As filed with the Securities and Exchange Commission on December 4, 1998
                                                     Registration No.
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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


                          BLC FINANCIAL SERVICES, INC.
             (Exact Name of Registrant as Specified in its Charter)


           Delaware                                      75-1430406
 (State or Other Jurisdiction               (I.R.S. Employer Identification No.)
of Incorporation or Organization


                               645 Madison Avenue
                            New York, New York 10022
                                 (212) 751-5626
               (Address, Including Zip Code, and Telephone Number,
        including Area Code, of Registrant's Principal Executive Offices)


                    BLC FINANCIAL SERVICES, INC. 401(K) PLAN
                              (Full Title of Plan)


                             Robert F. Tannenhauser
                                    President
                          BLC Financial Services, Inc.
                               645 Madison Avenue
                            New York, New York 10022
                                 (212) 751-5626
                     (Name and Address, Including Zip Code,
        and Telephone Number, Including Area Code, of Agent For Service)

                                   Copies to:

                                Simeon Gold, Esq.
                           Weil, Gotshal & Manges LLP
                                767 Fifth Avenue
                            New York, New York 10153
                                 (212) 310-8000


                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===================================================================================================================================
 Title of Each Class of Securities to be      Amount to be         Proposed Maximum       Proposed Maximum          Amount of
               Registered                     Registered(1)       Offering Price Per     Aggregate Offering      Registration Fee
                                                                       Share(2)               Price(2)
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                          <C>                  <C>                    <C>                     <C>          
Common Stock, par value $0.01 per share          100,000                 $2.22                $222,000                $61.72
===================================================================================================================================
</TABLE>

(1) Pursuant to Rule 416(c) under the Securities Act of 1933, this registration
statement covers an indeterminate amount of interests to be offered or sold
pursuant to the employee benefit plan described therein. (2) Computed solely for
the purpose of calculating the registration fee pursuant to Rule 457(h) under
the Securities Act of 1933 based upon a good faith estimate of the aggregate
number of shares of Common Stock of the Registrant to be purchased by the
Trustee pursuant to the Plan at the average of the high and low prices of the
Registrant's Common Stock as reported on the American Stock Exchange on November
27, 1998.

================================================================================


NYFS12...:\99\26799\0004\2097\FRMN178M.32B
<PAGE>
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.

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

Item 2.

            Upon written or oral request, any of the documents incorporated by
reference in Item 3 of Part II of this Registration Statement (which documents
are incorporated by reference in this Section 10(a) Prospectus), other documents
required to be delivered to eligible employees pursuant to Rule 428(b) or
additional information about the 401(k) Plan of the Registrant and the
Registrant and the administrators of such plan are available without charge by
contacting:


                         BLC Financial Services, Inc.
                              645 Madison Avenue
                           New York, New York 10022
                                (212) 751-5626
                        Attention: Corporate Secretary



<PAGE>
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

            The following documents filed with the Commission by BLC Financial
Services, Inc. (the "Corporation") are incorporated herein by reference:

            (a) The Corporation's Annual Report on Form 10-K for the fiscal year
ended June 30, 1998.

            (b) The Corporation's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1998.

            (c) The description of the Corporation's Common Stock, par value
$0.01 per share (the "Common Stock"), contained in the Corporation's
registration statement on Form 8-A/A, dated December 4, 1998, filed with the
Commission pursuant to Section 12 of the Exchange Act, including any amendment
or report filed for the purpose of updating such description.

            All documents subsequently filed by the Corporation with the
Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act,
prior to the filing of a post-effective amendment to this Registration Statement
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, 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 145 of the General Corporation Law of the State of Delaware
(the "Delaware Code") empowers a Delaware corporation to indemnify any person
who was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of the
corporation) by reason of the fact that such person is or was a director,
officer, employee or agent of such corporation or is or was serving at the
request of such corporation as a director, officer, employee or agent of another
corporation, partnership, joint, venture, trust or other enterprise. The
indemnity may include expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding, provided that 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 corporation and, with respect to any
criminal action or proceeding, had no reasonable cause to believe such person's
conduct was unlawful. A Delaware corporation may indemnify directors, officers,
employees and other agents of such corporation in an action by or in the right
of the corporation under the same conditions, except that no indemnification is
permitted without judicial approval if the person to be indemnified has been
adjudged to be liable to the corporation. Where a director, officer, employee or
agent of the corporation is successful on the merits or otherwise in the defense
of any



                                    II-1
<PAGE>
action, suit or proceeding referred to above or in defense of any claim, issue
or matter therein, the corporation must indemnify such person against the
expenses (including attorneys' fees) which he or she actually and reasonably
incurred in connection therewith.

