As filed with the Securities and Exchange Commission on March 20, 1998

                                                           Registration No. 333-


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                             STV GROUP, INCORPORATED
             (Exact name of Registrant as specified in its charter)

Pennsylvania                  205 West Welsh Drive                    23-1698231
(State or other         Douglassville, Pennsylvania 19518       (I.R.S. Employer
jurisdiction of         (Address, including zip code, of          Identification
incorporation or          Principal Executive Offices)                   Number)
organization)       

                             STV GROUP, INCORPORATED
                                  1995 EMPLOYEE
                                STOCK OPTION PLAN

                             STV GROUP, INCORPORATED
                             1985 STOCK OPTION PLAN


                                 Peter W. Knipe
                             STV Group, Incorporated
                              205 West Welsh Drive
                        Douglassville, Pennsylvania 19518
                                 (610) 385-8200
                     (Name, address, including zip code and
                     telephone number, including area code,
                              of agent for service)


                          Copies of Communications to:
                           G. Michael Stakias, Esquire
                        Blank Rome Comisky & McCauley LLP
                                One Logan Square
                           Philadelphia, PA 19103-6998
                                 (215) 569-5500

<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE

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

Common Stock, par value $0.01 per          685,000             $20.31 (2)       $13,789,050.00 (2)       $4,104.65
share
</TABLE>

(1)      Plus such  indeterminate  number of shares as may be issued pursuant to
         certain anti-dilution provisions contained in the Plan.

(2)      Pursuant to Rule  457(h),  based upon the price at which stock  options
         covered by this  Registration  Statement  may be exercised  and, in the
         case where such  price is not known,  upon the  average of the high and
         low sale  prices of STV Group,  Incorporated  Common  Stock,  par value
         $0.01 per share, reported on the NASDAQ National Market System on March
         16, 1998.


<PAGE>


PART I.   INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information.

         The document(s)  containing the information specified in Item 1 will be
sent or given to employees as specified in Rule  428(b)(1)  and are not required
to be filed as part of this Registration Statement.

Item 2. Registrant Information and Employee Plan Annual Information.

         The document(s)  containing the information specified in Item 2 will be
sent or given to employees as specified in Rule  428(b)(1)  and are not required
to be filed as part of this Registration Statement.

PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Certain Documents by Reference.

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

         (i) The  Company's  Annual  Report on Form 10-K for the  fiscal  year 
ended September 30, 1997;

         (ii) All other reports filed  pursuant to Section 13(a) or 15(d) of the
Exchange  Act since the end of the fiscal year  covered by the Annual  Report on
Form 10-K referred to in (i) above; and

         All reports and other documents  subsequently filed by the Company with
the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended,  after the date of this Registration Statement
but prior to the filing of a  post-effective  amendment which indicates that all
securities  offered hereunder have been sold or which deregisters all securities
then remaining unsold hereunder, shall be deemed to be incorporated by reference
in this  Registration  Statement and to be a part hereof from the date of filing
of such documents.

Item 4. Description of Securities.

         Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not Applicable.

Item 6. Indemnification of Directors and Officers.

         Section  1741  through  1750  of  Subchapter  D,  Chapter  17,  of  the
Pennsylvania Business Corporation Law of 1988, as amended, (the "BCL"),  contain
provisions for mandatory and  discretionary  indemnification  of a corporation's
directors, officers and other personnel, and related matters.

         Under Section 1741, subject to certain  limitations,  a corporation has
the  power  to  indemnify   directors  and  officers  under  certain  prescribed
circumstances against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement  actually and reasonably  incurred in connection with
an  action  or  proceeding,   whether   civil,   criminal,   administrative   or
investigative,  to  which  any of them  is a  party  by  reason  of his  being a
representative, director or officer of the corporation or serving at the request
of the  corporation as a  representative  of another  corporation,  partnership,
joint  venture,  trust or other  enterprise,  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 proceeding,  had no reasonable
cause to believe his conduct was unlawful.  Under Section 1743,  indemnification
is mandatory to the extent that the officer or director has been  successful  on
the  merits  or  otherwise  in  defense  of  any  action  or  proceeding  if the
appropriate standards of conduct are met.


