REGISTRATION NO. 333-


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


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


                         LASER MORTGAGE MANAGEMENT, INC.
             (Exact name of registrant as specified in its charter)


              MARYLAND                           22-3535916
          (State or other jurisdiction         (I.R.S. employer
         of incorporation or organization)     identification no.)


                         LASER MORTGAGE MANAGEMENT, INC.
                           51 JOHN F. KENNEDY PARKWAY
                          SHORT HILLS, NEW JERSEY 07078
                                 (973) 912-8770
                     (Name, address, including zip code, and
                    telephone number, including area code, of
                    Registrant's principal executive offices)


                            1997 STOCK INCENTIVE PLAN
                       OF LASER MORTGAGE MANAGEMENT, INC.
                            (Full title of the plan)



                           MICHAEL L. SMIRLOCK, PH.D.
                             CHIEF EXECUTIVE OFFICER
                         LASER MORTGAGE MANAGEMENT, INC.
                           51 JOHN F. KENNEDY PARKWAY
                          SHORT HILLS, NEW JERSEY 07078
                                 (973) 912-8770
                     (Name, address, including zip code, and
                    telephone number, including area code, of
                         Registrant's agent for service)


                                    COPY TO:
                             STUART H. COLEMAN, ESQ.
                          STROOCK & STROOCK & LAVAN LLP
                                 180 MAIDEN LANE
                          NEW YORK, NEW YORK 10038-4982
                                 (212) 806-6049

<TABLE>
<CAPTION>

                                                  CALCULATION OF REGISTRATION FEE
=============================================================================================================================
       TITLE OF EACH                                          PROPOSED                PROPOSED
         CLASS OF                   AMOUNT TO BE               MAXIMUM                MAXIMUM                AMOUNT OF
       SECURITIES TO                REGISTERED(1)              OFFERING               AGGREGATE              REGISTRATION
       BE REGISTERED                                           PRICE PER              OFFERING               FEE
                                                               SHARE(2)               PRICE(2)
-----------------------------------------------------------------------------------------------------------------------------
<S>           <C>                  <C>                         <C>                  <C>                        <C>      
Common Stock, $0.01 par value      2,066,666 shares            $14.25               $29,449,990.50             $8,6877.74
=============================================================================================================================
(1)      In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
         as amended, this registration statement also covers an indeterminate
         amount of interests to be offered pursuant to the 1997 Stock Incentive
         Plan described herein.

(2)      Estimated solely for purposes of calculating the registration fee
         pursuant to Rule 457(c) on the basis of the average high and low
         closing sale price for a share of Common Stock of Registrant as
         reported on the New York Stock Exchange on December 16, 1977.
</TABLE>
<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS


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

     This Registration Statement on Form S-8 of LASER Mortgage Management, Inc.,
a Maryland corporation (the "Registrant"), covers 2,066,666 shares of the
Registrant's common stock, par value $.001 per share (the "Common Stock"),
reserved for issuance under the 1997 Stock Incentive Plan (the "Plan").
<PAGE>

                            1997 STOCK INCENTIVE PLAN
                                       OF
                         LASER MORTGAGE MANAGEMENT, INC.

     1. PURPOSE. The purpose of this Stock Incentive Plan is to advance the
interests of the Corporation by encouraging and enabling the acquisition of a
larger personal proprietary interest in the Corporation by directors and key
employees of the Corporation and its Subsidiaries upon whose judgment and keen
interest the Corporation is largely dependent for the successful conduct of its
operations and by providing such directors and key employees with incentives to
put forth maximum efforts for the success of the Corporation's business. It is
anticipated that the acquisition of such proprietary interest in the Corporation
and such incentives will stimulate the efforts of such directors and key
employees on behalf of the Corporation and its Subsidiaries and strengthen their
desire to remain with the Corporation and its Subsidiaries. It is also expected
that such incentives and the opportunity to acquire such a proprietary interest
will enable the Corporation and its Subsidiaries to attract desirable personnel.

     2. DEFINITIONS. When used in this Plan, unless the context otherwise
requires:

                  (a) "Alternative Rights" shall have the meaning set forth in
         Section 7.

                  (b) "Board of Directors" shall mean the Board of Directors of
         the Corporation, as constituted at any time.

                  (c) "Bonus Award" shall mean an Incentive Award granted in
         accordance with Section 14.

                  (d) "Cause" shall mean, with respect to the holder of an
         Incentive Award, the holder's violation of the duties of such
         employment or service with the Corporation or a Subsidiary as he may
         from time to time have, the existence of which violation shall be
         determined by the Committee in its sole discretion (which determination
         by the Committee shall be conclusive).

                  (e) "Chairman of the Board" shall mean the person who at the
         time shall be Chairman of the Board of Directors.

                  (f) "Change of Control" shall be deemed to have occurred if
         (x) any "person" or group of "persons" (as the term "person" is used in
         Sections 13(d) and 14(d) of the Exchange Act) ("Person"), acquires (or
         has acquired during the twelve-month period ending on the date of the
         most recent acquisition by such Person) direct or indirect
         beneficial ownership of securities of the Corporation representing
         33-1/3% or more of the combined voting power of the then outstanding
         securities of the Corporation or (y) a Person acquires (or has acquired
         during the twelve-month period ending on the date of the most recent
         acquisition by such Person) assets from the Corporation that have a
         total fair market value equal to or more than one-third of the total
         fair market value of all of the assets of the Corporation immediately
         prior to such acquisition; provided, however, that if any transaction
         or event or series of transactions or events resulting in a Change of
         Control is approved by a majority of the members of the Board of
         Directors holding office prior to the transaction or event or series of
         transactions or events, then the transaction or event or series of
         transactions or events shall not be deemed to be a Change of Control.
         Notwithstanding the foregoing, for purposes of subsection (x), a Change
         of Control will not be deemed to have occurred if the power to control
         (directly or indirectly) the management and policies of the Corporation
         is not transferred from a Person to another Person; and, for purposes
         of subsection (y), a Change of Control will not be deemed to occur if
         the assets of the Corporation are transferred: (i) to a shareholder in
         exchange for his stock, (ii) to an entity in which the Corporation has
         (directly or indirectly) 50% ownership, or (iii) to a Person that has
         (directly or directly) at least 50% ownership of the Corporation with
         respect to its stock outstanding, or to any entity in which such Person
         possesses (directly or indirectly) 50% ownership.

                  (g) "Committee" shall mean the Committee hereinafter described
         in Section 3.

                  (h) "Conjunctive Rights" shall have the meaning set forth in
         Section 7.

                  (i) "Corporation" shall mean LASER Mortgage Management, Inc.

                  (j) "Deferred Stock Award" shall mean an Incentive Award
         granted in accordance with Section 13.

                  (k) "Dividend Equivalent" shall mean an Incentive Award
         granted in accordance with Section 15.

