Registration No.
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   ----------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                   ----------

                          CLEARVIEW CINEMA GROUP, INC.
             (Exact name of registrant as specified in its charter)

            DELAWARE                                      22-3338356
(State or other jurisdiction                (I.R.S. Employer Identification No.)
of incorporation or organization)
           

                7 WAVERLY PLACE                                     07940
            MADISON, NEW JERSEY                                   (Zip Code)
   (Address of principal executive offices)


                          CLEARVIEW CINEMA GROUP, INC.
                            1997 STOCK INCENTIVE PLAN
                            (Full title of the plan)

                                  A. DALE MAYO
          CHAIRMAN OF THE BOARD, PRESIDENT, AND CHIEF EXECUTIVE OFFICER
                                 7 WAVERLY PLACE
                                MADISON, NJ 07940
                     (Name and address of agent for service)

                                 (201) 377-4646
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE

================================================================================
TITLE OF                          PROPOSED         PROPOSED         AMOUNT OF
SECURITIES         AMOUNT TO BE   MAXIMUM          MAXIMUM          REGISTRATION
TO BE REGISTERED   REGISTERED     OFFERING PRICE   AGGREGATE        FEE
                                  PER SHARE(1)     OFFERING PRICE
================================================================================
Common Stock,      200,000        $13.75           $2,750,000      $812
par value          shares                                   
$.01 per          
share
================================================================================

     (1) Estimated  solely for the purpose of calculating the  registration  fee
pursuant to Rule 457(h).  The fee is  calculated  on the basis of the average of
the high and low prices for Clearview Cinema Group, Inc.'s Common Stock reported
on    the     American     Stock     Exchange    on    February     20,    1998.
--------------------------------------------------------------------------------


<PAGE>

                              
                                     PART II
                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

     The  following  documents  filed  by  Clearview  Cinema  Group,  Inc.  (the
"Registrant")  with the Securities and Exchange  Commission  (the  "Commission")
pursuant to the Securities Act of 1933, as amended (the  "Securities  Act"),  or
the  Securities  Exchange Act of 1934,  as amended  (the  "Exchange  Act"),  are
incorporated by reference into this Registration  Statement:  (i) the prospectus
(the  "Prospectus)  filed  with  the  Commission  as  part  of the  Registration
Statement on Form SB-2 (File No.  333-27819),  filed on May 29, 1997, as amended
by Amendment No. 1, filed on July 19, 1997,  Amendment No. 2, filed on August 4,
1997,  Amendment No. 3, filed on August 11, 1997,  and Amendment No. 4, filed on
August 12, 1997, (ii) the Registrant's  Quarterly Reports on Form 10-QSB for the
quarters  ended June 30, 1997 and  September  30, 1997,  (iii) the  Registrant's
Current  Reports on Form 8-K dated  December  12, 1997 and December 31, 1997 and
(iv)  the  description  of  the  Registrant's  Common  Stock  contained  in  the
Prospectus, including all amendments and reports updating such description.

     All documents  subsequently  filed by the  Registrant  with the  Commission
pursuant to Sections  13(a),  13(c),  14 and 15(d) of the Exchange Act after the
date of this Registration Statement, but prior to the filing of a post-effective
amendment to this  Registration  Statement  which  indicates that all securities
offered by this  Registration  Statement have been sold or which deregisters all
such  securities  then remaining  unsold,  shall be deemed to be incorporated by
reference  into this  Registration  Statement.  Each  document  incorporated  by
reference into this Registration  Statement shall be deemed to be a part of this
Registration  Statement  from  the  date of  filing  of such  document  with the
Commission until the information  contained  therein is superseded or updated by
any  subsequently  filed document which is  incorporated  by reference into this
Registration  Statement  or by  any  document  which  constitutes  part  of  the
prospectus  relating to the Clearview  Cinema Group,  Inc. 1997 Stock  Incentive
Plan (the "Plan")  meeting the  requirements  of Section 10(a) of the Securities
Act.


ITEM 4. DESCRIPTION OF SECURITIES.

     The class of securities to be offered under this Registration  Statement is
registered under Section 12 of the Exchange Act.


ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

     None.


ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Reference is hereby made to Section 145 of the Delaware General Corporation
Law ("DGCL"), which provides that a corporation will have the power to indemnify
any  person  who  was or is a party  or is  threatened  to be made a party  to a
threatened,  pending or completed  action,  suit or  proceeding,  whether civil,
criminal,  administrative  or investigative (a  "proceeding"),  by reason of the
fact  that  he  is or  was  a  director,  officer,  employee  or  agent  of  the
corporation,  or is or was  serving  at the  request  of  the  corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other  enterprise,  with  respect  to the  payment of certain
amounts under certain circumstances.

     Article IX (the  "Article")  of the Amended  and  Restated  Certificate  of
Incorporation of Clearview Cinema Group,  Inc. provides that the Registrant will
indemnify and hold harmless,  to the fullest extent permitted by applicable law,
any  person  who  was or is  made or is  threatened  to be  made a  party  or is
otherwise  involved in any proceeding by reason of the fact that he, or a person
for whom he is the legal representative, is or was a director, officer, employee
or agent of the Registrant or is or was serving at the request of the Registrant
as a  director,  officer,  employee  or agent  of  another  corporation  or of a
partnership,  joint venture, trust,  enterprise or non-profit entity,  including
service with respect to employee benefit plans.


                                     II - 1
<PAGE>


     The Article provides that the rights to indemnification  and advancement of
expenses  conferred  by the  Article  are  presumed  to have been relied upon by
directors  and officers of the  Registrant in serving or continuing to serve the
Registrant and are enforceable as contract rights. Said rights are not exclusive
of any other  rights to which those  seeking  indemnification  may  otherwise be
entitled.  The  Article  further  provides  that the  Registrant  may enter into
contracts  to  provide  its  directors  and  officers  with  specific  rights to
indemnification,  which  contracts  may  confer  rights and  protections  to the
maximum  extent  permitted by the DGCL. In addition,  the  Registrant may create
trust funds,  grant security  interests,  obtain letters of credit, or use other
means to ensure  payment of such  amounts  as may be  necessary  to perform  the
obligations provided for in the Article or in any such contract.

     The Article  states that any repeal or  modification  of the Article by the
stockholders of the Registrant will not adversely affect any right or protection
of a  director  of the  Registrant  existing  at the  time  of  such  repeal  or
modification with respect to acts or omissions occurring prior to such repeal or
modification.

     The Article further  provides that the personal  liability of a director of
the  Registrant  is  eliminated  to the  fullest  extent  permitted  by  Section
102(b)(7) of the DGCL, as the same may be amended and supplemented.  The Article
states that, without limiting the generality of the foregoing,  no director will
be personally  liable to the Registrant or any of its  stockholders for monetary
damages for breach of fiduciary duty as a director, except for liability (i) for
any  breach  of  the  director's  duty  of  loyalty  to  the  Registrant  or its
stockholders,  (ii) for acts or  omissions  not in good  faith or which  involve
misconduct or a knowing  violation of the law,  (iii) pursuant to Section 174 of
the DGCL (relating to unlawful distributions and redemptions of shares), or (iv)
for any  transaction  from  which the  director  derived  an  improper  personal
benefit.


ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

     Inapplicable.


ITEM 8. EXHIBITS.

     The following  exhibits are filed herewith or  incorporated by reference as
part of this Registration Statement:

    EXHIBIT NO.                     DESCRIPTION

      4.1           Amended  and  Restated   Certificate  of   Incorporation  of
                    Clearview Cinema Group,  Inc.  (incorporated by reference to
                    Exhibit  3.01(b)  to  Amendment  No.  2 to the  Registrant's
                    Registration   Statement  on  Form  SB-2,   filed  with  the
                    Commission on May 29, 1997 (File No. 333-27819)).

      4.2           Amended and Restated By-laws of Clearview Cinema Group, Inc.
                    (incorporated  by reference to Exhibit  3.02(b) to Amendment
                    No. 2 to the  Registrant's  Registration  Statement  on Form
                    SB-2,  filed with the  Commission  on May 29, 1997 (File No.
                    333-27819)).

      5.1           Opinion of Herbert L. Klein,  General Counsel & Secretary of
                    the  Registrant,  as to the  legality  of the  shares  being
                    registered.

      23.1          Consent of Wiss & Company, LLP.

      23.2          Consent of Herbert L. Klein,  General Counsel & Secretary of
                    the  Registrant  (included  in the Opinion  filed as Exhibit
                    5.1).