<PAGE>


         Section 1742 provides for  indemnification in derivative actions except
in  respect  of any  claim,  issue or  matter as to which  the  person  has been
adjudged to be liable to the corporation  unless and only to the extent that the
proper court  determines  upon  application  that,  despite the  adjudication of
liability but in view of all the circumstances of the case, the person is fairly
and  reasonably  entitled to  indemnity  for the  expenses  that the court deems
proper.

         Section  1744  provides   that,   unless   ordered  by  a  court,   any
indemnification under Section 1741 or 1742 shall be made by the corporation only
as authorized in the specific case upon a determination  that the representative
met the applicable  standard of conduct,  and such determination will be made by
the board of  directors  (i) by a  majority  vote of a quorum of  directors  not
parties to the action or proceeding;  (ii) if a quorum is not obtainable,  or if
obtainable and a majority of disinterested  directors so directs, by independent
legal counsel; or (iii) by the shareholders.

         Section 1745 provides that expenses  incurred by an officer,  director,
employee or agent in defending a civil or criminal  action or proceeding  may be
paid by the  corporation  in advance of the final  disposition of such action or
proceeding  upon  receipt of an  undertaking  by or on behalf of such  person to
repay such amount if it shall  ultimately  be  determined  that he or she is not
entitled to be indemnified by the corporation.

         Section 1746 provides  generally that, except in any case where the act
or failure to act giving rise to the claim for  indemnification is determined by
a  court  to  have  constituted   willful   misconduct  or   recklessness,   the
indemnification  and  advancement of expenses  provided by Subchapter 17D of the
BCL shall not be deemed  exclusive of any other rights to which a person seeking
indemnification  or  advancement  of expenses  may be entitled  under any bylaw,
agreement, vote of shareholders or disinterested directors or otherwise, both as
to action in his or her official  capacity and as to action in another  capacity
while holding that office.

         Section 1747 grants to a corporation the power to purchase and maintain
insurance on behalf of any director or officer against any liability incurred by
him or her in his or her  capacity  as officer or  director,  whether or not the
corporation  would have the power to indemnify  him or her against the liability
under Subchapter 17D of the BCL.

         Section 1748 and 1749 extend the  indemnification  and  advancement  of
expenses  provisions  contained  in  Subchapter  17D  of the  BCL  to  successor
corporations  in  fundamental   changes  and  to   representatives   serving  as
fiduciaries of employee benefit plans.

         Section 1750  provides  that the  indemnification  and  advancement  of
expenses  provided by, or granted pursuant to, Subchapter 17D of the BCL, shall,
unless  otherwise  provided when  authorized or ratified,  continue as to a p or
agent and shall inure to the benefit of the heirs and personal representative of
such person.

         The  Company's  Bylaws  provide  in  general  that  the  Company  shall
indemnify its officers and directors to the fullest extent authorized by law.

Item 7. Exemption from Registration Claimed

         Not Applicable.



<PAGE>


Item 8. Exhibits

         The following exhibits are filed as part of this Registration Statement
or, where so indicated,  have been previously filed and are incorporated  herein
by reference.

<TABLE>
<CAPTION>

        Exhibit No.        Description
<S>                      <C>   

             5.1           Opinion of Counsel regarding legality.

            23.1           Consent of Ernst & Young LLP

            23.2           Consent of Counsel (included as part of Exhibit 5.1).

            24.1           Power of Attorney (included on pages 7 and 8)

           *99.1           1985 Stock Option Plan

            99.2           1995 Employee Stock Option Plan

</TABLE>

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

*   Incorporated by reference from the Company's  Annual Report on Form 10-K for
    the fiscal year ended September 30, 1987.

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, as amended:

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

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

      Provided,  however,  that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the registration statement is on Form S-3 or S-8 and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to section 13 or section 15(d)
of the Securities  Exchange Act of 1934, as amended,  that are  incorporated  by
reference in the Registration Statement.

               (2) That for the purpose of determining  any liability  under the
Securities Act of 1933, as amended, 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.


<PAGE>


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

      (b) The undersigned  registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities  Act of 1933, as amended,  each
filing of the  registrant's  annual report  pursuant to section 13(a) or section
15(d) of the Securities Exchange Act of 1934, as amended (and, where applicable,
each filing of an employee  benefit  plan's  annual  report  pursuant to section
15(d) of the Securities  Exchange Act of 1934, as amended) 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.

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










<PAGE>


                                   SIGNATURES

      Pursuant to the  requirements  of the  Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it meets
all  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 Douglassville,  Pennsylvania,  on the Twentieth day of March
1998.

