As filed with the Securities and Exchange Commission on May 30, 1996

                                           Registration No. 33-               

	SECURITIES AND EXCHANGE COMMISSION
	Washington, DC  20549

	FORM S-8
	Registration Statement
	 under
	The Securities Act of 1933


	              QUAD SYSTEMS CORPORATION                 
	(Exact name of issuer as specified in its charter)



            Delaware                	               23-2180139           
(State or other jurisdiction of	      (I.R.S. Employer Identification No.)
 incorporation or organization)


Two Electronic Drive 
Horsham, Pennsylvania                   			   19044   
(Address of principal executive offices)		       Zip Code


	Quad Systems Corporation 1993 Stock Option Plan
	(Full title of the plan)

	David W. Smith 
	President
	Quad Systems Corporation
	Two Electronic Drive
	  Horsham, Pennsylvania 19044  
			     (Name and address of agent for service)


	                     (215) 657-6202                         
	(Telephone number, including area code, of agent for service)


	Copy to:

	Raymond D. Agran, Esquire
	Ballard Spahr Andrews & Ingersoll
	1735 Market Street
	 51st Floor
	Philadelphia, Pennsylvania  19103-7599
	(215) 665-8500
	



<TABLE>
<CAPTION>
	CALCULATION OF ADDITIONAL REGISTRATION FEE
	                                                                                

					                            	Proposed  	Proposed
	 	        	         	Additional 	maximum   	maximum   	Amount of
			                  	Amount	    	offering	 	aggregate 	Additional
Title of securities			to be	     	price per 	offering	 	Registration
to be registered		   	register    share (1) 	price	    	Fee
<S>			               	<C>	       	<C>	      	<C>	      	<C>

Common Stock, $.03	  	300,000(2)	  $9.00   	$2,700,000	  $931.03
  par value
                                                                           
</TABLE>
(1)	Calculated pursuant to Rule 457(h) and Rule 457(c) under the Securities
Act of 1933, based upon the average of the high and low prices of the Company's 
Common Stock on the Nasdaq National Market on May 28, 1996.

(2)	This Registration Statement also relates to 600,000 shares of Common Stock, 
$.03 per value, previously registered pursuant to a Registration Statement on 
Form S-8 and filed with the Securities and Exchange Commission (Registration 
No. 33-71590 ) with respect to the Quad Systems Corporation 1993 Stock Option 
Plan (the "Plan").  The current filing is being made to reflect an increase of 
300,000 shares in the number of shares issuable under the Plan.

(3)	Pursuant to Rule 416 under the Securities Act of 1933, this Registration 
Statement also covers such additional shares as may hereinafter be offered or 
issued to prevent dilution resulting from stock splits, stock dividends, 
recapitalizations or certain other capital adjustments



	PART II

	INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.	  Incorporation of Documents by Reference.  

	  The following documents filed by Quad Systems Corporation (the 
"Registrant") with the Securities and Exchange Commission pursuant to 
the Securities Exchange Act of 1934 are incorporated into this 
registration statement by reference:  

1. 	The Registrant's Annual Report on Form 10-K, for the 
year ended September 24, 1995.  

2. 	The Registrant's Quarterly Report on Form 10-Q for the 
quarter ended March 24, 1996.  

3. 	The description of the Registrant's shares of Common 
Stock, par value $.03 per share (the "Common Stock"), contained in the 
Registration Statement filed by the Registrant to register such 
securities under the Securities Exchange Act of 1934, including all 
amendments and reports filed for the purpose of updating such 
description prior to the termination of the offering of the Common 
Stock offered hereby.  

	 All documents filed by the Registrant pursuant to Section 13(a), 
13(c), 14 and 15(d) of the Securities Exchange Act of 1934 after the 
date of this registration statement and prior to the filing of a 
post-effective amendment to this Registration Statement which 
indicates that all securities offered hereby 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 such documents.  Any statement 
contained in a document incorporated by reference herein shall be 
deemed to be modified or superseded for purposes hereof to the extent 
that a statement contained herein (or in any other subsequently filed 
document which also is incorporated by reference herein) modifies or 
supersedes such statement.  Any statement so modified or superseded 
shall not be deemed to constitute a part hereof except as so modified 
or superseded.  

Item 4.	  Description of Securities.  

	  Not applicable.  

Item 5.	  Interests of Named Experts and Counsel.  

	  Not applicable.  



Item 6.	  Indemnification of Directors and Officers.  

	  Under Section 145 of the General Corporation Law of the State 
of Delaware, as amended, the Registrant has the power to indemnify 
directors and officers under prescribed circumstances and subject to 
certain limitations against certain costs and expenses, including 
attorneys' fees actually and reasonably incurred in connection with 
any action, suit or proceeding, whether civil, criminal, 
administrative or investigative, to which any of them is a party by 
reason of his or her being a director or officer of the Registrant if 
it is determined that he or she acted in accordance with the 
applicable standard of conduct set forth in such statutory provisions. 
 