            The Corporation's Amended and Restated Certificate of Incorporation
contains a provision that indemnifies officers and directors to the fullest
extent permitted by, and in the manner permissible under, the Delaware Code.

            As permitted by Section 102(b)(7) of the Delaware Code, the
Corporation's Amended and Restated Certificate of Incorporation contains a
provision eliminating the personal liability of a director to the Corporation or
its stockholders for monetary damages for breach of fiduciary duty as a
director, subject to certain exceptions.

            The Registrant maintains policies insuring its officers and
directors against certain civil liabilities, including liabilities under the
Securities Act.

            Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons controlling
the Corporation as disclosed above, the Corporation has been informed 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.

Item 7. Exemption from Registration Claimed.

            Not applicable.

Item 8. Exhibits.

            4.1      -      Amended and Restated Certificate of Incorporation of
                            the Corporation (incorporated by reference to
                            Exhibit 1.3 of the Company's Annual Report on Form
                            10-K for the year ended June 30, 1997).

            4.2      -      Amended and Restated By-Laws of the Corporation
                            (incorporated by reference to Exhibit 1.4 of the
                            Company's Annual Report on Form 10-K for the year
                            ended June 30, 1997).

            4.3      -      BLC Financial Services, Inc. 401(k) Plan.

            23.2     -      Consent of Richard A. Eisner & Company, LLP.

            24       -      Power of Attorney (included as part of the signature
                            page to this Registration Statement and incorporated
                            herein by reference).

Item 9. Undertakings.

      (a)   The 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;



                                    II-2
<PAGE>
                  (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. 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 and 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 change in volume and
                        price represent no more than 20 percent change in the
                        maximum aggregate offering price set forth in the
                        "Calculation of Registration Fee" table in the effective
                        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)(ii) do not apply if
                  the registration statement is on Form S-3, Form S-8 or Form
                  F-3, and the information required to be included in a
                  post-effective amendment by those paragraphs is contained in
                  periodic reports filed with or furnished to the Commission by
                  the registrant pursuant to Section 13 or 15(d) of the
                  Securities Exchange Act of 1934 that are incorporated by
                  reference in the registration statement.

            (2)   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
                  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 to submit the Plan and
            any amendments thereto to the Internal Revenue Service (the "IRS")
            in a timely manner and to make all changes required by the IRS to
            qualify the Plan under Section 401(k) of the Internal revenue Code,
            as amended to date.

      (c)   The undersigned Registrant hereby undertakes that, for purposes of
            determining any 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 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.

      (d)   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
            Securities Act of 1933 and is, therefore, unenforceable. In the
            event that a claim for



                                    II-3
<PAGE>
            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 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 of 1933 and
            will be governed by the final adjudication of such issue.

















                                    II-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
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of New York, State of New York, on this 25th day of
November, 1998.


                                       BLC FINANCIAL SERVICES, INC.

                                       By: /s/ Robert S. Tannenhauser
                                           -------------------------------------
                                           Robert F. Tannenhauser
                                           President, Chairman of the Board,
                                           Chief Executive Officer and Director



                               POWER OF ATTORNEY

            KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of Robert F. Tannenhauser and
Jennifer Goldstein acting individually, his or her true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him or her and in his or her 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 documents in connection
therewith, with the Securities and Exchange Commission, 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 and about the
premises, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his or her substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.