                                            STV GROUP, INCORPORATED



                                      By:   /s/ Michael Haratunian
                                            ------------------------------------
                                            Michael Haratunian
                                            Chairman and Chief Executive Officer

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below constitutes and appoints Michael Haratunian and Peter W. Knipe and
each of them, his true and lawful  attorneys-in-fact and agents, with full power
of substitution of resubstitution,  for him and in his name, place and stead, in
any and all  capacities,  to sign any and all  amendments  to this  Registration
Statement,  and  to  file  the  same,  with  all  exhibits  thereto,  and  other
documentation  in  connection  therewith,   with  the  Securities  and  Exchange
Commission,  granting  unto said  attorneys-in-fact  and  agents  full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in 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 their substitute or substitutes,  may lawfully
do or cause to be done by virtue hereof.

         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 and on the Twentieth day of March 1998.

<TABLE>
<CAPTION>
          Name                                  Title
<S>                        <C>   

/s/ Michael Haratunian        Chairman of the Board, Chief Executive Officer and
------------------------      Director (Principal Executive Officer)
Michael Haratunian 

/s/ Dominick M. Servedio      President, Chief Operating Officer and Director
------------------------
Dominick M. Servedio

/s/ Peter W. Knipe            Secretary/Treasurer and Chief Financial Officer
------------------------      (Principal Accounting and Financial Officer)
Peter W. Knipe                             

/s/ Richard L. Holland        Director
------------------------
Richard L. Holland

/s/ Harry Prystowsky          Director
------------------------
Harry Prystowsky

/s/ Maurice Meier             Director
------------------------
Maurice Meier

/s/ William Doyle             Director
------------------------
William Doyle

/s/ Ray M. Monti              Director
------------------------
Ray M. Monti

</TABLE>
[{"type": "S-8", "sequence": "1", "description": "STV GROUP, INCORPORATED FORM S-8", "secsgml_size_bytes": 17862}]
{"company-data": {"conformed-name": "STV GROUP INC", "cik": "0000095045", "assigned-sic": "8711", "irs-number": "231698231", "state-of-incorporation": "PA", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-48383", "film-number": "98570245"}, "business-address": {"street1": "11 ROBINSON ST", "city": "POTTSTOWN", "state": "PA", "zip": "19464", "phone": "6103264600"}, "former-company": [{"former-conformed-name": "STV ENGINEERS INC", "date-changed": "19910814"}, {"former-conformed-name": "STV INC", "date-changed": "19790319"}]}
As filed with the Securities and Exchange Commission on March 20, 1998

                                                           Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                             STV GROUP, INCORPORATED
             (Exact name of Registrant as specified in its charter)

Pennsylvania                  205 West Welsh Drive                    23-1698231
(State or other         Douglassville, Pennsylvania 19518       (I.R.S. Employer
jurisdiction of         (Address, including zip code, of          Identification
incorporation or          Principal Executive Offices)                   Number)
organization)       

                             STV GROUP, INCORPORATED
                                  1995 EMPLOYEE
                                STOCK OPTION PLAN

                             STV GROUP, INCORPORATED
                             1985 STOCK OPTION PLAN

                                 Peter W. Knipe
                             STV Group, Incorporated
                              205 West Welsh Drive
                        Douglassville, Pennsylvania 19518
                                 (610) 385-8200
                     (Name, address, including zip code and
                     telephone number, including area code,
                              of agent for service)

                          Copies of Communications to:
                           G. Michael Stakias, Esquire
                        Blank Rome Comisky & McCauley LLP
                                One Logan Square
                           Philadelphia, PA 19103-6998
                                 (215) 569-5500
CALCULATION OF REGISTRATION FEE

                                                            Proposed maximum    Proposed maximum
         Title of securities             Amount to be        offering price         aggregate             Amount of
          to be registered              registered (1)         per share         offering price       registration fee
Common Stock, par value $0.01 per          685,000             $20.31 (2)       $13,789,050.00 (2)       $4,104.65
share
(1)      Plus such  indeterminate  number of shares as may be issued pursuant to
         certain anti-dilution provisions contained in the Plan.

(2)      Pursuant to Rule  457(h),  based upon the price at which stock  options
         covered by this  Registration  Statement  may be exercised  and, in the
         case where such  price is not known,  upon the  average of the high and
         low sale  prices of STV Group,  Incorporated  Common  Stock,  par value
         $0.01 per share, reported on the NASDAQ National Market System on March
         16, 1998.
PART I.   INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information.

