As filed with the Securities and Exchange Commission June 3, 1995

                             File No. 33-99376

- -----------------------------------------------------------------
                                    
                   SECURITIES AND EXCHANGE COMMISSION
                         Washington, D. C. 20549
                                    
                                FORM S-8
         Registration Statement Under the Securities Act of 1933
                                    
                     PRINCETON AMERICAN CORPORATION
         (Exact Name of Registrant as Specified in its Charter)

State of Nevada                                                  22-1848644
(State or Other Jurisdiction of                    (IRS Identification No.)
Incorporation or Organization
                                    
         2222 East Camelback Road, Suite 200, Phoenix, AZ 85016
          (Address of Principal Executive Offices)   (Zip Code)
                                    
                   EMPLOYEE & CONSULTING SERVICES PLAN
                         (Full Title of the Plan
                                    
                       Laughlin & Associates, Inc.
            2533 North Carson Street, Carson City, NV  89706
                 (Name and Address of Agent for Service)
                             (702) 883-8484
       (Telephone Number Including Area Code of Agent for Service)
                              (702) 883-8484

If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933, other than securities offered
only in connection with dividend or interest reinvestment plans,
check the following line:     X   
<PAGE>
                      CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered:                          Common Stock
Amount to be Registered:                                          4,000,000
Proposed Maximum Offering Priced Per Share:                        $0.62(1)
Proposed Maximum Aggregate Offering Price:                        2,480,000
Amount of Registration Fee:                                            $855

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

This registration statement also relates to Form S-8 Registration
Statement No. 33-99376 and by reference is incorporated therein. 
Under such Registration Statement, Registrant registered
3,000,000 shares of common stock, respectively, for issuance
under Registrant's Employee & Consulting Services Plan.

(1)  Calculated pursuant to Rule 457(h).
(If plan interests are being registered, include the following: 
"In addition, pursuant to Rule 416(c) under the Securities Act of
1933, this registration statement also covers an indeterminate
amount of interests to be offered or sold pursuant to the employee
benefit plan(s) described herein.")

Item 3.   Incorporation of Certain Documents by Reference

The Company's Annual Report on Form 10-K for the year ended May 31,
1995 and the Form 10-Q for fiscal quarter ended February 29, 1996
are hereby incorporated by reference.

All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934. as
amended, subsequent to the date hereof and prior to the filing of
a post-effective amendment which indicates that all securities
offered hereby have been sold or which de-registers all securities
covered hereby then remaining unsold shall be deemed to be
incorporated by reference herein and to be a part hereof from the
date of filing of such documents, except as to any portion of any
future Annual or Quarterly Report to Stockholders which is deemed
to be modified or modified by a statement contained in a
subsequently dated document incorporated by reference or contained
in this Registration Statement.

The documents incorporated herein by reference are available
without charge on written or oral request to the Company at 2222
East Camelback Road, Suite 200, Phoenix, AZ 85016 or (602) 954-
2600.

Item 4.   Description of Securities

Securities are registered under Section 12 of the Exchange Act.

Item 5.   Does not apply.

Item 6.   Indemnification of Directors and Officers:

Section 78.751 of the General Corporation Laws of Nevada (the
"Act") provides that a corporation may indemnify a director or
officer of the corporation and to purchase and maintain liability
insurance for those persons as, and to the extent permitted by
Article 78.752 of the Act.

The By-Laws of the Company contain provisions indemnifying its
directors and officers to the extent permitted by Section 78.751 of
the General Corporation Law of Nevada (the "Act") as amended from
time to time.

The Company's Certificate of Incorporation limits directors'
liability for monetary damages for breaches of their duties of care
owed the Company to the fullest extent permitted by Nevada law.

Item 7.   Does not apply

Item 8.   Exhibits

The following is a list of exhibits filed as part of the
Registration Statement:

          (1)  Opinion of Proper & Kirkorsky.
          (2)  Consent of Semple & Cooper, P.L.C.