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


      Signature                       Title                           Date
      ---------                       -----                           ----


/s/ Robert F. Tannehauser       President, Chairman of the    November 25, 1998
----------------------------    Board, Chief Executive 
Robert F. Tannenhauser          Officer and Director



/s/ Jennifer M. Goldstein       Treasurer (Principal          November 25, 1998
----------------------------    Financial and Accounting 
Jennifer M. Goldstein           Officer)      



/s/ Peter Blanck                Director                      November 25, 1998
----------------------------
Peter D. Blanck



/s/ Robert D'Loren              Director                      November 25, 1998
----------------------------
Robert W. D'Loren



/s/ Irwin Redlener              Director                      November 25, 1998
----------------------------
Irwin E. Redlener, M.D.




                                    II-5
<PAGE>
                                Director                    
----------------------------
Kenneth S. Schwartz, M.D.



/s/ Robert Wien                 Director                    November 24, 1998
----------------------------
Robert W. Wien


                                Director                    
----------------------------
Jerome Alenick


            Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto authorized, in the City of New York, State of New York,
on November 25, 1998.



                                          BLC FINANCIAL SERVICES, INC.
                                          401(K) PLAN

                                          By: /s/ Louis Hafkin 
                                              ---------------------------------
                                              Name: Louis Hafkin
                                              Title: Controller




                                    II-6
<PAGE>
                                  EXHIBIT INDEX

Exhibit No.          Description
-----------          -----------

      4.1   -     Amended and Restated Certificate of Incorporation of the
                  Corporation (incorporated by reference to Exhibit 1.3 of the
                  Company's Annual Report on Form 10-K for the year ended June
                  30, 1997).

      4.2   -     Amended and Restated By-Laws of the Corporation (incorporated
                  by reference to Exhibit 1.4 of the Company's Annual Report on
                  Form 10-K for the year ended June 30, 1997).

      4.3   -     BLC Financial Services, Inc. 401(k) Plan.

      23.2  -     Consent of Richard A. Eisner & Company, LLP.

      24    -     Power of Attorney (included as part of the signature page to
                  this Registration Statement and incorporated herein by
                  reference).
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 22064}]
{"company-data": {"conformed-name": "BLC FINANCIAL SERVICES INC", "cik": "0000912737", "assigned-sic": "6159", "irs-number": "751430406", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-68429", "film-number": "98764459"}, "business-address": {"street1": "919 THIRD AVE", "street2": "17TH FLR", "city": "NEW YORK", "state": "NY", "zip": "10022", "phone": "2127515626"}}
As filed with the Securities and Exchange Commission on December 4, 1998
                                                     Registration No.
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                          BLC FINANCIAL SERVICES, INC.
             (Exact Name of Registrant as Specified in its Charter)

           Delaware                                      75-1430406
 (State or Other Jurisdiction               (I.R.S. Employer Identification No.)
of Incorporation or Organization

                               645 Madison Avenue
                            New York, New York 10022
                                 (212) 751-5626
               (Address, Including Zip Code, and Telephone Number,
        including Area Code, of Registrant's Principal Executive Offices)

                    BLC FINANCIAL SERVICES, INC. 401(K) PLAN
                              (Full Title of Plan)

                             Robert F. Tannenhauser
                                    President
                          BLC Financial Services, Inc.
                               645 Madison Avenue
                            New York, New York 10022
                                 (212) 751-5626
                     (Name and Address, Including Zip Code,
        and Telephone Number, Including Area Code, of Agent For Service)

                                   Copies to:

                                Simeon Gold, Esq.
                           Weil, Gotshal & Manges LLP
                                767 Fifth Avenue
                            New York, New York 10153
                                 (212) 310-8000

                         CALCULATION OF REGISTRATION FEE
===================================================================================================================================
 Title of Each Class of Securities to be      Amount to be         Proposed Maximum       Proposed Maximum          Amount of
               Registered                     Registered(1)       Offering Price Per     Aggregate Offering      Registration Fee
                                                                       Share(2)               Price(2)
-----------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $0.01 per share          100,000                 $2.22                $222,000                $61.72
===================================================================================================================================
(1) Pursuant to Rule 416(c) under the Securities Act of 1933, this registration
statement covers an indeterminate amount of interests to be offered or sold
pursuant to the employee benefit plan described therein. (2) Computed solely for
the purpose of calculating the registration fee pursuant to Rule 457(h) under
the Securities Act of 1933 based upon a good faith estimate of the aggregate
number of shares of Common Stock of the Registrant to be purchased by the
Trustee pursuant to the Plan at the average of the high and low prices of the
Registrant's Common Stock as reported on the American Stock Exchange on November
27, 1998.