         The document(s)  containing the information specified in Item 1 will be
sent or given to employees as specified in Rule  428(b)(1)  and are not required
to be filed as part of this Registration Statement.

Item 2. Registrant Information and Employee Plan Annual Information.

         The document(s)  containing the information specified in Item 2 will be
sent or given to employees as specified in Rule  428(b)(1)  and are not required
to be filed as part of this Registration Statement.

PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Certain Documents by Reference.

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

         (i) The  Company's  Annual  Report on Form 10-K for the  fiscal  year 
ended September 30, 1997;

         (ii) All other reports filed  pursuant to Section 13(a) or 15(d) of the
Exchange  Act since the end of the fiscal year  covered by the Annual  Report on
Form 10-K referred to in (i) above; and

         All reports and other documents  subsequently filed by the Company with
the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended,  after the date of this Registration Statement
but prior to the filing of a  post-effective  amendment which indicates that all
securities  offered hereunder have been sold or which deregisters all securities
then remaining unsold hereunder, shall be deemed to be incorporated by reference
in this  Registration  Statement and to be a part hereof from the date of filing
of such documents.

Item 4. Description of Securities.

         Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not Applicable.

Item 6. Indemnification of Directors and Officers.

         Section  1741  through  1750  of  Subchapter  D,  Chapter  17,  of  the
Pennsylvania Business Corporation Law of 1988, as amended, (the "BCL"),  contain
provisions for mandatory and  discretionary  indemnification  of a corporation's
directors, officers and other personnel, and related matters.

         Under Section 1741, subject to certain  limitations,  a corporation has
the  power  to  indemnify   directors  and  officers  under  certain  prescribed
circumstances against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement  actually and reasonably  incurred in connection with
an  action  or  proceeding,   whether   civil,   criminal,   administrative   or
investigative,  to  which  any of them  is a  party  by  reason  of his  being a
representative, director or officer of the corporation or serving at the request
of the  corporation as a  representative  of another  corporation,  partnership,
joint  venture,  trust or other  enterprise,  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 proceeding,  had no reasonable
cause to believe his conduct was unlawful.  Under Section 1743,  indemnification
is mandatory to the extent that the officer or director has been  successful  on
the  merits  or  otherwise  in  defense  of  any  action  or  proceeding  if the
appropriate standards of conduct are met.
Section 1742 provides for  indemnification in derivative actions except
in  respect  of any  claim,  issue or  matter as to which  the  person  has been
adjudged to be liable to the corporation  unless and only to the extent that the
proper court  determines  upon  application  that,  despite the  adjudication of
liability but in view of all the circumstances of the case, the person is fairly
and  reasonably  entitled to  indemnity  for the  expenses  that the court deems
proper.

         Section  1744  provides   that,   unless   ordered  by  a  court,   any
indemnification under Section 1741 or 1742 shall be made by the corporation only
as authorized in the specific case upon a determination  that the representative
met the applicable  standard of conduct,  and such determination will be made by
the board of  directors  (i) by a  majority  vote of a quorum of  directors  not
parties to the action or proceeding;  (ii) if a quorum is not obtainable,  or if
obtainable and a majority of disinterested  directors so directs, by independent
legal counsel; or (iii) by the shareholders.

         Section 1745 provides that expenses  incurred by an officer,  director,
employee or agent in defending a civil or criminal  action or proceeding  may be
paid by the  corporation  in advance of the final  disposition of such action or
proceeding  upon  receipt of an  undertaking  by or on behalf of such  person to
repay such amount if it shall  ultimately  be  determined  that he or she is not
entitled to be indemnified by the corporation.

         Section 1746 provides  generally that, except in any case where the act
or failure to act giving rise to the claim for  indemnification is determined by
a  court  to  have  constituted   willful   misconduct  or   recklessness,   the
indemnification  and  advancement of expenses  provided by Subchapter 17D of the
BCL shall not be deemed  exclusive of any other rights to which a person seeking
indemnification  or  advancement  of expenses  may be entitled  under any bylaw,
agreement, vote of shareholders or disinterested directors or otherwise, both as
to action in his or her official  capacity and as to action in another  capacity
while holding that office.