                  (l) "Eligible Persons" shall mean those persons described in
         Section 4 who are potential recipients of Incentive Awards.

                  (m) "Exchange Act" shall mean the Securities Exchange Act of
         1934, as amended.

                  (n) "Fair Market Value" on a specified date shall mean the
         closing price at which a Share is traded on the stock exchange, if any,
         on which Shares are primarily traded or, if the Shares are not then
         traded on a stock exchange, the closing price of a Share as reported on
         the Nasdaq National Market System or, if the Shares are not then traded
         on the Nasdaq National Market System, the average of the closing bid
         and asked prices at which a Share is traded on the over-the-counter
         market, but if no Shares were traded on such date, then on the last
         previous date on which a Share was so traded, or, if none of the above
         are applicable, the value of a Share as established by the Board of
         Directors for such date using any reasonable method of valuation.

                  (o) "Incentive Award" shall mean an Option, Restricted Stock
         Award, Rights, Deferred Stock Award, Bonus Award, Dividend Equivalent,
         or Other Stock-Based Award granted pursuant to this Plan.

                  (p) "Incentive Stock Option" shall have the meaning set forth
         in section 422 of the Internal Revenue Code.

                  (q) "Internal Revenue Code" shall mean the Internal Revenue
         Code of 1986, as amended.

                  (r)  "Manager" shall mean Laser Advisers Inc.

                  (s) "Options" shall mean the stock options granted pursuant to
         this Plan.

                  (t) "Other Stock-Based Award" shall mean an Incentive Award
         granted in accordance with Section 16.

                  (u) "Plan" shall mean this 1997 Stock Incentive Plan of LASER
         Mortgage Management, Inc., as adopted by the Board of Directors on
         November 6, 1997, and approved by the sole shareholder of the
         Corporation on December 1, 1997 as such Plan from time to time may be
         amended.

                  (v) "President" shall mean the person who at the time shall be
         the President of the Corporation.

                  (w) "Restricted Shares" shall mean the Shares issued as a
         result of a Restricted Stock Award.

                  (x) "Restricted Stock Award" shall mean a grant of Shares or
         of the right to purchase Shares pursuant to Section 12 hereof. Such
         Shares, when and if issued, shall be subject to such transfer 
         restrictions and risk of forfeiture as the Committee shall determine 
         at the time the Award is granted, until such specific conditions are 
         met. Such conditions may be based on continuing employment or 
         achievement of pre-established performance objectives, or both.

                  (y) "Rights" shall mean stock appreciation rights granted
         pursuant to the Plan, which shall entitle the holder thereof to receive
         from the Corporation cash or Shares or a combination of cash and Shares
         based upon the excess of the Fair Market Value of Shares at the time of
         exercise over the purchase price of the Shares subject to the related
         Option, or the Fair Market Value of Shares on the date the Rights were
         granted, as the case may be, subject to the terms and conditions of the
         Plan.

                  (z) "Reload Option" shall have the meaning set forth in
         Section 6.

                  (aa)  "Share" shall mean a share of common stock of
         the Corporation.

                  (bb) "Spread" shall mean (i) with respect to Conjunctive
         Rights and Alternative Rights, the excess of the Fair Market Value of
         one Share on the date of exercise of such Rights over the purchase
         price per Share payable under the related Option and (ii) with respect
         to Rights not granted in connection with an Option, the excess of the
         Fair Market Value of one Share on the date of exercise of such Rights
         over the Fair Market Value of one Share on the date such Rights were
         granted.

                  (cc) "Subsidiary" shall mean any corporation 50% or more of
         whose stock having general voting power is owned by the Corporation, or
         by another Subsidiary as herein defined, of the Corporation.

     3. ADMINISTRATION. The Plan shall be administered by a Committee of the
Board of Directors which shall consist of two or more directors of the
Corporation, each of whom shall be a "Non-Employee Director" within the meaning
of Rule 16b-3 under the Exchange Act and an "outside director" within the
meaning of Section 162(m) of the Internal Revenue Code. Notwithstanding the
foregoing prior to the consummation of the Corporation's initial public offering
of Shares, the Plan shall be administered by the Board of Directors. During such
time as the Plan is administered by the Board of Directors, all references in
the Plan to the Committee shall be deemed to refer to the Board of Directors.
The Committee shall establish such rules and procedures as are necessary or
advisable to administer the Plan.

     Determinations of the Committee as to any question which may arise with
respect to the interpretation of the provisions of the Plan and Incentive Awards
shall be final. The Committee may authorize and establish such rules,
regulations and revisions thereof not inconsistent with the provisions of the
Plan, as it may deem advisable to make the Plan and Incentive Awards effective
or provide for their administration, and may take such other action with regard
to the Plan and Incentive Awards as it shall deem desirable to effectuate their
purpose.

     4. PARTICIPANTS. Except as hereinafter provided, the class of persons who
are potential recipients of Incentive Awards granted under this Plan shall
consist of (i) the directors of, and consultants to, the Corporation or a
Subsidiary (including employees and directors of the Manager who perform
services for the Corporation) and (ii) key employees of the Corporation or a
Subsidiary, as determined by the Committee. The parties to whom Incentive Awards
are granted under this Plan, and the number of Shares subject to each such
Incentive Award, shall be determined by the Committee in its sole discretion,
subject, however, to the terms and conditions of this Plan. Notwithstanding any
other provision of the Plan, no Incentive Award may be granted to any Eligible
Person who, assuming the exercise or settlement of any Incentive Awards held by
such Eligible Person, would own or be deemed to own more than 9.8% of the number
of shares or value of any class of capital stock of the Corporation.

     5. SHARES. Subject to the provisions of Section 20 hereof, the Committee
may grant Incentive Awards with respect to an aggregate of up to 2,066,666
Shares, all of which Shares may be either Shares held in treasury or authorized
but unissued Shares; provided, however, that such number shall be increased on a
pro rata basis to the extent that (i) the number of Shares offered by the
Corporation in its initial public offering of Shares shall be increased from
15,000,000 or (ii) the over-allotment option granted to the underwriters in
connection with such offering shall be exercised. The maximum number of Shares
which may be the subject of Options and Rights granted during any calendar year
to any individual shall not exceed 1,300,000 Shares. If the Shares that would be
issued or transferred pursuant to any Incentive Awards are not issued or
transferred and cease to be issuable or transferable for any reason, or if
Restricted Shares which are subject to a Restricted Stock Award are forfeited,
the number of Shares subject to such Incentive Award will no longer be charged
against the limitation provided for herein and may again be made subject to
Incentive Awards; provided, however, that Shares as to which an Option has been
surrendered in connection with the exercise of an Alternative Right shall not
again be available for the grant of any further Incentive Awards.
Notwithstanding the preceding, with respect to any Option and/or any Rights
granted to any individual who is a "covered employee" within the meaning of
Section 162(m) of the Internal Revenue Code that is canceled, the number of
shares subject to such Option and/or Rights shall continue to count against the
maximum number of shares which may be the subject of Options and Rights granted
to such individual. For purposes of the preceding sentence, if, after grant, the
exercise price of an Option and/or the base amount of any Rights is reduced,
such reduction shall be treated as a cancellation of such Option and/or Rights
and the grant of a new Option and/or Rights (if any), and both the cancellation
of the Option and/or Rights and the new Option and/or Rights shall reduce the
maximum number of shares for which Options and Rights may be granted to the
holder of such Option and/or Rights.