      24.1          Power of Attorney (set forth on the  signature  page of this
                    Registration Statement).



                                     II - 2
<PAGE>


      ITEM 9.  UNDERTAKINGS.

            (a)  The undersigned Registrant hereby undertakes:

            (1) To file,  during any  period in which  offers of 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;

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

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

         Provided,  however,  that  paragraphs  (a)(1)(i) and  (a)(1)(ii) do not
         apply if the  information  required to be included in a  post-effective
         amendment by those paragraphs is contained in periodic reports filed by
         the Registrant  pursuant to Section 13 or Section 15(d) of the Exchange
         Act that are incorporated by reference 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.

            (b) The undersigned  Registrant hereby undertakes that, for purposes
      of determining  any liability under the Securities Act, 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 thereto.

                                      * * *

            (h) 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  the   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, 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.




                                     II - 3
<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all 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 Town of Madison,  State of New Jersey, on this 22nd day
of January, 1998.


                                          CLEARVIEW CINEMA GROUP, INC.


                                          By:  /S/ A. DALE MAYO
                                               ----------------------------
                                               A. Dale Mayo
                                               Chairman of the Board, President,
                                                 and Chief Executive Officer

         KNOW ALL PERSONS BY THESE  PRESENTS,  that each person whose  signature
appears below  constitutes  and appoints A. Dale Mayo 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  documentation  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 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(s) indicated:

      SIGNATURE                CAPACITY                           DATE
   
/S/ A. DALE MAYO                    
---------------------  
A. Dale Mayo               Chairman of the Board,              January 22, 1998
                           President, Chief Executive
                           Officer, and a Director
                           (Principal Executive Officer)

/S/ JOAN M. ROMINE          
--------------------         
 Joan M. Romine            Treasurer and Chief Financial       January 22, 1998
                           Officer (Principal Financial                        
                           and Accounting Officer)                            
                            

/S/ SUEANNE HALL MAYO      
---------------------
  Sueanne Hall Mayo        Vice President - Management         January 22, 1998
                           Information Systems,
                           Secretary, and a Director

/S/ WAYNE L.CLEVENGER           
----------------------
Wayne L. Clevenger         Director                            January 22, 1998
     
  
/S/ ROBERT G. DAVIDOFF    
-----------------------
 Robert G. Davidoff        Director                            February 3, 1998


/S/ BRETT E. MARKS       
----------------------
Brett E. Marks             Director                            January 21, 1998

  
/S/ DENIS NEWMAN           Director                            January 22, 1998
----------------------
 Denis Newman

/S/ PHILIP GETTER          Director                           February 5, 1998
------------------
Philip Getter

                                      II - 4
<PAGE>



                                  EXHIBIT INDEX

     EXHIBIT NO.               DESCRIPTION                SEQUENTIAL PAGE NUMBER


         4.1       Amended and Restated Certificate of                --
                   Incorporation of Clearview Cinema Group,
                   Inc. (incorporated by reference to
                   Exhibit 3.01(b) to Amendment No. 2 to
                   the Registrant's Registration Statement
                   on Form SB-2, filed with the Commission
                   on May 29, 1997 (File No. 333-27819)).
         4.2       Amended and Restated By-laws of                    --
                   Clearview Cinema Group, Inc.
                   (incorporated by reference to Exhibit
                   3.02(b) to Amendment No. 2  to the
                   Registrant's Registration Statement on
                   Form SB-2, filed with the Commission on
                   May 29, 1997 (File No. 333-27819)).
         5.1       Opinion of Herbert L. Klein, General               --
                   Counsel & Secretary of the Registrant,
                   as to the legality of the shares being
                   registered.

        23.1       Consent of Wiss & Company, LLP.                    --

        23.2       Consent of Herbert L. Klein, General               --
                   Counsel & Secretary of the Registrant 
                   (included in Opinion filed as Exhibit 5.1).

        24.1       Power of Attorney (set forth on the
                   signature page of this Registration                --
                   Statement).
                