Item 9.   Undertakings

The undersigned hereby undertakes:

     1)   (a)  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 120(a)(3) of the Securities Act of 1933;

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

               (iii)     To include any material information with
               respect to the plan of distribution not previously
               disclosed in the registration statement or any
               material change to such information in the regis
               tration statement;

               Provided, however, that paragraphs (1)(a)(i) and
               (1)(a)(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 con
               tained in periodic reports filed by the Registrant
               pursuant to Section 15(d) of the Securities
               Exchange Act of 1934 that are incorporated by
               reference in the Registration Statement.

          (b)  That, for the purpose of determining any liability
               under the Securities Act of 1933, each such post-
               effective amendment shall be deemed to be a new
               registration statement relating to the securities
               offered therein, and the offering of such securi
               ties at that time shall be deemed to be the initial
               benefit offering thereof.

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

     3)   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, unenforce
     able.  In the event that a claim for indemnification against
     such liabilities (other than the payment by the registrant of
     expense 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 1934, 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 the City
of Phoenix, State of Arizona, on the 12th day of June, 1996.    

     

By   S/ DALE E. EYMAN
     Dale E. Eyman, President


Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.

Signature and Title                                                    Date




S/DALE E. EYMAN                                               June 12, 1996
Dale E. Eyman                      
President, Director,
Chief Executive Officer



S/DAVID S. SMITH                                              June 12, 1996
David S. Smith                     
Secretary, Treasurer,
Director, CFO



S/ MICHAEL B. MOONEY                                          June 12, 1996
Michael B. Mooney
Director
<PAGE>
                             INDEX TO EXHIBITS



Sequentially
Exhibit Number           Description                                  Pages


(1)                      Opinion of Proper & Kirkorsky      

(2)                      Consent of Semple & Cooper P.L.C.





<PAGE>
                                SIGNATURES

Pursuant to the requirements of the Securities Act of 1934, 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 the City
of Phoenix, State of Arizona, on the 12th day of June, 1996.    

     

By                                                               
     Dale E. Eyman, President


Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 11340}]
{"company-data": {"conformed-name": "PRINCETON AMERICAN CORP", "cik": "0000080324", "assigned-sic": "6512", "irs-number": "221848644", "state-of-incorporation": "NJ", "fiscal-year-end": "0531"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-06551", "film-number": "96583980"}, "business-address": {"street1": "2222 E CAMELBACK RD STE 200", "city": "PHOENIX", "state": "AZ", "zip": "85016", "phone": "6029542600"}, "mail-address": {"street1": "2222 EAST CAMELBACK ROAD", "street2": "SUITE 200", "city": "PHOENIX", "state": "AZ", "zip": "85016"}, "former-company": {"former-conformed-name": "PRINCETON ELECTRONIC PRODUCTS INC", "date-changed": "19920703"}}
As filed with the Securities and Exchange Commission June 3, 1995

                             File No. 33-99376

- -----------------------------------------------------------------
                                    
                   SECURITIES AND EXCHANGE COMMISSION
                         Washington, D. C. 20549
                                    
                                FORM S-8
         Registration Statement Under the Securities Act of 1933
                                    
                     PRINCETON AMERICAN CORPORATION
         (Exact Name of Registrant as Specified in its Charter)

State of Nevada                                                  22-1848644
(State or Other Jurisdiction of                    (IRS Identification No.)
Incorporation or Organization
                                    
         2222 East Camelback Road, Suite 200, Phoenix, AZ 85016
          (Address of Principal Executive Offices)   (Zip Code)
                                    
                   EMPLOYEE & CONSULTING SERVICES PLAN
                         (Full Title of the Plan
                                    
                       Laughlin & Associates, Inc.
            2533 North Carson Street, Carson City, NV  89706
                 (Name and Address of Agent for Service)
                             (702) 883-8484
       (Telephone Number Including Area Code of Agent for Service)
                              (702) 883-8484

If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933, other than securities offered
only in connection with dividend or interest reinvestment plans,
check the following line:     X
CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered:                          Common Stock
Amount to be Registered:                                          4,000,000
Proposed Maximum Offering Priced Per Share:                        $0.62(1)
Proposed Maximum Aggregate Offering Price:                        2,480,000
Amount of Registration Fee:                                            $855

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

This registration statement also relates to Form S-8 Registration
Statement No. 33-99376 and by reference is incorporated therein. 
Under such Registration Statement, Registrant registered
3,000,000 shares of common stock, respectively, for issuance
under Registrant's Employee & Consulting Services Plan.