================================================================================

NYFS12...:\99\26799\0004\2097\FRMN178M.32B
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.

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

Item 2.

            Upon written or oral request, any of the documents incorporated by
reference in Item 3 of Part II of this Registration Statement (which documents
are incorporated by reference in this Section 10(a) Prospectus), other documents
required to be delivered to eligible employees pursuant to Rule 428(b) or
additional information about the 401(k) Plan of the Registrant and the
Registrant and the administrators of such plan are available without charge by
contacting:

                         BLC Financial Services, Inc.
                              645 Madison Avenue
                           New York, New York 10022
                                (212) 751-5626
                        Attention: Corporate Secretary
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

            The following documents filed with the Commission by BLC Financial
Services, Inc. (the "Corporation") are incorporated herein by reference:

            (a) The Corporation's Annual Report on Form 10-K for the fiscal year
ended June 30, 1998.

            (b) The Corporation's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1998.

            (c) The description of the Corporation's Common Stock, par value
$0.01 per share (the "Common Stock"), contained in the Corporation's
registration statement on Form 8-A/A, dated December 4, 1998, filed with the
Commission pursuant to Section 12 of the Exchange Act, including any amendment
or report filed for the purpose of updating such description.

            All documents subsequently filed by the Corporation with the
Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act,
prior to the filing of a post-effective amendment to this Registration Statement
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, 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 145 of the General Corporation Law of the State of Delaware
(the "Delaware Code") empowers a Delaware corporation to indemnify any person
who was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of the
corporation) by reason of the fact that such person is or was a director,
officer, employee or agent of such corporation or is or was serving at the
request of such corporation as a director, officer, employee or agent of another
corporation, partnership, joint, venture, trust or other enterprise. The
indemnity may include expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding, provided that 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 corporation and, with respect to any
criminal action or proceeding, had no reasonable cause to believe such person's
conduct was unlawful. A Delaware corporation may indemnify directors, officers,
employees and other agents of such corporation in an action by or in the right
of the corporation under the same conditions, except that no indemnification is
permitted without judicial approval if the person to be indemnified has been
adjudged to be liable to the corporation. Where a director, officer, employee or
agent of the corporation is successful on the merits or otherwise in the defense
of any

                                    II-1
action, suit or proceeding referred to above or in defense of any claim, issue
or matter therein, the corporation must indemnify such person against the
expenses (including attorneys' fees) which he or she actually and reasonably
incurred in connection therewith.

            The Corporation's Amended and Restated Certificate of Incorporation
contains a provision that indemnifies officers and directors to the fullest
extent permitted by, and in the manner permissible under, the Delaware Code.

            As permitted by Section 102(b)(7) of the Delaware Code, the
Corporation's Amended and Restated Certificate of Incorporation contains a
provision eliminating the personal liability of a director to the Corporation or
its stockholders for monetary damages for breach of fiduciary duty as a
director, subject to certain exceptions.

            The Registrant maintains policies insuring its officers and
directors against certain civil liabilities, including liabilities under the
Securities Act.

            Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons controlling
the Corporation as disclosed above, the Corporation has been informed 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.

Item 7. Exemption from Registration Claimed.

            Not applicable.

Item 8. Exhibits.

            4.1      -      Amended and Restated Certificate of Incorporation of
                            the Corporation (incorporated by reference to
                            Exhibit 1.3 of the Company's Annual Report on Form
                            10-K for the year ended June 30, 1997).

            4.2      -      Amended and Restated By-Laws of the Corporation
                            (incorporated by reference to Exhibit 1.4 of the
                            Company's Annual Report on Form 10-K for the year
                            ended June 30, 1997).

            4.3      -      BLC Financial Services, Inc. 401(k) Plan.