                
                
                                     II - 5
[{"type": "S-8", "sequence": "1", "description": "S-8 FOR CLEARVIEW CINEMA GROUP, INC.", "secsgml_size_bytes": 20173}]
{"company-data": {"conformed-name": "CLEARVIEW CINEMA GROUP INC", "cik": "0001038754", "assigned-sic": "7830", "irs-number": "223338356", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-46879", "film-number": "98549363"}, "business-address": {"street1": "7 WAVERLY PLACE", "city": "MADISON", "state": "NJ", "zip": "07940", "phone": "2013774646"}, "mail-address": {"street1": "KIRKPATRICK & LOCKHART LLP", "street2": "1500 OLIVER BLDG", "city": "PITTSBURGH", "state": "PA", "zip": "15222"}}
Registration No.
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   ----------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                   ----------

                          CLEARVIEW CINEMA GROUP, INC.
             (Exact name of registrant as specified in its charter)

            DELAWARE                                      22-3338356
(State or other jurisdiction                (I.R.S. Employer Identification No.)
of incorporation or organization)
           

                7 WAVERLY PLACE                                     07940
            MADISON, NEW JERSEY                                   (Zip Code)
   (Address of principal executive offices)

                          CLEARVIEW CINEMA GROUP, INC.
                            1997 STOCK INCENTIVE PLAN
                            (Full title of the plan)

                                  A. DALE MAYO
          CHAIRMAN OF THE BOARD, PRESIDENT, AND CHIEF EXECUTIVE OFFICER
                                 7 WAVERLY PLACE
                                MADISON, NJ 07940
                     (Name and address of agent for service)

                                 (201) 377-4646
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE

================================================================================
TITLE OF                          PROPOSED         PROPOSED         AMOUNT OF
SECURITIES         AMOUNT TO BE   MAXIMUM          MAXIMUM          REGISTRATION
TO BE REGISTERED   REGISTERED     OFFERING PRICE   AGGREGATE        FEE
                                  PER SHARE(1)     OFFERING PRICE
================================================================================
Common Stock,      200,000        $13.75           $2,750,000      $812
par value          shares                                   
$.01 per          
share
================================================================================

     (1) Estimated  solely for the purpose of calculating the  registration  fee
pursuant to Rule 457(h).  The fee is  calculated  on the basis of the average of
the high and low prices for Clearview Cinema Group, Inc.'s Common Stock reported
on    the     American     Stock     Exchange    on    February     20,    1998.
--------------------------------------------------------------------------------
PART II
                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

     The  following  documents  filed  by  Clearview  Cinema  Group,  Inc.  (the
"Registrant")  with the Securities and Exchange  Commission  (the  "Commission")
pursuant to the Securities Act of 1933, as amended (the  "Securities  Act"),  or
the  Securities  Exchange Act of 1934,  as amended  (the  "Exchange  Act"),  are
incorporated by reference into this Registration  Statement:  (i) the prospectus
(the  "Prospectus)  filed  with  the  Commission  as  part  of the  Registration
Statement on Form SB-2 (File No.  333-27819),  filed on May 29, 1997, as amended
by Amendment No. 1, filed on July 19, 1997,  Amendment No. 2, filed on August 4,
1997,  Amendment No. 3, filed on August 11, 1997,  and Amendment No. 4, filed on
August 12, 1997, (ii) the Registrant's  Quarterly Reports on Form 10-QSB for the
quarters  ended June 30, 1997 and  September  30, 1997,  (iii) the  Registrant's
Current  Reports on Form 8-K dated  December  12, 1997 and December 31, 1997 and
(iv)  the  description  of  the  Registrant's  Common  Stock  contained  in  the
Prospectus, including all amendments and reports updating such description.

     All documents  subsequently  filed by the  Registrant  with the  Commission
pursuant to Sections  13(a),  13(c),  14 and 15(d) of the Exchange Act after the
date of this Registration Statement, but prior to the filing of a post-effective
amendment to this  Registration  Statement  which  indicates that all securities
offered by this  Registration  Statement have been sold or which deregisters all
such  securities  then remaining  unsold,  shall be deemed to be incorporated by
reference  into this  Registration  Statement.  Each  document  incorporated  by
reference into this Registration  Statement shall be deemed to be a part of this
Registration  Statement  from  the  date of  filing  of such  document  with the
Commission until the information  contained  therein is superseded or updated by
any  subsequently  filed document which is  incorporated  by reference into this
Registration  Statement  or by  any  document  which  constitutes  part  of  the
prospectus  relating to the Clearview  Cinema Group,  Inc. 1997 Stock  Incentive
Plan (the "Plan")  meeting the  requirements  of Section 10(a) of the Securities
Act.