     6. GRANT OF OPTIONS. The number of Options to be granted to any Eligible
Person shall be determined by the Committee in its sole discretion. At the time
an Option is granted, the Committee may, in its sole discretion, designate
whether such Option (a) is to be considered as an Incentive Stock Option, or (b)
is not to be treated as an Incentive Stock Option for purposes of this Plan and
the Internal Revenue Code. No Option which is intended to qualify as an
Incentive Stock Option shall be granted under this Plan to any individual who,
at the time of such grant, is not an employee of the Corporation or a
Subsidiary.

     Notwithstanding any other provision of this Plan to the contrary, to the
extent that the aggregate Fair Market Value (determined as of the date an Option
is granted) of the Shares with respect to which Options which are designated as
(or deemed to be) Incentive Stock Options granted to an employee (and any
incentive stock options granted to such employee under any other stock option
plan maintained by the Corporation or any Subsidiary that meets the requirements
of Section 422 of the Internal Revenue Code) first become exercisable in any
calendar year exceeds $100,000, such Options shall be treated as Options which
are not Incentive Stock Options. Options with respect to which no designation is
made by the Committee shall be deemed to be Incentive Stock Options to the
extent that the $100,000 limitation described in the preceding sentence is met.
This paragraph shall be applied by taking options into account in the order in
which they are granted.

     Nothing herein contained shall be construed to prohibit the issuance of
Options at different times to the same person.

     An Option may, in the discretion of the Committee, include a reload option
right which shall entitle the holder, upon (i) the exercise of such original
Option prior to the holder's termination of employment or service and (ii)
payment of the appropriate exercise price in Shares that have been owned by such
holder for at least six months prior to the date of exercise, to receive a new
Option (the "Reload Option") to purchase, at the Fair Market Value per Share on
the date of the exercise of the original Option, the number of Shares equal to
the number of whole Shares delivered by the holder as payment of the exercise
price of the original Option, subject to the availability of Shares under the
Plan at the time of exercise of the original Option. A Reload Option may, in the
discretion of the Committee, also allow that, upon the exercise of an Option
(using any method of payment) prior to the holder's termination of employment or
service, the holder shall receive a new Option to purchase at the Fair Market
Value per Share on the date of exercise of the original Option, the number of
Shares equal to the number of Shares issued upon exercise of the original
Option, subject to the availability of Shares under the Plan at the time of
exercise of the original Option. Any Reload Option shall be subject to the same
expiration date, and shall be exercisable at the same time or times as, the
original Option with respect to which it is granted. A Reload Option shall not
itself include any reload option rights.

     The form of Option shall be determined from time to time by the Committee.
A certificate of Option signed by the Chairman of the Board or the President or
a Vice President of the Corporation, shall be issued to each person to whom an
Option is granted. The certificate of Option for an Option shall be legended to
indicate whether or not the Option is an Incentive Stock Option.

     7. GRANT OF RIGHTS. The Committee shall have the authority to grant to any
Eligible Person, in its sole discretion, Rights which may be granted separately,
or in connection with an Option at the time of the grant of an Option. Rights
granted in connection with an Option shall be granted with respect to the same
number of Shares as are covered by the Option, subject to adjustment pursuant to
the provisions of Section 20 hereof, and may be exercised, as determined by the
Committee in its discretion at the time of the grant of the Rights, either in
conjunction with, or as an alternative to, the exercise of the related Option.

     Conjunctive Rights ("Conjunctive Rights") granted in connection with an
Option shall entitle the holder thereof to receive payment from the Corporation,
determined as hereinafter provided, only if and to the extent that the related
Option is exercisable and is exercised. Upon any exercise of an Option in
respect of which Conjunctive Rights shall have been granted, the holder of the
Rights shall be entitled to receive payment of an amount equal to the product
obtained by multiplying (i) the Spread, or a portion of the Spread determined by
the Committee at the time of grant, by (ii) the number of Shares in respect of
which the related Option shall have then been so exercised. Notwithstanding any
other provision of the Plan, Conjunctive Rights shall not be granted in
connection with an Option that is an Incentive Stock Option.

     Alternative Rights ("Alternative Rights") granted in connection with an
Option shall entitle the holder thereof to receive payment from the Corporation,
determined as hereinafter provided, only if and to the extent that the related
Option is exercisable, by surrendering the Option with respect to the number of
Shares as to which such Rights are then exercised. Such Option, to the extent
surrendered, shall be deemed exercised for purposes of the limitations under
Section 5. Upon any exercise of Alternative Rights, the holder thereof shall be
entitled to receive payment of an amount equal to the product obtained by
multiplying (i) the Spread, or a portion of the Spread determined by the
Committee at the time of grant, by (ii) the number of Shares in respect of which
the Rights shall have then been so exercised. Notwithstanding anything contained
herein, Alternative Rights granted in connection with an Option that is an
Incentive Stock Option may not be exercised at any time when the Fair Market
Value of the Shares subject thereto is less than the exercise price of such
Option.

     Rights granted without relationship to an Option shall be exercisable for a
duration determined by the Committee, but in no event more than ten years from
the date of grant. Such Rights shall entitle the holder, upon the exercise
thereof, to receive payment from the Corporation of an amount equal to the
product obtained by multiplying (i) the Spread, or a portion of the Spread
determined by the Committee at the time of grant, by (ii) the number of Shares
in respect of which the Rights shall have then been so exercised.

     Limited Rights that may only be exercised upon the occurrence of a Change
of Control may be granted, either in connection with an Option or without
relationship to an Option, on such terms, not inconsistent with this Section 7,
as the Committee may determine..

     Notwithstanding anything contained herein, the Committee may, in its sole
discretion, limit the amount payable upon the exercise of Rights. Any such
limitation shall be determined as of the date of grant and noted on the
certificate evidencing the grant of the Rights.

     Payment of the amount determined hereunder upon the exercise of Rights may
be made solely in cash, or solely in Shares valued at their Fair Market Value on
the date of exercise of Rights, or in a combination of cash and Shares, as
determined by the Committee. No fractional Shares shall be issued by the
Corporation, and settlement therefor shall be made in cash.

     The form of Rights shall be as determined from time to time by the
Committee. A certificate of Rights signed by the Chairman of the Board or the
President of the Corporation shall be delivered to each Eligible Person to whom
Rights are granted.