            23.2     -      Consent of Richard A. Eisner & Company, LLP.

            24       -      Power of Attorney (included as part of the signature
                            page to this Registration Statement and incorporated
                            herein by reference).

Item 9. Undertakings.

      (a)   The 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;

                                    II-2
(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. 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 and 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 change in volume and
                        price represent no more than 20 percent change in the
                        maximum aggregate offering price set forth in the
                        "Calculation of Registration Fee" table in the effective
                        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)(ii) do not apply if
                  the registration statement is on Form S-3, Form S-8 or Form
                  F-3, and the information required to be included in a
                  post-effective amendment by those paragraphs is contained in
                  periodic reports filed with or furnished to the Commission by
                  the registrant pursuant to Section 13 or 15(d) of the
                  Securities Exchange Act of 1934 that are incorporated by
                  reference in the registration statement.

            (2)   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
                  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 to submit the Plan and
            any amendments thereto to the Internal Revenue Service (the "IRS")
            in a timely manner and to make all changes required by the IRS to
            qualify the Plan under Section 401(k) of the Internal revenue Code,
            as amended to date.

      (c)   The undersigned Registrant hereby undertakes that, for purposes of
            determining any 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 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.

      (d)   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
            Securities Act of 1933 and is, therefore, unenforceable. In the
            event that a claim for

                                    II-3
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 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 of 1933 and
            will be governed by the final adjudication of such issue.

                                    II-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
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of New York, State of New York, on this 25th day of
November, 1998.

                                       BLC FINANCIAL SERVICES, INC.

                                       By: /s/ Robert S. Tannenhauser
                                           -------------------------------------
                                           Robert F. Tannenhauser
                                           President, Chairman of the Board,
                                           Chief Executive Officer and Director

                               POWER OF ATTORNEY

            KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of Robert F. Tannenhauser and
Jennifer Goldstein acting individually, his or her true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him or her and in his or her 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 documents in connection
therewith, with the Securities and Exchange Commission, 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 and about the
premises, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his or her substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.

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

      Signature                       Title                           Date
      ---------                       -----                           ----

/s/ Robert F. Tannehauser       President, Chairman of the    November 25, 1998
----------------------------    Board, Chief Executive 
Robert F. Tannenhauser          Officer and Director

/s/ Jennifer M. Goldstein       Treasurer (Principal          November 25, 1998
----------------------------    Financial and Accounting 
Jennifer M. Goldstein           Officer)      

/s/ Peter Blanck                Director                      November 25, 1998
----------------------------
Peter D. Blanck

/s/ Robert D'Loren              Director                      November 25, 1998
----------------------------
Robert W. D'Loren

/s/ Irwin Redlener              Director                      November 25, 1998
----------------------------
Irwin E. Redlener, M.D.

                                    II-5
Director                    
----------------------------
Kenneth S. Schwartz, M.D.

/s/ Robert Wien                 Director                    November 24, 1998
----------------------------
Robert W. Wien

                                Director                    
----------------------------
Jerome Alenick

            Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto authorized, in the City of New York, State of New York,
on November 25, 1998.

                                          BLC FINANCIAL SERVICES, INC.
                                          401(K) PLAN

                                          By: /s/ Louis Hafkin 
                                              ---------------------------------
                                              Name: Louis Hafkin
                                              Title: Controller

                                    II-6
EXHIBIT INDEX

Exhibit No.          Description
-----------          -----------

      4.1   -     Amended and Restated Certificate of Incorporation of the
                  Corporation (incorporated by reference to Exhibit 1.3 of the
                  Company's Annual Report on Form 10-K for the year ended June
                  30, 1997).

      4.2   -     Amended and Restated By-Laws of the Corporation (incorporated
                  by reference to Exhibit 1.4 of the Company's Annual Report on
                  Form 10-K for the year ended June 30, 1997).

      4.3   -     BLC Financial Services, Inc. 401(k) Plan.

      23.2  -     Consent of Richard A. Eisner & Company, LLP.

      24    -     Power of Attorney (included as part of the signature page to
                  this Registration Statement and incorporated herein by
                  reference).