ITEM 4. DESCRIPTION OF SECURITIES.

     The class of securities to be offered under this Registration  Statement is
registered under Section 12 of the Exchange Act.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

     None.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Reference is hereby made to Section 145 of the Delaware General Corporation
Law ("DGCL"), which provides that a corporation will have the power to indemnify
any  person  who  was or is a party  or is  threatened  to be made a party  to a
threatened,  pending or completed  action,  suit or  proceeding,  whether civil,
criminal,  administrative  or investigative (a  "proceeding"),  by reason of the
fact  that  he  is or  was  a  director,  officer,  employee  or  agent  of  the
corporation,  or is or was  serving  at the  request  of  the  corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other  enterprise,  with  respect  to the  payment of certain
amounts under certain circumstances.

     Article IX (the  "Article")  of the Amended  and  Restated  Certificate  of
Incorporation of Clearview Cinema Group,  Inc. provides that the Registrant will
indemnify and hold harmless,  to the fullest extent permitted by applicable law,
any  person  who  was or is  made or is  threatened  to be  made a  party  or is
otherwise  involved in any proceeding by reason of the fact that he, or a person
for whom he is the legal representative, is or was a director, officer, employee
or agent of the Registrant or is or was serving at the request of the Registrant
as a  director,  officer,  employee  or agent  of  another  corporation  or of a
partnership,  joint venture, trust,  enterprise or non-profit entity,  including
service with respect to employee benefit plans.

                                     II - 1
The Article provides that the rights to indemnification  and advancement of
expenses  conferred  by the  Article  are  presumed  to have been relied upon by
directors  and officers of the  Registrant in serving or continuing to serve the
Registrant and are enforceable as contract rights. Said rights are not exclusive
of any other  rights to which those  seeking  indemnification  may  otherwise be
entitled.  The  Article  further  provides  that the  Registrant  may enter into
contracts  to  provide  its  directors  and  officers  with  specific  rights to
indemnification,  which  contracts  may  confer  rights and  protections  to the
maximum  extent  permitted by the DGCL. In addition,  the  Registrant may create
trust funds,  grant security  interests,  obtain letters of credit, or use other
means to ensure  payment of such  amounts  as may be  necessary  to perform  the
obligations provided for in the Article or in any such contract.

     The Article  states that any repeal or  modification  of the Article by the
stockholders of the Registrant will not adversely affect any right or protection
of a  director  of the  Registrant  existing  at the  time  of  such  repeal  or
modification with respect to acts or omissions occurring prior to such repeal or
modification.

     The Article further  provides that the personal  liability of a director of
the  Registrant  is  eliminated  to the  fullest  extent  permitted  by  Section
102(b)(7) of the DGCL, as the same may be amended and supplemented.  The Article
states that, without limiting the generality of the foregoing,  no director will
be personally  liable to the Registrant or any of its  stockholders for monetary
damages for breach of fiduciary duty as a director, except for liability (i) for
any  breach  of  the  director's  duty  of  loyalty  to  the  Registrant  or its
stockholders,  (ii) for acts or  omissions  not in good  faith or which  involve
misconduct or a knowing  violation of the law,  (iii) pursuant to Section 174 of
the DGCL (relating to unlawful distributions and redemptions of shares), or (iv)
for any  transaction  from  which the  director  derived  an  improper  personal
benefit.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

     Inapplicable.

ITEM 8. EXHIBITS.

     The following  exhibits are filed herewith or  incorporated by reference as
part of this Registration Statement:

    EXHIBIT NO.                     DESCRIPTION

      4.1           Amended  and  Restated   Certificate  of   Incorporation  of
                    Clearview Cinema Group,  Inc.  (incorporated by reference to
                    Exhibit  3.01(b)  to  Amendment  No.  2 to the  Registrant's
                    Registration   Statement  on  Form  SB-2,   filed  with  the
                    Commission on May 29, 1997 (File No. 333-27819)).

      4.2           Amended and Restated By-laws of Clearview Cinema Group, Inc.
                    (incorporated  by reference to Exhibit  3.02(b) to Amendment
                    No. 2 to the  Registrant's  Registration  Statement  on Form
                    SB-2,  filed with the  Commission  on May 29, 1997 (File No.
                    333-27819)).