     8. PURCHASE PRICE UNDER OPTIONS AND RESTRICTED STOCK. The price per Share
of the Shares to be purchased pursuant to the exercise of any Option shall be
fixed by the Committee at the time of grant; provided, however, that the
purchase price per Share for the Shares to be purchased pursuant to the exercise
of an Incentive Stock Option shall not be less than the Fair Market Value of a
Share on the day on which the Option is granted.

     The purchase price per Share for Restricted Shares to be purchased pursuant
to Restricted Stock Awards shall be fixed by the Committee at the time of the
grant of the Restricted Stock Award; provided, however, that such purchase price
shall not be less than the par value of such Shares. Payment of such purchase
price shall be made in cash or by check payable to the order of the Corporation,
or by such other method as the Committee may permit.

     9. DURATION OF OPTIONS AND RELATED RIGHTS. The duration of any Option
granted under this Plan shall be fixed by the Committee at the time of grant;
provided, however, that no Option shall remain in effect for a period of more
than ten years from the date upon which the Option is granted. The duration of
any Rights granted in connection with any Option shall be coterminous with the
duration of the related Option.

     10. TEN PERCENT STOCKHOLDERS. Notwithstanding any other provision of this
Plan to the contrary, no Option which is intended to qualify as an Incentive
Stock Option may be granted under this Plan to any employee who, at the time the
Option is granted, owns shares possessing more than 10 percent of the total
combined voting power or value of all classes of stock of the Corporation,
unless the exercise price under such Option is at least 110% of the Fair Market
Value of a Share on the date such Option is granted and the duration of such
Option is no more than five years.

     11. EXERCISE OF OPTIONS AND RIGHTS. Except as otherwise provided herein,
Options and Rights, after the grant thereof, shall be exercisable by the holder
at such rate and times as may be fixed by the Committee.

     Notwithstanding the foregoing, all or any part of any remaining unexercised
Options or Rights granted to any person may be exercised upon the occurrence of
such special circumstance or event as in the opinion of the Board of Directors
merits special consideration.

     An Option shall be exercised by the delivery of a written notice duly
signed by the holder thereof to such effect ("Exercise Notice"), together with
the Option certificate and the full purchase price of the Shares purchased
pursuant to the exercise of the Option, to the Chairman of the Board or an
officer of the Corporation appointed by the Chairman of the Board for the
purpose of receiving the same. Payment of the full purchase price shall be made
as follows: in cash or by check payable to the order of the Corporation; by
delivery to the Corporation of Shares which shall be valued at their Fair Market
Value on the date of exercise of the Option (provided, that a holder may not use
any Shares acquired pursuant to this Plan or any other plan maintained by the
Corporation or a Subsidiary unless the holder has beneficially owned such Shares
for at least six months); or by such other methods as the Committee may permit
from time to time. Any Conjunctive Rights granted in connection with such Option
shall be exercised by the inclusion in the Exercise Notice of a notice of
exercise of Rights, together with the Rights certificate.

     Within a reasonable time after the exercise of an Option, the Corporation
shall cause to be delivered to the person entitled thereto, a certificate for
the Shares purchased pursuant to the exercise of the Option and, if Conjunctive
Rights have been exercised in connection therewith, the amount of cash and/or a
certificate for the number of Shares determined in accordance with Section 7
hereof. If the Option and any Conjunctive Rights shall have been exercised with
respect to less than all of the Shares subject to the Option and Rights, the
Corporation shall also cause to be delivered to the person entitled thereto a
new Option certificate and a new Rights certificate in replacement of the
certificates surrendered at the time of the exercise of the Option and Rights,
indicating the number of Shares with respect to which the Option and Rights
remain available for exercise, or the original Option certificate and Rights
certificate shall be endorsed to give effect to the partial exercise thereof.

     Alternative Rights or Rights not granted in connection with an Option shall
be exercised by the delivery of a duly signed notice in writing to such effect,
together with the Rights certificate. Holders of Alternative Rights shall also
surrender the related Option certificate. Within a reasonable time thereafter,
the Corporation shall cause to be delivered to the person entitled thereto, the
amount of cash and/or a certificate for the number of Shares determined in
accordance with Section 7 hereof. Upon the exercise of Alternative Rights, the
number of Shares subject to exercise under the related Option or portion thereof
shall be reduced by the number of Shares represented by the Option or portion
thereof surrendered. Shares subject to Options or portions thereof surrendered
upon the exercise of Alternative Rights shall not be available for subsequent
Incentive Awards under the Plan. If the Rights shall have been exercised with
respect to less than all of the Shares subject thereto (or to the related
Option, if any), the Corporation shall also cause to be delivered to the person
entitled thereto a Rights certificate (and an Option certificate, in the case of
Alternative Rights) with respect to the difference between the number of Shares
of the Rights certificate (and related Option certificate, if any) surrendered
at the time of the exercise of the Rights and the number of Shares with respect
to which the Rights were so exercised (and the related Option, if any, was so
surrendered), or the original Rights certificate (and related Option
certificate, if any) shall be endorsed to give effect to the partial exercise
(and surrender) thereof.

     Notwithstanding any other provision of the Plan or of any Option or Rights,
no Option or Rights granted pursuant to the Plan may be exercised at any time
when the Option or Rights or the granting or exercise thereof violates any law
or governmental order or regulation.

     12. TERMS AND CONDITIONS OF RESTRICTED STOCK AWARDS.

                  (a) All Restricted Shares granted to or purchased by an
Eligible Person pursuant to the Plan shall be subject to the following
conditions:

                  (i)  the Restricted Shares may not be sold, transferred,
         or otherwise alienated or hypothecated until the restrictions are 
         satisfied, removed or expire;

                  (ii) each certificate representing Restricted Shares issued
         pursuant to a Restricted Stock Award under this Plan shall bear a
         legend making appropriate reference to the restrictions imposed; and

                  (iii) the Committee may impose such other conditions as it may
         deem advisable on any Restricted Shares granted to or purchased by an
         Eligible Person pursuant to a Restricted Stock Award under this Plan,
         including, without limitation, restrictions under the requirements of
         any stock exchange upon which such Shares or shares of the same class
         are then listed, and under any securities law applicable to such
         Shares.

                  (b) The restrictions imposed under subsection (a) hereof upon
Restricted Stock Awards shall lapse in accordance with a schedule or such other
conditions as shall be determined by the Committee, subject to the provisions of
Section 19 hereof.

                  (c) Prior to the satisfaction, expiration or lapse of all of
the restrictions and conditions imposed upon Restricted Shares, a stock
certificate or certificates representing such Restricted Shares shall be
registered in the holder's name but shall be retained by the Corporation for the
holder's account. The holder shall have the right to vote such Restricted Shares
and shall have all other rights and privileges of a beneficial and record owner
with respect thereto, including, without limitation, the right to receive
dividends, distributions and adjustments with respect thereto; provided,
however, that such dividends, distributions and adjustments shall be retained by
the Corporation for the holder's account and for delivery to the holder,
together with the stock certificate or certificates representing such Restricted
Shares, as and when said restrictions and conditions shall have been satisfied,
expired or lapsed.