	Article VII of the Company's Certificate of Incorporation, as 
amended, provides indemnification to directors and officers of the 
Registrant against all expenses, liability and loss incurred as a 
result of such person's being a party to, or threatened to be made a 
party to, any action, suit or proceeding by reason of the fact that he 
or she is or was a director of officer of the Registrant or is or was 
serving at the request of the Registrant as a director, officer, 
employee or agent of another enterprise, to the fullest extent 
authorized by the General Corporation Law of the State of Delaware.   
 Article VII of the Certificate of Incorporation further permits the 
Registrant to maintain insurance, at its expense, to protect itself 
and any such director or officer of the Registrant or another 
enterprise against any such expenses, liability or loss, whether or 
not the Registrant would have the power to indemnify such person 
against such expenses, liability or loss under the General Corporation 
Law of the State of Delaware.  Amendments, repeals or modifications of 
Article VII can only be prospective and such changes require the 
affirmative vote of not less than three-fourths of the outstanding 
shares of stock of the Registrant entitled to vote in elections of 
directors.  

	Article VII of the Registrant's By-laws generally permits 
indemnification of directors and officers to the fullest extent 
authorized by the General Corporation Law of the State of Delaware.

	The Registrant also has purchased directors' and officers' 
liability insurance.  

Item 7.	  Exemption from Registration Claimed.  

	  None.  

Item 8.	  Exhibits.  

	The following Exhibits are filed as part of this Registration Statement:

	4.1  	Quad Systems Corporation 1993 Stock Option Plan, as amended.

	5    	Opinion of Ballard Spahr Andrews & Ingersoll

	24.1 	Consent of Ernst & Young LLP, independent auditors

	24.2 	Consent of Ballard Spahr Andrews & Ingersoll (contained in Exhibit 5)

	25   	Power of Attorney (contained on signature page in Part II of 
	     	the Registration Statement)

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;  

		    (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 changes 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)(l)(i)
 and (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 
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 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 15(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 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 AND POWER OF ATTORNEY

	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 Horsham, Pennsylvania on 
May 30, 1996.

					QUAD SYSTEMS CORPORATION



					By:  \s\ David W. Smith        
					    David W. Smith, President

	KNOW ALL MEN BY THESE PRESENTS, that each person whose signature 
appears below constitutes and appoints David W. Smith, Anthony R. 
Drury and each of them, his true and lawful attorneys-in-fact and 
agents, with full power of substitution and 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 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, this 
registration statement has been signed below by the following persons 
in the capacities and on the dates indicated.  

    Signature              Title                         Date


\s\ David W. Smith   	President and Director      May 30, 1996
David W. Smith     (Principal Executive Officer)


\s\James R. Bergman  	Director                    May 30, 1996
James R. Bergman


\s\ Robert P. Pinkas 	Director                    May 30, 1996
Robert P. Pinkas


\s\ Lorin J. Randall 	Director                    May 30, 1996
Lorin J. Randall


\s\ David H. Young   	Director                    May 30, 1996
David H. Young


\s\ Anthony R. Drury 	Senior Vice President,      May 30, 1996
Anthony R. Drury     	Finance and Chief
		                   	Financial Officer
		                   	(Principal Financial
		                   	and Accounting 	Officer)


	QUAD SYSTEMS CORPORATION

	REGISTRATION STATEMENT ON FORM S-8

	EXHIBIT INDEX
Exhibit No.								                                           	Page
	
	4.1	   	Quad Systems Corporation
		      	1993 Stock Option Plan, as amended		                   10
	5	     	Opinion of Ballard Spahr Andrews & Ingersoll	         	33
	24.1	  	Consent of Ernst & Young LLP, independent auditor     	35
	24.2	  	Consent of Ballard Spahr Andrews & Ingersoll
		      	(contained in Exhibit 5)  
	25	    	Power of Attorney (contained on signature page in Part II of 
		      	the Registration Statement)



									Exhibit 24.1

	CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS


We consent to the incorporation by reference in the Registration 
Statement (Form S-8) pertaining to the Quad Systems Corporation Amended 
and Restated 1993 Stock Option Plan of our report dated November 2, 
1995, with respect to the consolidated financial statements and 
schedule of Quad Systems Corporation included in its Annual Report 
(Form 10-K) for the year ended September 24, 1995, filed with the 
Securities and Exchange Commission.  


