                   -------------

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

                                  VIZACOM INC.
             (Exact name of registrant as specified in its charter)

           DELAWARE                                    22-3270045
(State or other jurisdiction of                     (I.R.S. Employer
 incorporation or organization)                     Identification No.)

        GLENPOINTE CENTRE EAST
300 FRANK W. BURR BOULEVARD, SEVENTH FLOOR
          TEANECK, NEW JERSEY                             07666
 (Address of principal executive offices)               (Zip Code)

                     VIZACOM INC. 2000 EQUITY INCENTIVE PLAN
                            (Full title of the Plan)

                          MARK E. LEININGER, PRESIDENT
                                  VIZACOM INC.
                             GLENPOINTE CENTRE EAST
                   300 FRANK W. BURR BOULEVARD, SEVENTH FLOOR
                            TEANECK, NEW JERSEY 07666
                     (Name and address of agent for service)

                                 (201) 928-1001
          (Telephone number, including area code, of agent for service)

                                    COPY TO:
                              NEIL M. KAUFMAN, ESQ.
                             KAUFMAN & MOOMJIAN, LLC
                    50 CHARLES LINDBERGH BOULEVARD SUITE 206
                          MITCHEL FIELD, NEW YORK 11553
                                 (516) 222-5100

                         CALCULATION OF REGISTRATION FEE
Proposed             Proposed
                                                                      maximum              maximum
         Title of each class of                 Amount to         offering price          aggregate                Amount of
      Securities to be registered             be registered         per unit(1)        offering price(1)       registration fee
Common Stock, par value $.001 per share
(the "Common Stock")                           15,000,000             $1.44              $21,600,000                $5,703
(1)  Estimated solely for purposes of calculating the registration fee pursuant
     to Rule 457(c) promulgated under the Securities Act of 1933, as amended,
     (the "Securities Act"), based upon the average of the high and low sales
     prices for the Common Stock on September 27, 2000.
(2)  Pursuant to Rule 416, there are also being registered such indeterminable
     number of additional shares of Common Stock as may become issuable pursuant
     to anti-dilution provisions contained in the Vizacom Inc. 2000 Equity
     Incentive Plan.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The document(s) containing the information specified in Part I will be sent
or given to employees (as such term is defined in paragraph 1(a) of General
Instructions A to Form 8-K) as specified by Rule 428(b)(1). Such documents are
not being filed with the Securities and Exchange Commission either as part of
this Registration Statement or as prospectuses or prospectus supplements
pursuant to Rule 424. Such documents and the documents incorporated by reference
in this Registration Statement pursuant to Item 3 of Part II of this
Registration Statement, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.
         ---------------------------------------

         Vizacom Inc. (the "Registrant") hereby incorporates by reference the
documents listed below and any future filings the Registrant will make with the
SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act until this
offering has been completed:

         1.    The  description  of the  Common  Stock  contained  in the
               Registrant's Registration  Statement  on Form 8-A,  declared
               effective  on December 6, 1995, including any  amendment(s)  or
               report(s) filed for the purpose of updating such description;

         2.    The Registrant's Annual Report on Form 10-KSB, for the fiscal
               year ended December 31, 1999;

         3.    The Registrant's Current Report on Form 8-K (Date of Report:
               February 15, 2000), as amended by Amendment No.1 on Form 8-K/A;

         4.    The Registrant's Current Report on Form 8-K (Date of Report:
               February 28, 2000);

         5.    The Registrant's Current Report on Form 8-K (Date of Report:
               March 9, 2000), as amended by Amendment No.1 on Form 8-K/A;

         6.    The Registrant's Current Report on Form 8-K (Date of Report:
               March 27, 2000), as amended by Amendment No.1 on Form 8-K/A;

         7.    The Registrant's Quarterly Report on Form 10-QSB, for the quarter
               ended March 31, 2000;

         8.    The Registrant's Current Report on Form 8-K (Date of Report: June
               12, 2000);

         9.    The Registrant's Quarterly Report on Form 10-QSB, for the quarter
               ended June 30, 2000; and

         10.   The Registrant's Current Report on Form 8-K (Date of Report:
               August 17, 2000).

Item 4.  Description of Securities.
         -------------------------

         Not applicable.

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

         The validity of the Common Stock offered hereby will be passed upon for
the Registrant by Kaufman & Moomjian, LLC ("K&M"),  Mitchel Field, New York.
Neil M. Kaufman,  Esq., a director of the  Registrant  and a member of K&M,
owns 56,737 shares of Common Stock and options to purchase  340,000  shares of
Common

                                       2
Stock.  Another  member of K&M owns  2,500  shares of Common  Stock and options
to purchase 33,000 shares of Common Stock.

Item 6.  Indemnification of Directors and Officers.
         -----------------------------------------

         Under the provisions of the Certificate of Incorporation and By-Laws of
the Registrant,  each person who is or was a director or officer of Registrant
shall  be  indemnified by the  Registrant  as of right to the fullest 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 such person by reason of the
fact that such person is a  director  or  officer  of the  Registrant  , such
person  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 if 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 such person acted in good faith and in a manner such person  reasonably
believed to be in, or not opposed to, the best  interests  of the  Registrant,
and with  respect to any  criminal action,  had no reasonable  cause to believe
such person's conduct was unlawful. If  unsuccessful  in  defense  of a  suit
brought  by or in  the  right  of the 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 such person acted in good faith and in a manner such person
reasonably  believed to be in, or not opposed to, the best interests of the
Registrant  except that if such a person is  adjudicated to be liable in such
suit for  negligence  or misconduct  in the  performance  of such person's  duty
to the  Registrant,  such  person  cannot be made  whole even for expenses
unless the court  determines that such person is fairly and reasonably entitled
to be indemnified for such expenses.