     13. DEFERRED STOCK AWARDS. The Committee shall have the authority to grant
to any Eligible Person a Deferred Stock Award, subject to the following terms
and conditions:

                  (i) Delivery of, and the issuance of certificates
         representing, Shares issuable pursuant to a Deferred Stock Award shall
         occur upon expiration of the deferral period specified by the Committee
         (or, if permitted by the Committee, as elected by the Eligible Person);

                  (ii) Deferred Stock Awards shall be subject to such
         restrictions as the Committee may impose, which restrictions may lapse
         at the expiration of the deferral period or at earlier specified times,
         separately or in combination, in installments, or otherwise, as the
         Committee may determine.

     14. BONUS AWARDS. The Committee shall have the authority to grant to any
Eligible Person Shares as a bonus, subject to such terms as shall be determined
by the Committee.

     15. DIVIDEND EQUIVALENTS. The Committee may grant to any Eligible Person
Dividend Equivalents entitling the holder to receive cash, Shares, other
Incentive Awards, or other property equal in value to dividends paid with
respect to a specified number of Shares. Dividend Equivalents may be awarded in
connection with another Incentive Award or without relationship to any other
Incentive Award. The Committee may provide that Dividend Equivalents shall be
paid or distributed when accrued or shall be deemed to have been reinvested in
additional Shares, Incentive Awards, or other investment vehicles, and subject
to such restrictions on transferability and risks of forfeiture, as the
Committee may specify.

     16. OTHER STOCK AWARDS. The Committee may, subject to limitations under
applicable law, grant to Eligible Persons such other Incentive Awards that may
be denominated or payable in, valued in whole or in part by reference to, or
otherwise based on, or related to, Shares and factors that may influence the
value of Shares, as deemed by the Committee to be consistent with the purposes
of the Plan, including, without limitation, convertible or exchangeable debt
securities, other rights convertible or exchangeable into Shares, purchase
rights for Shares, Incentive Awards with value and payment contingent upon
performance of the Corporation or any other factors designated by the Committee,
and Incentive Awards valued by reference to the book value of Shares or the
value of securities of or the performance of specified subsidiaries. The
Committee shall determine the terms and conditions of such Incentive Awards.
Shares issued pursuant to an Incentive Award in the nature of a purchase right
granted under this Section 16 shall be purchased for such consideration, paid
for at such times, by such methods, and in such forms, including, without
limitation, cash, Shares, other Incentive Awards, or other property, as the
Committee shall determine. Cash awards, as an element of or supplement to any
other Incentive Award under the Plan, may be granted pursuant to this Section
16.

     17. CONSIDERATION FOR INCENTIVE AWARDS. The Corporation shall obtain such
consideration for the grant of an Incentive Award as the Committee in its
discretion may determine.

     18. RESTRICTIONS ON TRANSFERABILITY OF INCENTIVE AWARDS. An Incentive Award
shall not be transferable otherwise than by will or the laws of descent and
distribution or as provided in this Section 18. Notwithstanding the preceding,
the Committee may, in its discretion and subject to such terms and conditions as
the Committee shall approve, authorize a transfer of any Incentive Award, other
than an Option which is an Incentive Stock Option, by the initial holder to (i)
the spouse, children, step children, grandchildren or other family members of
the initial holder ("Family Members"), (ii) a trust or trusts for the exclusive
benefit of such Family Members, (iii) a corporation or partnership in which such
Family Members and the initial holder are the only shareholders or partners, or
(iv) such other persons or entities which the Committee may permit; provided,
however, that subsequent transfers of such Incentive Awards shall be prohibited
except by will or the laws of descent and distribution. Following any transfer
of such an Incentive Award, such Incentive Award shall continue to be subject to
the same terms and conditions of the Incentive Award and of the Plan. An Option
which is intended to be an Incentive Stock Option shall not be transferable
otherwise than by will or the laws of descent and distribution and shall be
exercisable during the holder's lifetime only by the holder thereof.

     19. TERMINATION OF EMPLOYMENT OR SERVICE. All or any part of any Option
and/or Rights, to the extent unexercised, shall terminate immediately, upon the
cessation or termination for any reason of the holder's employment by, or
service as a director of or consultant to, the Corporation or any Subsidiary,
except that the holder shall have until the end of the 30th business day
following the cessation of his employment or service with the Corporation or its
Subsidiaries, and no longer, to exercise any unexercised Option and/or Rights
that he could have exercised on the day on which such employment or service
terminated; provided, that such exercise must be accomplished prior to the
expiration of the term of such Option and Rights. Notwithstanding the foregoing,
if the cessation of employment or service is due to disability (to an extent and
in a manner as shall be determined in each case by the Committee in its sole
discretion) or to death, the holder or the representative of the Estate or the
heirs of a deceased holder shall have the privilege of exercising the Options
and Rights which are exercisable but unexercised at the time of such disability
or death; provided, however, that such exercise must be accomplished prior to
the expiration of the term of such Option and Rights and within one year of the
holder's disability or death, as the case may be. The Board of Directors may, in
its sole discretion extend the post-termination exercise period under this
Section 19 with respect to any Option or Rights, but in no event beyond the
expiration of the term of such Option or Rights. If the employment or service of
any holder of an Option or Rights with the Corporation or a Subsidiary shall be
terminated for Cause, all unexercised Options and Rights of such holder shall
terminate immediately upon such termination of the holder's employment or
service with the Corporation and all Subsidiaries, and a holder of Options or
Rights whose employment or service with the Corporation and Subsidiaries is so
terminated, shall have no right after such termination to exercise any
unexercised Option or Rights he might have exercised prior to the termination of
his employment or service with the Corporation and Subsidiaries.

     Except as hereinafter provided, if a holder of a Restricted Stock Award or
Deferred Stock Award shall voluntarily or involuntarily leave the employ of the
Corporation or any Subsidiary, then (i) all Restricted Shares subject to
restrictions at the time his employment terminates (and any dividends,
distributions and adjustments retained by the Corporation with respect thereto),
and (ii) any Shares subject to a Deferred Stock Award with respect to which the
deferral period has not expired, shall be forfeited and any consideration
received therefor from the holder shall be returned to the holder.
Notwithstanding the foregoing, all restrictions to which Restricted Stock Awards
are subject shall lapse, and the deferral period under a Deferred Stock Award
shall expire, upon the occurrence of such special circumstance or event as in
the opinion of the Board of Directors merits special consideration.

     The consequence of a termination of employment or service with respect to
the holder of a Bonus Award, Dividend Equivalents or an Other Stock-Based Award
shall be as determined by the Committee at the time of grant of any such
Incentive Award, subject, however, to any determination by the Board of
Directors upon the occurrence of such special circumstance or event as in the
opinion of the Board of Directors merits special consideration.