                                              									ERNST & YOUNG LLP




Philadelphia, Pennsylvania
May 29, 1996
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{"company-data": {"conformed-name": "QUAD SYSTEMS CORP /DE/", "cik": "0000899823", "assigned-sic": "3690", "irs-number": "232180139", "state-of-incorporation": "DE", "fiscal-year-end": "0926"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-04755", "film-number": "96574502"}, "business-address": {"street1": "TWO ELECTRONIC DR", "city": "HORSHAM", "state": "PA", "zip": "19044", "phone": "2156576202"}, "mail-address": {"street1": "TWO ELECTRONIC DR", "city": "HORSHAM", "state": "PA", "zip": "19044"}}
As filed with the Securities and Exchange Commission on May 30, 1996

                                           Registration No. 33-               

	SECURITIES AND EXCHANGE COMMISSION
	Washington, DC  20549

	FORM S-8
	Registration Statement
	 under
	The Securities Act of 1933

	              QUAD SYSTEMS CORPORATION                 
	(Exact name of issuer as specified in its charter)

            Delaware                	               23-2180139           
(State or other jurisdiction of	      (I.R.S. Employer Identification No.)
 incorporation or organization)

Two Electronic Drive 
Horsham, Pennsylvania                   			   19044   
(Address of principal executive offices)		       Zip Code

	Quad Systems Corporation 1993 Stock Option Plan
	(Full title of the plan)

	David W. Smith 
	President
	Quad Systems Corporation
	Two Electronic Drive
	  Horsham, Pennsylvania 19044  
			     (Name and address of agent for service)

	                     (215) 657-6202                         
	(Telephone number, including area code, of agent for service)

	Copy to:

	Raymond D. Agran, Esquire
	Ballard Spahr Andrews & Ingersoll
	1735 Market Street
	 51st Floor
	Philadelphia, Pennsylvania  19103-7599
	(215) 665-8500
CALCULATION OF ADDITIONAL REGISTRATION FEE
	                                                                                

					                            	Proposed  	Proposed
	 	        	         	Additional 	maximum   	maximum   	Amount of
			                  	Amount	    	offering	 	aggregate 	Additional
Title of securities			to be	     	price per 	offering	 	Registration
to be registered		   	register    share (1) 	price	    	Fee
Common Stock, $.03	  	300,000(2)	  $9.00   	$2,700,000	  $931.03
  par value
(1)	Calculated pursuant to Rule 457(h) and Rule 457(c) under the Securities
Act of 1933, based upon the average of the high and low prices of the Company's 
Common Stock on the Nasdaq National Market on May 28, 1996.

(2)	This Registration Statement also relates to 600,000 shares of Common Stock, 
$.03 per value, previously registered pursuant to a Registration Statement on 
Form S-8 and filed with the Securities and Exchange Commission (Registration 
No. 33-71590 ) with respect to the Quad Systems Corporation 1993 Stock Option 
Plan (the "Plan").  The current filing is being made to reflect an increase of 
300,000 shares in the number of shares issuable under the Plan.

(3)	Pursuant to Rule 416 under the Securities Act of 1933, this Registration 
Statement also covers such additional shares as may hereinafter be offered or 
issued to prevent dilution resulting from stock splits, stock dividends, 
recapitalizations or certain other capital adjustments

	PART II

	INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.	  Incorporation of Documents by Reference.  

	  The following documents filed by Quad Systems Corporation (the 
"Registrant") with the Securities and Exchange Commission pursuant to 
the Securities Exchange Act of 1934 are incorporated into this 
registration statement by reference:  

1. 	The Registrant's Annual Report on Form 10-K, for the 
year ended September 24, 1995.  

2. 	The Registrant's Quarterly Report on Form 10-Q for the 
quarter ended March 24, 1996.  

3. 	The description of the Registrant's shares of Common 
Stock, par value $.03 per share (the "Common Stock"), contained in the 
Registration Statement filed by the Registrant to register such 
securities under the Securities Exchange Act of 1934, including all 
amendments and reports filed for the purpose of updating such 
description prior to the termination of the offering of the Common 
Stock offered hereby.  

	 All documents filed by the Registrant pursuant to Section 13(a), 
13(c), 14 and 15(d) of the Securities Exchange Act of 1934 after the 
date of this registration statement and prior to the filing of a 
post-effective amendment to this Registration Statement which 
indicates that all securities offered hereby 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 such documents.  Any statement 
contained in a document incorporated by reference herein shall be 
deemed to be modified or superseded for purposes hereof to the extent 
that a statement contained herein (or in any other subsequently filed 
document which also is incorporated by reference herein) modifies or 
supersedes such statement.  Any statement so modified or superseded 
shall not be deemed to constitute a part hereof except as so modified 
or superseded.  

Item 4.	  Description of Securities.  

	  Not applicable.  

Item 5.	  Interests of Named Experts and Counsel.  

	  Not applicable.  

Item 6.	  Indemnification of Directors and Officers.  