(1)  Calculated pursuant to Rule 457(h).
(If plan interests are being registered, include the following: 
"In addition, pursuant to Rule 416(c) under the Securities Act of
1933, this registration statement also covers an indeterminate
amount of interests to be offered or sold pursuant to the employee
benefit plan(s) described herein.")

Item 3.   Incorporation of Certain Documents by Reference

The Company's Annual Report on Form 10-K for the year ended May 31,
1995 and the Form 10-Q for fiscal quarter ended February 29, 1996
are hereby incorporated by reference.

All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934. as
amended, subsequent to the date hereof and prior to the filing of
a post-effective amendment which indicates that all securities
offered hereby have been sold or which de-registers all securities
covered hereby then remaining unsold shall be deemed to be
incorporated by reference herein and to be a part hereof from the
date of filing of such documents, except as to any portion of any
future Annual or Quarterly Report to Stockholders which is deemed
to be modified or modified by a statement contained in a
subsequently dated document incorporated by reference or contained
in this Registration Statement.

The documents incorporated herein by reference are available
without charge on written or oral request to the Company at 2222
East Camelback Road, Suite 200, Phoenix, AZ 85016 or (602) 954-
2600.

Item 4.   Description of Securities

Securities are registered under Section 12 of the Exchange Act.

Item 5.   Does not apply.

Item 6.   Indemnification of Directors and Officers:

Section 78.751 of the General Corporation Laws of Nevada (the
"Act") provides that a corporation may indemnify a director or
officer of the corporation and to purchase and maintain liability
insurance for those persons as, and to the extent permitted by
Article 78.752 of the Act.

The By-Laws of the Company contain provisions indemnifying its
directors and officers to the extent permitted by Section 78.751 of
the General Corporation Law of Nevada (the "Act") as amended from
time to time.

The Company's Certificate of Incorporation limits directors'
liability for monetary damages for breaches of their duties of care
owed the Company to the fullest extent permitted by Nevada law.

Item 7.   Does not apply

Item 8.   Exhibits

The following is a list of exhibits filed as part of the
Registration Statement:

          (1)  Opinion of Proper & Kirkorsky.
          (2)  Consent of Semple & Cooper, P.L.C.

Item 9.   Undertakings

The undersigned hereby undertakes:

     1)   (a)  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 120(a)(3) of the Securities Act of 1933;

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

               (iii)     To include any material information with
               respect to the plan of distribution not previously
               disclosed in the registration statement or any
               material change to such information in the regis
               tration statement;

               Provided, however, that paragraphs (1)(a)(i) and
               (1)(a)(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 con
               tained in periodic reports filed by the Registrant
               pursuant to Section 15(d) of the Securities
               Exchange Act of 1934 that are incorporated by
               reference in the Registration Statement.

          (b)  That, for the purpose of determining any liability
               under the Securities Act of 1933, each such post-
               effective amendment shall be deemed to be a new
               registration statement relating to the securities
               offered therein, and the offering of such securi
               ties at that time shall be deemed to be the initial
               benefit offering thereof.

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

     3)   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, unenforce
     able.  In the event that a claim for indemnification against
     such liabilities (other than the payment by the registrant of
     expense 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 1934, 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 the City
of Phoenix, State of Arizona, on the 12th day of June, 1996.    

     

By   S/ DALE E. EYMAN
     Dale E. Eyman, President

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.

Signature and Title                                                    Date

S/DALE E. EYMAN                                               June 12, 1996
Dale E. Eyman                      
President, Director,
Chief Executive Officer

S/DAVID S. SMITH                                              June 12, 1996
David S. Smith                     
Secretary, Treasurer,
Director, CFO

S/ MICHAEL B. MOONEY                                          June 12, 1996
Michael B. Mooney
Director
INDEX TO EXHIBITS

Sequentially
Exhibit Number           Description                                  Pages

(1)                      Opinion of Proper & Kirkorsky      

(2)                      Consent of Semple & Cooper P.L.C.
SIGNATURES

Pursuant to the requirements of the Securities Act of 1934, 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 the City
of Phoenix, State of Arizona, on the 12th day of June, 1996.    

     

By                                                               
     Dale E. Eyman, President

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.