     Notwithstanding any other provision of this Plan to the contrary, (i) if
the employment or service of any holder of an Incentive Award with the
Corporation or a Subsidiary shall be terminated by the Corporation or Subsidiary
other than for Cause and without the occurrence of a Change of Control, then all
conditions and/or restrictions relating to the continued employment or
performance of services and/or achievement of performance objectives with
respect to the exercisability or full enjoyment of an Incentive Award granted to
such holder shall immediately lapse upon such termination, and (ii) if the
management agreement between the Corporation and the Manager terminates without
the occurrence of a Termination Event (as hereinafter defined) or a Change of
Control, then all conditions and/or restrictions relating to the continued
performance of services and/or the achievement of performance objectives with
respect to the exercisability or full enjoyment of an Incentive Award granted to
the Manager or to an individual in his capacity as an employee or director of
the Manager shall immediately lapse upon such termination. For purposes of this
paragraph, a "Termination Event" shall mean the occurrence of any of the
following events:

                  (1) the Manager violating any material provision of its
         management agreement with the Corporation, if, after notice of such
         violation, it shall not have cured such violation within 30 days; or

                  (2) the Manager ceasing to be registered as an investment
         adviser under the Investment Advisers Act of 1940, as amended, if such
         registration is required as a matter of law; or

                  (3)(i) the Manager generally not paying its obligations as
         such obligations become due, or admitting in writing its inability to
         pay its obligations generally, or making a general assignment for the
         benefit of creditors; or (ii) any proceeding being instituted by or
         against the Manager seeking to adjudicate it a bankrupt or insolvent,
         or seeking liquidation, winding up, reorganization, arrangement,
         adjustment, protection, relief, or composition of it or its obligations
         under any law relating to bankruptcy, insolvency or reorganization or
         relief of debtors, or seeking the entry of any order for relief or the
         appointment of a receiver, trustee, custodian or other similar official
         for it or for any substantial part of its property and, in the case of
         any such proceeding instituted against it (but not instituted by it),
         such proceeding remaining undismissed or unstayed for a period of sixty
         days; or (iii) any of the actions sought in any proceeding described in
         (ii) above (including an order for relief against, or the appointment
         of a receiver, trustee, custodian or other similar official for, it or
         any substantial part of its property) occurring or (iv) the Manager
         taking any action to authorize any of the actions set forth above in
         this subsection.

     20. ADJUSTMENT PROVISION; ACCELERATION UPON CHANGE OF CONTROL. If prior to
the complete exercise of any Option, or prior to the satisfaction, expiration or
lapse of all of the restrictions and conditions imposed pursuant to a Restricted
Stock Award, a Deferred Stock Award, or Bonus Stock Award, there shall be
declared and paid a stock dividend upon the Shares or if the Shares shall be
split up, converted, exchanged, reclassified, or in any way substituted for,

         (a) in the case of an Option, then the Option, to the extent that it
has not been exercised, shall entitle the holder thereof upon the future
exercise of the Option to such number and kind of securities or cash or other
property subject to the terms of the Option to which he would have been entitled
had he actually owned the Shares subject to the unexercised portion of the
Option at the time of the occurrence of such stock dividend, split-up,
conversion, exchange, reclassification or substitution, and the aggregate
purchase price upon the future exercise of the Option shall be the same as if
the originally optioned Shares were being purchased thereunder;

         (b) in the case of a Restricted Share issued pursuant to a Restricted
Stock Award, the holder of such Award shall receive, subject to the same
restrictions and other conditions of such Award as determined pursuant to the
provisions of Section 12, the same securities or other property as are received
by the holders of the Corporation's Shares pursuant to such stock dividend,
split-up, conversion, exchange, reclassification or substitution; and

         (c) in the case of a Deferred Stock Award or Bonus Stock Award, the
holder shall receive, at such time as would otherwise apply under such Award,
such number and kind of securities or cash or other property to which he would
have been entitled had he actually owned the Shares subject to the Deferred
Stock Award or Bonus Stock Award at the time of the occurrence of such stock
dividend, split-up, conversion, exchange, reclassification or substitution.

Any fractional shares or securities issuable upon the exercise of the Option as
a result of such adjustment shall be payable in cash based upon the Fair Market
Value of such shares or securities at the time of such exercise. If any such
event should occur, the number of Shares with respect to which Incentive Awards
remain to be issued, or with respect to which Incentive Awards may be reissued,
shall be adjusted in a similar manner.

     In addition to the adjustments provided for in the preceding paragraph,
upon the occurrence of any of the events referred to in said paragraph prior to
the complete exercise of any Rights or the complete payment of any Dividend
Equivalents or payments pursuant to an Other Stock-Based Award, the Committee,
in its sole discretion, shall determine the amount of cash and/or number of
Shares or other property to which the holder of the Rights shall be entitled
upon their exercise, or which shall be paid to the holder of Dividend
Equivalents or an Other Stock-Based Award at such time as payment would
otherwise be made, so that there shall be no increase or dilution in the cash
and/or value of the Shares or other property to which the holder shall be
entitled by reason of such events.

     Notwithstanding any other provision of the Plan, all conditions and/or
restrictions relating to the continued employment or performance of services
and/or the achievement of performance objectives with respect to the
exercisability or full enjoyment of an Incentive Award shall immediately lapse
upon a Change of Control; provided, however, that if it is intended that the
transaction constituting such Change of Control be eligible for pooling of
interests accounting treatment and the operation of this paragraph would
otherwise cause such transaction to be ineligible for such pooling of interests
accounting treatment, then this paragraph shall be applicable to such extent,
and as soon as permissible under generally accepted accounting principles, as
would enable such transaction to be eligible for such pooling of interests
accounting treatment.

     In the event of a recapitalization, merger, consolidation, rights offering,
separation, reorganization or liquidation, or any other change in the corporate
structure or outstanding Shares, the Committee may make such equitable
adjustments to the number of Shares and the class of shares available hereunder
or to any outstanding Incentive Awards as it shall deem appropriate to prevent
dilution or enlargement of rights.

     21. ISSUANCE OF SHARES AND COMPLIANCE WITH SECURITIES Act. The Corporation
may postpone the issuance and delivery of Shares pursuant to the grant or
exercise of any Incentive Award until (a) the admission of such Shares to
listing on any stock exchange on which Shares of the Corporation of the same
class are then listed, and (b) the completion of such registration or other
qualification of such Shares under any State or Federal law, rule or regulation
as the Corporation shall determine to be necessary or advisable. Any holder of
an Incentive Award shall make such representations and furnish such information
as may, in the opinion of counsel for the Corporation, be appropriate to permit
the Corporation, in the light of the then existence or non-existence with
respect to such Shares of an effective Registration Statement under the
Securities Act of 1933, as from time to time amended (the "Securities Act"), to
issue the Shares in compliance with the provisions of the Securities Act or any
comparable act. The Corporation shall have the right, in its sole discretion, to
legend any Shares which may be issued pursuant to the grant or exercise of any
Incentive Award, or may issue stop transfer orders in respect thereof.