      5.1           Opinion of Herbert L. Klein,  General Counsel & Secretary of
                    the  Registrant,  as to the  legality  of the  shares  being
                    registered.

      23.1          Consent of Wiss & Company, LLP.

      23.2          Consent of Herbert L. Klein,  General Counsel & Secretary of
                    the  Registrant  (included  in the Opinion  filed as Exhibit
                    5.1).

      24.1          Power of Attorney (set forth on the  signature  page of this
                    Registration Statement).

                                     II - 2
ITEM 9.  UNDERTAKINGS.

            (a)  The undersigned Registrant hereby undertakes:

            (1) To file,  during any  period in which  offers of 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;

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

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

         Provided,  however,  that  paragraphs  (a)(1)(i) and  (a)(1)(ii) do not
         apply if the  information  required to be included in a  post-effective
         amendment by those paragraphs is contained in periodic reports filed by
         the Registrant  pursuant to Section 13 or Section 15(d) of the Exchange
         Act that are incorporated by reference 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.

            (b) The undersigned  Registrant hereby undertakes that, for purposes
      of determining  any liability under the Securities Act, 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 thereto.

                                      * * *

            (h) 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  the   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, 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.

                                     II - 3
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 Town of Madison,  State of New Jersey, on this 22nd day
of January, 1998.

                                          CLEARVIEW CINEMA GROUP, INC.

                                          By:  /S/ A. DALE MAYO
                                               ----------------------------
                                               A. Dale Mayo
                                               Chairman of the Board, President,
                                                 and Chief Executive Officer

         KNOW ALL PERSONS BY THESE  PRESENTS,  that each person whose  signature
appears below  constitutes  and appoints A. Dale Mayo 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  documentation  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 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(s) indicated:

      SIGNATURE                CAPACITY                           DATE
   
/S/ A. DALE MAYO                    
---------------------  
A. Dale Mayo               Chairman of the Board,              January 22, 1998
                           President, Chief Executive
                           Officer, and a Director
                           (Principal Executive Officer)

/S/ JOAN M. ROMINE          
--------------------         
 Joan M. Romine            Treasurer and Chief Financial       January 22, 1998
                           Officer (Principal Financial                        
                           and Accounting Officer)                            
                            

/S/ SUEANNE HALL MAYO      
---------------------
  Sueanne Hall Mayo        Vice President - Management         January 22, 1998
                           Information Systems,
                           Secretary, and a Director

/S/ WAYNE L.CLEVENGER           
----------------------
Wayne L. Clevenger         Director                            January 22, 1998
     
  
/S/ ROBERT G. DAVIDOFF    
-----------------------
 Robert G. Davidoff        Director                            February 3, 1998

/S/ BRETT E. MARKS       
----------------------
Brett E. Marks             Director                            January 21, 1998

  
/S/ DENIS NEWMAN           Director                            January 22, 1998
----------------------
 Denis Newman

/S/ PHILIP GETTER          Director                           February 5, 1998
------------------
Philip Getter

                                      II - 4
EXHIBIT INDEX

     EXHIBIT NO.               DESCRIPTION                SEQUENTIAL PAGE NUMBER

         4.1       Amended and Restated Certificate of                --
                   Incorporation of Clearview Cinema Group,
                   Inc. (incorporated by reference to
                   Exhibit 3.01(b) to Amendment No. 2 to
                   the Registrant's Registration Statement
                   on Form SB-2, filed with the Commission
                   on May 29, 1997 (File No. 333-27819)).
         4.2       Amended and Restated By-laws of                    --
                   Clearview Cinema Group, Inc.
                   (incorporated by reference to Exhibit
                   3.02(b) to Amendment No. 2  to the
                   Registrant's Registration Statement on
                   Form SB-2, filed with the Commission on
                   May 29, 1997 (File No. 333-27819)).
         5.1       Opinion of Herbert L. Klein, General               --
                   Counsel & Secretary of the Registrant,
                   as to the legality of the shares being
                   registered.

        23.1       Consent of Wiss & Company, LLP.                    --

        23.2       Consent of Herbert L. Klein, General               --
                   Counsel & Secretary of the Registrant 
                   (included in Opinion filed as Exhibit 5.1).

        24.1       Power of Attorney (set forth on the
                   signature page of this Registration                --
                   Statement).
                
                
                
                                     II - 5