<PAGE>1
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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


                             P & F INDUSTRIES, INC.
               (Exact name of issuer as specified in its charter)

                     DELAWARE                       22-1657413
          (State or other jurisdiction           (I.R.S. Employer
        of incorporation or organization)         Identification
                                                      Number)


                 300 Smith Street
               Farmingdale, New York                   11735
               (Address of principal                 (zip code)
                 executive offices)

                             P & F Industries, Inc.
                      1981 Incentive Stock Option Plan and
                        1992 Incentive Stock Option Plan
                            (Full title of the plans)


                                 Leon D. Feldman
                            Executive Vice President
                             P & F Industries, Inc.
                                300 Smith Street
                           Farmingdale, New York 11735
                                 (516) 694-1800
                   (Name and address, including zip code, and
          telephone number, including area code, of agent for service)



                                    COPY TO:
                               Neil Novikoff, Esq.
                            Willkie Farr & Gallagher
                               One Citicorp Center
                              153 East 53rd Street
                               New York, NY 10022
                                 (212) 821-8000


                     The Exhibit Index is located on page 7


<PAGE>2
<TABLE>
<CAPTION>


                         CALCULATION OF REGISTRATION FEE
<S>                      <C>                    <C>                    <C>                         <C>
                                                Proposed maximum       Proposed maximum
Title of securities to   Amount to be           offering price per     aggregate offering          Amount of
be registered            Registered             share(1)               price(1)                    registra-tion fee

------------------------
Class A Common Stock,
par value $1.00 per
share                    930,000                $5.66                  $5,263,800                  $1,595


----------------------
</TABLE>
(1)      Estimated  solely for calculating the amount of the  registration  fee,
         pursuant to Rule 457(h) under the  Securities  Act of 1933,  as amended
         (the  "Securities  Act") based on the average of the high and low sales
         prices of the Class A Common Stock quoted on the Nasdaq National Market
         on February 13, 1997.






<PAGE>3


                                     PART II

                           INFORMATION REQUIRED IN THE
                             REGISTRATION STATEMENT


Item 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

                  The  following  documents,   filed  with  the  Securities  and
Exchange  Commission (the  "Commission")  by P & F Industries,  Inc., a Delaware
corporation (the "Company"), are incorporated herein by reference:

                   (a)     The Company's Annual Report on Form 10-K for the
                           fiscal year ended December 31, 1995;

                   (b)     The Company's  Quarterly Reports on Form 10-Q for the
                           quarters  ended  March 31,  1996,  June 30,  1996 and
                           September 30, 1996; and

                   (c)     The  description  of the Class A Common  Stock of the
                           Company,  par value  $1.00 per share,  registered  on
                           Form 8-A,  dated  April 6, 1987,  filed  pursuant  to
                           Section 12 of the Securities Exchange Act of 1934, as
                           amended (the "Exchange Act").

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

Item 4.  DESCRIPTION OF SECURITIES

                  Inapplicable

Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

                  Inapplicable


<PAGE>4



Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

                  Section  145 of the  Delaware  General  Corporation  Law  (the
"DGCL") 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 such  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.  A corporation may, in
advance of the final  disposition  of any  civil,  criminal,  administrative  or
investigative action, suit or proceeding, pay the expenses (including attorneys'
fees)  incurred by any officer,  director,  employee or agent in defending  such
action, provided that the director or officer undertakes to repay such amount if
it  shall  ultimately  be  determined  that  he or  she is  not  entitled  to be
indemnified by the corporation.  A corporation may indemnify such person against
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 if he or she acted in good faith and in a manner
he or she  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 his or her conduct was unlawful.

                  A Delaware corporation may indemnify officers and directors in
an action by or in the right of the  corporation  to procure a  judgment  in its
favor under the same  conditions,  except that no  indemnification  is permitted
without judicial approval if the officer or director is adjudged to be liable to
the  corporation.  Where an officer or director is  successful  on the merits or
otherwise in the defense of any action referred to above,  the corporation  must
indemnify him or her against the expenses  (including  attorneys' fees) which he
or  she  actually  and  reasonably   incurred  in  connection   therewith.   The
indemnification  provided is not deemed to be  exclusive  of any other rights to
which an officer or director may be entitled  under any  corporation's  by-laws,
agreement, vote or otherwise.