     22. INCOME TAX WITHHOLDING. If the Corporation or a Subsidiary shall be
required to withhold any amounts by reason of any Federal, State or local tax
rules or regulations in respect of the issuance of Shares pursuant to the grant
or exercise of any Incentive Award, the Corporation or the Subsidiary shall be
entitled to deduct and withhold such amounts from any cash payments to be made
to the holder of such Incentive Award. In any event, the holder shall make
available to the Corporation or Subsidiary, promptly when requested by the
Corporation or such Subsidiary, sufficient funds to meet the requirements of
such withholding; and the Corporation or Subsidiary shall be entitled to take
and authorize such steps as it may deem advisable in order to have such funds
made available to the Corporation or Subsidiary out of any funds or property due
or to become due to the holder of such Incentive Award.

     23. AMENDMENT OF THE PLAN. Except as hereinafter provided, the Board of
Directors or the Committee may at any time withdraw or from time to time amend
the Plan as it relates to, and the terms and conditions of, any Incentive Awards
not theretofore granted, and the Board of Directors or the Committee, with the
consent of the affected holder of an Incentive Award, may at any time withdraw
or from time to time amend the Plan as it relates to, and the terms and
conditions of, any outstanding Incentive Award. Notwithstanding the foregoing,
any amendment by the Board of Directors or the Committee which would increase
the number of Shares issuable under the Plan or with respect to Options and
Rights granted to any individual during any calendar year or change the class of
Eligible Persons shall be subject to the approval of the shareholders of the
Corporation.

     24. NO RIGHT OF EMPLOYMENT OR SERVICE. Nothing contained herein or in an
Incentive Award shall be construed to confer on any employee, director or
consultant any right to be continued in the employ of the Corporation or any
Subsidiary or as a director of, or consultant to, the Corporation or a
Subsidiary or derogate from any right of the Corporation and any Subsidiary to
retire, request the resignation of, discharge or cease its consulting
arrangement with such employee, director or consultant (without or with pay), at
any time, with or without cause.

     25. EFFECTIVE DATE OF THE PLAN. This Plan is effective as of November 6,
1997.

     26. FINAL ISSUANCE DATE. No Incentive Award shall be granted under the Plan
after November 5, 2007.

<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents heretofore filed by the Registrant with the
Securities and Exchange Commission (the "Commission") are incorporated herein by
reference:

         (a) Item 1 of the Registrant's Registration Statement on Form 8-A,
filed November 3, 1997 to register the Registrant's Common Stock, par value
$.001 per share (the "Common Stock"), pursuant to Section 12(b) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act").

         (b) The Registrant's Prospectus dated November 25, 1997 included in the
Registration Statement on Form S-11 (No. 333-35673) filed under the Act.

     No reports have yet been filed by the Registrant pursuant to Section 13(a)
or 15(d) of the Exchange Act.

     All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Exchange Act 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 part hereof
from the date of filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section 2-418 of the Corporations and Associations Article of the Annotated
Code of Maryland (the "Maryland General Corporation Law") provides that a
Maryland corporation may indemnify any director of the corporation and any
person who, while a director of the corporation, is or was serving at the
request of the corporation as director, officer, partner, trustee, employee, or
agent of another foreign or domestic corporation, partnership, joint venture,
trust, or other enterprise or employee benefit plan, is made a party to any
proceeding by reason of service in that capacity unless it is established that
the act or omission of the director was material to the matter giving rise to
the proceeding and was committed in bad faith or was the result of active and
deliberate dishonesty; or the director actually received an improper personal
benefit in money, property or services; or, in the case of any criminal
proceeding, the director had reasonable cause to believe that the act or
omission was unlawful. Indemnification may be against judgments, penalties,
fines, settlements, and reasonable expenses actually incurred by the director in
connection with the proceeding, but if the proceeding was one by or in the right
of the corporation, indemnification may not be made in respect of any
proceedings in which the director shall have been adjudged to be liable to the
corporation. Such indemnification may not be made unless authorized for a
specific proceeding after a determination has been made, in the manner
prescribed by the law, that indemnification is permissible in the circumstances
because the director has met the applicable standard of conduct. On the other
hand, the director must be indemnified for expenses if he has been successful in
the defense of the proceeding or as otherwise ordered by a court. The law also
prescribes the circumstances under which the corporation may advance expenses
to, or obtain insurance or similar protection for, directors.

     The law also provides for comparable indemnification for corporate officers
and agents.

         The Registrant's Charter provide that its directors and officers shall,
and its agents in the discretion of the Board of Directors may, be indemnified
to the fullest extent required or permitted from time to time by the laws of
Maryland.

     The Maryland General Corporation Law permits the charter of a Maryland
corporation to include a provision limiting the liability of its directors and
officers to the corporation and its stockholders for money damages except to the
extent that (i) it is proved that the person actually received an improper
benefit or profit in money, property or services for the amount of the benefit
or profit in money, property or services actually received, or (ii) a judgment
or other final adjudication is entered in a proceeding based on a finding that
the person's action, or failure to act, was the result of active and deliberate
dishonesty and was material to the cause of action adjudicated in the
proceeding. The Registrant's Charter contains a provision providing for
elimination of the liability of its directors and officers to the Registrant or
its stockholders for money damages to the maximum extent permitted by Maryland
law from time to time.

     Policies of insurance may be obtained and maintained by the Company under
which its directors and officers, will be insured, within the limits and subject
to the limitations of the policies, against certain expenses in connection with
the defense of, and certain liabilities which might be imposed as a result of,
actions, suits or proceedings to which they are parties by reason of being or
having been such directors or officers.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8.  EXHIBITS.

Exhibit
Number

4.1    -   1997 Stock Incentive Plan.

5      -   Opinion of Miles & Stockbridge, a Professional Corporation, as to the
           legality of the securities.

23.1   -   Consent of Miles & Stockbridge, a Professional Corporation.
           Included in Exhibit 5 to this Registration Statement.

23.2   -   Consent of Deloitte & Touche LLP.

24     -   Power of Attorney (included on signature page).

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:

                      (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;

                     (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 (1)(i) and (1)(ii) do not
apply if the registration Statement is on Form S-3 or Form S-8 and the
information required to be included in a post-effective amendment by those
 paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 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.

                  (4) If the Registrant is a foreign private issuer, to file a
post-effective amendment to the Registration Statement to include any financial
statements required by Rule 3-19 of Regulation S-X at the start of any delayed
offering or throughout a continuous offering.