         The officers and directors of the  Registrant  are covered by officers'
and directors' liability insurance. The policy coverage is $3,000,000, which
includes reimbursement for costs and fees. There is a maximum aggregate
deductible for each loss under the policy of $200,000. The Registrant has
entered into Indemnification Agreements with each of its executive 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, as defined.

Item 7.  Exemption from Registration Claimed.
         -----------------------------------

          Not applicable.

Item 8.   Exhibits.
          --------

Number       Description
------       -----------
4            Vizacom Inc. 2000 Equity Incentive Plan
5            Opinion and consent of Kaufman & Moomjian, LLC
23.1         Consent of Kaufman & Moomjian, LLC (included in their opinion filed
             as Exhibit 5)
23.2         Consent of Ernst & Young
23.3         Consent of Richard A. Eisner & Company, LLP
23.4         Consent of Silver Levene
23.5         Consent of Deloitte & Touche
24           Powers of Attorney (set forth on the Signatures page to this
             Registration Statement)

Item 9.  Undertakings.
         ------------

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the "Securities Act") may be permitted to directors,  officers and
controlling persons of the Registrant pursuant to any of the provisions
described under Item 6 above, or otherwise, the Registrant has been advised that
in the opinion of the Securities and Exchange Commission (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

                                       3
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 of 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.

     The Registrant hereby undertakes that it will:

        (1)  File during any period in which it offers or sells securities, a
        post-effective amendment to this registration statement to:
             (a)  include any prospectus required by Section 10(a)(3) of the
             Securities Act;
             (b)  reflect in the prospectus any facts or events arising after
             the effective date of the Registration Statement (or 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; 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 the volume and price
             represent no more than a 20% change in the maximum aggregate
             offering price set forth in the "Calculation of Registration Fee"
             table in the effective Registration Statement; and
             (c)  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, the undertakings set forth in clauses (1)(a) and
        (1)(b) above shall not apply if the information required to be included
        in a post-effective amendment by such clauses is contained in periodic
        reports filed with or furnished to the Commission by the Registrant
        pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1933,
        as amended (the "Exchange Act"), that are incorporated by reference in
        the Registration Statement;

        (2)  For determining any liability under the Securities Act, treat each
        post-effective amendment as a new registration statement of the
        securities offered, and the offering of the securities at that time to
        be the initial bona fide offering; and

        (3)  File a post-effective amendment to remove from registration any of
        the securities that remain unsold at the termination of the offering.

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

         Insofar as indemnification for liabilities arising under the 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 Securities and Exchange 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 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 Teaneck, New Jersey on the 29th day of September, 2000.

                                                      VIZACOM INC.

                                        By:     /s/ Mark E. Leininger
                                           -------------------------------------
                                                   Mark E. Leininger
                                           President and Chief Executive Officer

                                POWER OF ATTORNEY

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed on September 29, 2000 by the
following persons in the capacities indicated. Each person whose signature
appears below constitutes and appoints Mark E. Leininger with full power of
substitution, his/her true and lawful attorney-in-fact and agent to do any and
all acts and things in his/her name and on behalf in his/her capacities
indicated below which he may deem necessary or advisable to enable Vizacom 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 him/her in his/her name in the
capacities stated below, any and all amendments (including post-effective
amendments) thereto, granting unto said attorney-in-fact and agent 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
attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or
cause to be done by virtue thereof.

   /s/ Mark E. Leininger     President, Chief Executive Officer and Director
---------------------------  (Principal Executive Officer)
    Mark E. Leininger

   /s/ Alan W. Schoenbart    Vice President - Finance, Chief Financial Officer
---------------------------  and Treasurer (Principal Accounting and Financial
    Alan W. Schoenbart       Officer)

   /s/ Marc E. Jaffe         Chairman of the Board, Secretary and Director
---------------------------
    Marc E. Jaffe

  /s/ Norman W. Alexander    Director
---------------------------
    Norman W. Alexander

  /s/ Neil M. Kaufman        Director
---------------------------
    Neil M. Kaufman

  /s/ Francis X. Murphy      Director
---------------------------
    Francis X. Murphy

  /s/ Vincent DiSpigno       Director, Vice President and Chief Operating
---------------------------  Officer
    Vincent DiSpigno

  /s/ David N. Salav         Director, Vice President and Chief Information
---------------------------  Officer
    David N. Salav

                                       5
VIZACOM INC.

                         FORM S-8 REGISTRATION STATEMENT

                                  EXHIBIT INDEX

Number       Description
------       -----------
4            Vizacom Inc. 2000 Equity Incentive Plan
5            Opinion and consent of Kaufman & Moomjian, LLC
23.1         Consent of Kaufman & Moomjian, LLC (included in their opinion filed
             as Exhibit 5)
23.2         Consent of Ernst & Young
23.3         Consent of Richard A. Eisner & Company, LLP
23.4         Consent of Silver Levene
23.5         Consent of Deloitte & Touche
24           Powers of Attorney (set forth on the Signatures page to this
             Registration Statement)

                                       6