                  ARTICLE VII of the Company's By-Laws (the "By-Laws")  provides
that the Company shall indemnify, upon a determination that such indemnification
is proper, each person who is or was a director,  officer,  employee or agent of
the  Company or is or was  serving at the  request of the Company as a director,
officer, employee or agent of another corporation,  partnership,  joint venture,
trust or other enterprise, to the fullest extent

<PAGE>5


                  permitted under Section 145 of the DGCL. Indemnification shall
be made by the Company upon a determination  that  indemnification  is proper in
the circumstances  because the applicable standard of ARTICLE VII of the By-Laws
has been met.  Such  determination  shall be made (i) by the Board by a majority
vote of a quorum  consisting  of directors  who were not parties to such action,
suit or  proceeding,  or (ii) if such  quorum  is not  obtainable,  or,  even if
obtainable a quorum of disinterested  directors so directs, by independent legal
counsel in a written opinion, or (iii) by the stockholders.

                  The  indemnification  provided by the By-Laws  shall not limit
the Company from providing any other  indemnification or advancement of expenses
permitted  by law nor  shall it be  deemed  exclusive  to any  rights to which a
person seeking  indemnification or advancement of expenses may be entitled under
any by-law,  agreement,  vote of  shareholders  or  disinterested  directors  or
otherwise,  both as to  action  in his  official  capacity,  and as to action in
another  capacity  while holding such office,  and shall continue as to a person
who has ceased to be a director,  officer,  employee or agent of the Company and
shall inure to the benefit of the heirs,  executors and administrators of such a
person.

                  The  Company  maintains  officers'  and  directors'  liability
insurance for the benefit of its officers and directors.

                  The   foregoing   statements   are  subject  to  the  detailed
provisions of Section 145 of the DGCL and ARTICLE VII of the Company's By-Laws.

Item 7.  EXEMPTION FROM REGISTRATION CLAIMED

                  Inapplicable

Item 8.  EXHIBITS

         5               Opinion of Willkie Farr & Gallagher.

         23.1            Consent of BDO Seidman, LLP

         23.2            Consent of Willkie Farr & Gallagher (contained in
                         Exhibit 5).

         24              Powers of Attorney (contained in the signature pages of
                         this Registration Statement).



<PAGE>6


Item 9.  UNDERTAKINGS

         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 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;

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

                  (4) That for the purposes of determining  any liability  under
the  Securities  Act,  each filing of the Company'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.

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


<PAGE>7


                                   SIGNATURES

                  Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe that
it meets all 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 Farmingdale,  State of New York, on the 18th day
of February, 1997.

                                                      P & F INDUSTRIES, INC.


                                                      By:/s/ Richard A. Horowitz
                                                         Richard A. Horowitz
                                                         Chairman of the
                                                           Board of Directors


<PAGE>8




                                POWER OF ATTORNEY

                  KNOW  ALL  MEN BY  THESE  PRESENTS,  that  each  person  whose
signature appears below constitutes and appoints Richard A. Horowitz and Leon D.
Feldman,  and each of them,  his or her true and lawful  attorney-in-fact,  with
full  power of  substitution,  for him or her and in his or her name,  place and
stead,  in any and all capacities,  to sign any 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,  hereby
ratifying and confirming all that said  attorneys-in-fact,  or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

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

<TABLE>
<CAPTION>
      Signature                                   Capacity                                     Date

<S>                                               <C>                                       <C>
/s/ Sidney Horowitz                               Director                                  February 18, 1997
Sidney Horowitz


/s/ Leon D. Feldman                               Treasurer and Director                    February 18, 1997
Leon D. Feldman                                   (Principal Financial
                                                  Officer and Principal
                                                  Accounting Officer)


/s/ Richard A. Horowitz                           Chairman of the                           February 18, 1997
Richard A. Horowitz                               Board and President
                                                  (Principal Executive
                                                  Officer)


/s/ Arthur Hug, Jr.                               Director                                  February 18, 1997
Arthur Hug, Jr.


/s/ Robert L. Dubofsky                            Director                                  February 18, 1997
Robert L. Dubofsky


/s/ Earle K. Moore                                Director                                  February 18, 1997
Earle K. Moore




<PAGE>9


Signature                                         Capacity                                     Date


/s/ Marc A. Utay                                  Director                                  February 18, 1997
Marc A. Utay

</TABLE>

<PAGE>10


                                INDEX TO EXHIBITS


Exhibit No.       Description of Exhibit                                    Page


 5                Opinion of Willkie Farr & Gallagher.

 23.1             Consent of BDO Seidman, LLP

 23.2             Consent of Willkie Farr & Gallagher
                  (contained in Exhibit 5).

 24               Powers of Attorney (contained in
                  the signature pages to this Registration
                  Statement).
[{"type": "S-8", "sequence": "1", "description": "S-8 REGISTRATION STATEMENT", "secsgml_size_bytes": 17239}]
{"company-data": {"conformed-name": "P&F INDUSTRIES INC", "cik": "0000075340", "assigned-sic": "3540", "irs-number": "221657413", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-22047", "film-number": "97538963"}, "business-address": {"street1": "300 SMITH ST", "city": "FARMINGDALE", "state": "NY", "zip": "11735", "phone": "5166941800"}, "former-company": {"former-conformed-name": "PLASTICS & FIBERS INC", "date-changed": "19671225"}}
1
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                             P & F INDUSTRIES, INC.
               (Exact name of issuer as specified in its charter)