         Section 1747 grants to a corporation the power to purchase and maintain
insurance on behalf of any director or officer against any liability incurred by
him or her in his or her  capacity  as officer or  director,  whether or not the
corporation  would have the power to indemnify  him or her against the liability
under Subchapter 17D of the BCL.

         Section 1748 and 1749 extend the  indemnification  and  advancement  of
expenses  provisions  contained  in  Subchapter  17D  of the  BCL  to  successor
corporations  in  fundamental   changes  and  to   representatives   serving  as
fiduciaries of employee benefit plans.

         Section 1750  provides  that the  indemnification  and  advancement  of
expenses  provided by, or granted pursuant to, Subchapter 17D of the BCL, shall,
unless  otherwise  provided when  authorized or ratified,  continue as to a p or
agent and shall inure to the benefit of the heirs and personal representative of
such person.

         The  Company's  Bylaws  provide  in  general  that  the  Company  shall
indemnify its officers and directors to the fullest extent authorized by law.

Item 7. Exemption from Registration Claimed

         Not Applicable.
Item 8. Exhibits

         The following exhibits are filed as part of this Registration Statement
or, where so indicated,  have been previously filed and are incorporated  herein
by reference.
Exhibit No.        Description
5.1           Opinion of Counsel regarding legality.

            23.1           Consent of Ernst & Young LLP

            23.2           Consent of Counsel (included as part of Exhibit 5.1).

            24.1           Power of Attorney (included on pages 7 and 8)

           *99.1           1985 Stock Option Plan

            99.2           1995 Employee Stock Option Plan
----------------------

*   Incorporated by reference from the Company's  Annual Report on Form 10-K for
    the fiscal year ended September 30, 1987.

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, as amended:

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

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

      Provided,  however,  that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the registration statement is on Form S-3 or S-8 and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to section 13 or section 15(d)
of the Securities  Exchange Act of 1934, as amended,  that are  incorporated  by
reference in the Registration Statement.

               (2) That for the purpose of determining  any liability  under the
Securities Act of 1933, as amended, each such post-effective  amendment shall be
deemed to be a new  Registration  Statement  relating to the securities  offered
therein,  and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(3) To  remove  from  registration  by means of a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

      (b) The undersigned  registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities  Act of 1933, as amended,  each
filing of the  registrant's  annual report  pursuant to section 13(a) or section
15(d) of the Securities Exchange Act of 1934, as amended (and, where applicable,
each filing of an employee  benefit  plan's  annual  report  pursuant to section
15(d) of the Securities  Exchange Act of 1934, as amended) 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.

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

      Pursuant to the  requirements  of the  Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it meets
all  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 Douglassville,  Pennsylvania,  on the Twentieth day of March
1998.

                                            STV GROUP, INCORPORATED

                                      By:   /s/ Michael Haratunian
                                            ------------------------------------
                                            Michael Haratunian
                                            Chairman and Chief Executive Officer

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below constitutes and appoints Michael Haratunian and Peter W. Knipe and
each of them, his true and lawful  attorneys-in-fact and agents, with full power
of substitution of resubstitution,  for him and in his name, place and stead, in
any and all  capacities,  to sign any and all  amendments  to this  Registration
Statement,  and  to  file  the  same,  with  all  exhibits  thereto,  and  other
documentation  in  connection  therewith,   with  the  Securities  and  Exchange
Commission,  granting  unto said  attorneys-in-fact  and  agents  full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in 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 their substitute or substitutes,  may lawfully
do or cause to be done by virtue hereof.

         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 and on the Twentieth day of March 1998.
Name                                  Title
/s/ Michael Haratunian        Chairman of the Board, Chief Executive Officer and
------------------------      Director (Principal Executive Officer)
Michael Haratunian 

/s/ Dominick M. Servedio      President, Chief Operating Officer and Director
------------------------
Dominick M. Servedio

/s/ Peter W. Knipe            Secretary/Treasurer and Chief Financial Officer
------------------------      (Principal Accounting and Financial Officer)
Peter W. Knipe                             

/s/ Richard L. Holland        Director
------------------------
Richard L. Holland

/s/ Harry Prystowsky          Director
------------------------
Harry Prystowsky

/s/ Maurice Meier             Director
------------------------
Maurice Meier

/s/ William Doyle             Director
------------------------
William Doyle

/s/ Ray M. Monti              Director
------------------------
Ray M. Monti