	  Under Section 145 of the General Corporation Law of the State 
of Delaware, as amended, the Registrant has the power to indemnify 
directors and officers under prescribed circumstances and subject to 
certain limitations against certain costs and expenses, including 
attorneys' fees actually and reasonably incurred in connection with 
any action, suit or proceeding, whether civil, criminal, 
administrative or investigative, to which any of them is a party by 
reason of his or her being a director or officer of the Registrant if 
it is determined that he or she acted in accordance with the 
applicable standard of conduct set forth in such statutory provisions. 
 
	Article VII of the Company's Certificate of Incorporation, as 
amended, provides indemnification to directors and officers of the 
Registrant against all expenses, liability and loss incurred as a 
result of such person's being a party to, or threatened to be made a 
party to, any action, suit or proceeding by reason of the fact that he 
or she is or was a director of officer of the Registrant or is or was 
serving at the request of the Registrant as a director, officer, 
employee or agent of another enterprise, to the fullest extent 
authorized by the General Corporation Law of the State of Delaware.   
 Article VII of the Certificate of Incorporation further permits the 
Registrant to maintain insurance, at its expense, to protect itself 
and any such director or officer of the Registrant or another 
enterprise against any such expenses, liability or loss, whether or 
not the Registrant would have the power to indemnify such person 
against such expenses, liability or loss under the General Corporation 
Law of the State of Delaware.  Amendments, repeals or modifications of 
Article VII can only be prospective and such changes require the 
affirmative vote of not less than three-fourths of the outstanding 
shares of stock of the Registrant entitled to vote in elections of 
directors.  

	Article VII of the Registrant's By-laws generally permits 
indemnification of directors and officers to the fullest extent 
authorized by the General Corporation Law of the State of Delaware.

	The Registrant also has purchased directors' and officers' 
liability insurance.  

Item 7.	  Exemption from Registration Claimed.  

	  None.  

Item 8.	  Exhibits.  

	The following Exhibits are filed as part of this Registration Statement:

	4.1  	Quad Systems Corporation 1993 Stock Option Plan, as amended.

	5    	Opinion of Ballard Spahr Andrews & Ingersoll

	24.1 	Consent of Ernst & Young LLP, independent auditors

	24.2 	Consent of Ballard Spahr Andrews & Ingersoll (contained in Exhibit 5)

	25   	Power of Attorney (contained on signature page in Part II of 
	     	the Registration Statement)

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;  

		    (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 changes 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)(l)(i)
 and (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 
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 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 15(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 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 AND POWER OF ATTORNEY

	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 Horsham, Pennsylvania on 
May 30, 1996.

					QUAD SYSTEMS CORPORATION

					By:  \s\ David W. Smith        
					    David W. Smith, President

	KNOW ALL MEN BY THESE PRESENTS, that each person whose signature 
appears below constitutes and appoints David W. Smith, Anthony R. 
Drury and each of them, his true and lawful attorneys-in-fact and 
agents, with full power of substitution and 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 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, this 
registration statement has been signed below by the following persons 
in the capacities and on the dates indicated.  

    Signature              Title                         Date

\s\ David W. Smith   	President and Director      May 30, 1996
David W. Smith     (Principal Executive Officer)

\s\James R. Bergman  	Director                    May 30, 1996
James R. Bergman

\s\ Robert P. Pinkas 	Director                    May 30, 1996
Robert P. Pinkas

\s\ Lorin J. Randall 	Director                    May 30, 1996
Lorin J. Randall

\s\ David H. Young   	Director                    May 30, 1996
David H. Young

\s\ Anthony R. Drury 	Senior Vice President,      May 30, 1996
Anthony R. Drury     	Finance and Chief
		                   	Financial Officer
		                   	(Principal Financial
		                   	and Accounting 	Officer)

	QUAD SYSTEMS CORPORATION

	REGISTRATION STATEMENT ON FORM S-8

	EXHIBIT INDEX
Exhibit No.								                                           	Page
	
	4.1	   	Quad Systems Corporation
		      	1993 Stock Option Plan, as amended		                   10
	5	     	Opinion of Ballard Spahr Andrews & Ingersoll	         	33
	24.1	  	Consent of Ernst & Young LLP, independent auditor     	35
	24.2	  	Consent of Ballard Spahr Andrews & Ingersoll
		      	(contained in Exhibit 5)  
	25	    	Power of Attorney (contained on signature page in Part II of 
		      	the Registration Statement)

									Exhibit 24.1

	CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

We consent to the incorporation by reference in the Registration 
Statement (Form S-8) pertaining to the Quad Systems Corporation Amended 
and Restated 1993 Stock Option Plan of our report dated November 2, 
1995, with respect to the consolidated financial statements and 
schedule of Quad Systems Corporation included in its Annual Report 
(Form 10-K) for the year ended September 24, 1995, filed with the 
Securities and Exchange Commission.  

                                              									ERNST & YOUNG LLP

Philadelphia, Pennsylvania
May 29, 1996