                     DELAWARE                       22-1657413
          (State or other jurisdiction           (I.R.S. Employer
        of incorporation or organization)         Identification
                                                      Number)

                 300 Smith Street
               Farmingdale, New York                   11735
               (Address of principal                 (zip code)
                 executive offices)

                             P & F Industries, Inc.
                      1981 Incentive Stock Option Plan and
                        1992 Incentive Stock Option Plan
                            (Full title of the plans)

                                 Leon D. Feldman
                            Executive Vice President
                             P & F Industries, Inc.
                                300 Smith Street
                           Farmingdale, New York 11735
                                 (516) 694-1800
                   (Name and address, including zip code, and
          telephone number, including area code, of agent for service)

                                    COPY TO:
                               Neil Novikoff, Esq.
                            Willkie Farr & Gallagher
                               One Citicorp Center
                              153 East 53rd Street
                               New York, NY 10022
                                 (212) 821-8000

                     The Exhibit Index is located on page 7
2
CALCULATION OF REGISTRATION FEE
Proposed maximum       Proposed maximum
Title of securities to   Amount to be           offering price per     aggregate offering          Amount of
be registered            Registered             share(1)               price(1)                    registra-tion fee

------------------------
Class A Common Stock,
par value $1.00 per
share                    930,000                $5.66                  $5,263,800                  $1,595

----------------------
(1)      Estimated  solely for calculating the amount of the  registration  fee,
         pursuant to Rule 457(h) under the  Securities  Act of 1933,  as amended
         (the  "Securities  Act") based on the average of the high and low sales
         prices of the Class A Common Stock quoted on the Nasdaq National Market
         on February 13, 1997.
3

                                     PART II

                           INFORMATION REQUIRED IN THE
                             REGISTRATION STATEMENT

Item 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

                  The  following  documents,   filed  with  the  Securities  and
Exchange  Commission (the  "Commission")  by P & F Industries,  Inc., a Delaware
corporation (the "Company"), are incorporated herein by reference:

                   (a)     The Company's Annual Report on Form 10-K for the
                           fiscal year ended December 31, 1995;

                   (b)     The Company's  Quarterly Reports on Form 10-Q for the
                           quarters  ended  March 31,  1996,  June 30,  1996 and
                           September 30, 1996; and

                   (c)     The  description  of the Class A Common  Stock of the
                           Company,  par value  $1.00 per share,  registered  on
                           Form 8-A,  dated  April 6, 1987,  filed  pursuant  to
                           Section 12 of the Securities Exchange Act of 1934, as
                           amended (the "Exchange Act").

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

Item 4.  DESCRIPTION OF SECURITIES

                  Inapplicable

Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

                  Inapplicable
4

Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

                  Section  145 of the  Delaware  General  Corporation  Law  (the
"DGCL") 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 such  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.  A corporation may, in
advance of the final  disposition  of any  civil,  criminal,  administrative  or
investigative action, suit or proceeding, pay the expenses (including attorneys'
fees)  incurred by any officer,  director,  employee or agent in defending  such
action, provided that the director or officer undertakes to repay such amount if
it  shall  ultimately  be  determined  that  he or  she is  not  entitled  to be
indemnified by the corporation.  A corporation may indemnify such person against
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 if he or she acted in good faith and in a manner
he or she  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 his or her conduct was unlawful.

                  A Delaware corporation may indemnify officers and directors in
an action by or in the right of the  corporation  to procure a  judgment  in its
favor under the same  conditions,  except that no  indemnification  is permitted
without judicial approval if the officer or director is adjudged to be liable to
the  corporation.  Where an officer or director is  successful  on the merits or
otherwise in the defense of any action referred to above,  the corporation  must
indemnify him or her against the expenses  (including  attorneys' fees) which he
or  she  actually  and  reasonably   incurred  in  connection   therewith.   The
indemnification  provided is not deemed to be  exclusive  of any other rights to
which an officer or director may be entitled  under any  corporation's  by-laws,
agreement, vote or otherwise.

                  ARTICLE VII of the Company's By-Laws (the "By-Laws")  provides
that the Company shall indemnify, upon a determination that such indemnification
is proper, each person who is or was a director,  officer,  employee or agent of
the  Company or is or was  serving at the  request of the Company as a director,
officer, employee or agent of another corporation,  partnership,  joint venture,
trust or other enterprise, to the fullest extent
5

                  permitted under Section 145 of the DGCL. Indemnification shall
be made by the Company upon a determination  that  indemnification  is proper in
the circumstances  because the applicable standard of ARTICLE VII of the By-Laws
has been met.  Such  determination  shall be made (i) by the Board by a majority
vote of a quorum  consisting  of directors  who were not parties to such action,
suit or  proceeding,  or (ii) if such  quorum  is not  obtainable,  or,  even if
obtainable a quorum of disinterested  directors so directs, by independent legal
counsel in a written opinion, or (iii) by the stockholders.

                  The  indemnification  provided by the By-Laws  shall not limit
the Company from providing any other  indemnification or advancement of expenses
permitted  by law nor  shall it be  deemed  exclusive  to any  rights to which a
person seeking  indemnification or advancement of expenses may be entitled under
any by-law,  agreement,  vote of  shareholders  or  disinterested  directors  or
otherwise,  both as to  action  in his  official  capacity,  and as to action in
another  capacity  while holding such office,  and shall continue as to a person
who has ceased to be a director,  officer,  employee or agent of the Company and
shall inure to the benefit of the heirs,  executors and administrators of such a
person.

                  The  Company  maintains  officers'  and  directors'  liability
insurance for the benefit of its officers and directors.

                  The   foregoing   statements   are  subject  to  the  detailed
provisions of Section 145 of the DGCL and ARTICLE VII of the Company's By-Laws.

Item 7.  EXEMPTION FROM REGISTRATION CLAIMED

                  Inapplicable

Item 8.  EXHIBITS

         5               Opinion of Willkie Farr & Gallagher.

         23.1            Consent of BDO Seidman, LLP

         23.2            Consent of Willkie Farr & Gallagher (contained in
                         Exhibit 5).

         24              Powers of Attorney (contained in the signature pages of
                         this Registration Statement).
6

Item 9.  UNDERTAKINGS

         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 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;

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

                  (4) That for the purposes of determining  any liability  under
the  Securities  Act,  each filing of the Company'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.

                  (5) Insofar as indemnification  for liabilities  arising under
the  Securities  Act may be permitted  to  directors,  officers and  controlling
persons of the registrant  pursuant to the foregoing  provisions,  or otherwise,
the  registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in Securities Act and is,  therefore,  unenforceable.  In the event that a claim
for  indemnification  against  such  liabilities  (other than the payment by the
registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  registrant  in the  successful  defense of any action,  suit,  or
proceeding) is asserted by such  director,  officer,  or  controlling  person in
connection with the securities being registered,  the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against  public policy as expressed in the  Securities
Act and will be governed by the final adjudication of such issue.
7

                                   SIGNATURES

                  Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe that
it meets all 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 Farmingdale,  State of New York, on the 18th day
of February, 1997.

                                                      P & F INDUSTRIES, INC.

                                                      By:/s/ Richard A. Horowitz
                                                         Richard A. Horowitz
                                                         Chairman of the
                                                           Board of Directors
8

                                POWER OF ATTORNEY

                  KNOW  ALL  MEN BY  THESE  PRESENTS,  that  each  person  whose
signature appears below constitutes and appoints Richard A. Horowitz and Leon D.
Feldman,  and each of them,  his or her true and lawful  attorney-in-fact,  with
full  power of  substitution,  for him or her and in his or her name,  place and
stead,  in any and all capacities,  to sign any 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,  hereby
ratifying and confirming all that said  attorneys-in-fact,  or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

                  Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following persons in
the capacities and on the date indicated.
Signature                                   Capacity                                     Date
/s/ Sidney Horowitz                               Director                                  February 18, 1997
Sidney Horowitz

/s/ Leon D. Feldman                               Treasurer and Director                    February 18, 1997
Leon D. Feldman                                   (Principal Financial
                                                  Officer and Principal
                                                  Accounting Officer)

/s/ Richard A. Horowitz                           Chairman of the                           February 18, 1997
Richard A. Horowitz                               Board and President
                                                  (Principal Executive
                                                  Officer)

/s/ Arthur Hug, Jr.                               Director                                  February 18, 1997
Arthur Hug, Jr.

/s/ Robert L. Dubofsky                            Director                                  February 18, 1997
Robert L. Dubofsky

/s/ Earle K. Moore                                Director                                  February 18, 1997
Earle K. Moore
9

Signature                                         Capacity                                     Date

/s/ Marc A. Utay                                  Director                                  February 18, 1997
Marc A. Utay
10

                                INDEX TO EXHIBITS

Exhibit No.       Description of Exhibit                                    Page

 5                Opinion of Willkie Farr & Gallagher.

 23.1             Consent of BDO Seidman, LLP

 23.2             Consent of Willkie Farr & Gallagher
                  (contained in Exhibit 5).

 24               Powers of Attorney (contained in
                  the signature pages to this Registration
                  Statement).