     The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 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.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
of 1933 and is, therefore, unenforceable. In the event that a claim for
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 of 1933 and will be governed by the final adjudication of such issue.
<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing this 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 Short Hills, State of New Jersey on the 17th day of
December, 1997.

                                  LASER MORTGAGE MANAGEMENT, INC.


                                  By:/S/ MICHAEL L. SMIRLOCK
                                     Michael L. Smirlock
                                     Chief Executive Officer

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Michael L. Smirlock and his true and
lawful attorney-in-fact and agent with full power of substitution and
resubstitution, for him or her and in his name, place and stead, in any and all
capabilities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same with all
exhibits thereto, and all documents in connection therewith, with the Securities
and Exchange Commission, granting said attorney-in-fact and agent and each of
them, 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 as to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent or any of them, or their or
his substitutes, may lawfully do or cause to be done by virtue hereof.

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

 Signatures                     Title                                  Date

                          Chief Executive Officer, Chairman   December 17, 1997
/S/MICHAEL L. SMIRLOCK    of the Board a Director     
 Michael L. Smirlock      (principal executive officer)


/S/DAVID A. TEPPER        Director                            December 17, 1997
David A. Tepper                                                        


                          Chief Financial Officer,            December 17, 1997
/S/THOMAS G. JONOVICH     Treasurer (principal financial
Thomas G. Jonovich        and accounting officer)


/S/MARTIN BERNSTEIN       Director                            December 17, 1997
Martin Bernstein    


/S/WILLIAM MARSHALL       Director                           December  17, 1997
William Marshall      


/S/FREDERICK N. KHEDOURI  Director                           December  17, 1997
Frederick N. Khedouri                                                       

<PAGE>

                                  EXHIBIT INDEX

EXHIBIT                                                                PAGE
NUMBER                DESCRIPTION                                      NUMBER

4.1            1997 Stock Incentive Plan.

5              Opinion of Miles & Stockbridge, a Professional Corporation.

23.1           Consent of Miles & Stockbridge, a Professional Corporation.
               Included in Exhibit 5 to this Registration Statement.

23.2           Consent of Deloitte & Touche LLP

24             Power of Attorney (included on signature page).
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 69098}]
{"company-data": {"conformed-name": "LASER MORTGAGE MANAGEMENT INC", "cik": "0001046099", "assigned-sic": "6199", "irs-number": "223535916", "state-of-incorporation": "MD", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-43229", "film-number": "97744064"}, "business-address": {"street1": "51 JOHN F KENNEDY PKWY", "city": "SHORT HILLS", "state": "NJ", "zip": "07078", "phone": "9739128770"}}
REGISTRATION NO. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                         LASER MORTGAGE MANAGEMENT, INC.
             (Exact name of registrant as specified in its charter)

              MARYLAND                           22-3535916
          (State or other jurisdiction         (I.R.S. employer
         of incorporation or organization)     identification no.)

                         LASER MORTGAGE MANAGEMENT, INC.
                           51 JOHN F. KENNEDY PARKWAY
                          SHORT HILLS, NEW JERSEY 07078
                                 (973) 912-8770
                     (Name, address, including zip code, and
                    telephone number, including area code, of
                    Registrant's principal executive offices)

                            1997 STOCK INCENTIVE PLAN
                       OF LASER MORTGAGE MANAGEMENT, INC.
                            (Full title of the plan)

                           MICHAEL L. SMIRLOCK, PH.D.
                             CHIEF EXECUTIVE OFFICER
                         LASER MORTGAGE MANAGEMENT, INC.
                           51 JOHN F. KENNEDY PARKWAY
                          SHORT HILLS, NEW JERSEY 07078
                                 (973) 912-8770
                     (Name, address, including zip code, and
                    telephone number, including area code, of
                         Registrant's agent for service)

                                    COPY TO:
                             STUART H. COLEMAN, ESQ.
                          STROOCK & STROOCK & LAVAN LLP
                                 180 MAIDEN LANE
                          NEW YORK, NEW YORK 10038-4982
                                 (212) 806-6049
CALCULATION OF REGISTRATION FEE
=============================================================================================================================
       TITLE OF EACH                                          PROPOSED                PROPOSED
         CLASS OF                   AMOUNT TO BE               MAXIMUM                MAXIMUM                AMOUNT OF
       SECURITIES TO                REGISTERED(1)              OFFERING               AGGREGATE              REGISTRATION
       BE REGISTERED                                           PRICE PER              OFFERING               FEE
                                                               SHARE(2)               PRICE(2)
-----------------------------------------------------------------------------------------------------------------------------
Common Stock, $0.01 par value      2,066,666 shares            $14.25               $29,449,990.50             $8,6877.74
=============================================================================================================================
(1)      In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
         as amended, this registration statement also covers an indeterminate
         amount of interests to be offered pursuant to the 1997 Stock Incentive
         Plan described herein.

(2)      Estimated solely for purposes of calculating the registration fee
         pursuant to Rule 457(c) on the basis of the average high and low
         closing sale price for a share of Common Stock of Registrant as
         reported on the New York Stock Exchange on December 16, 1977.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

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

     This Registration Statement on Form S-8 of LASER Mortgage Management, Inc.,
a Maryland corporation (the "Registrant"), covers 2,066,666 shares of the
Registrant's common stock, par value $.001 per share (the "Common Stock"),
reserved for issuance under the 1997 Stock Incentive Plan (the "Plan").
1997 STOCK INCENTIVE PLAN
                                       OF
                         LASER MORTGAGE MANAGEMENT, INC.

     1. PURPOSE. The purpose of this Stock Incentive Plan is to advance the
interests of the Corporation by encouraging and enabling the acquisition of a
larger personal proprietary interest in the Corporation by directors and key
employees of the Corporation and its Subsidiaries upon whose judgment and keen
interest the Corporation is largely dependent for the successful conduct of its
operations and by providing such directors and key employees with incentives to
put forth maximum efforts for the success of the Corporation's business. It is
anticipated that the acquisition of such proprietary interest in the Corporation
and such incentives will stimulate the efforts of such directors and key
employees on behalf of the Corporation and its Subsidiaries and strengthen their
desire to remain with the Corporation and its Subsidiaries. It is also expected
that such incentives and the opportunity to acquire such a proprietary interest
will enable the Corporation and its Subsidiaries to attract desirable personnel.

     2. DEFINITIONS. When used in this Plan, unless the context otherwise
requires:

                  (a) "Alternative Rights" shall have the meaning set forth in
         Section 7.

                  (b) "Board of Directors" shall mean the Board of Directors of
         the Corporation, as constituted at any time.

                  (c) "Bonus Award" shall mean an Incentive Award granted in
         accordance with Section 14.

                  (d) "Cause" shall mean, with respect to the holder of an
         Incentive Award, the holder's violation of the duties of such
         employment or service with the Corporation or a Subsidiary as he may
         from time to time have, the existence of which violation shall be
         determined by the Committee in its sole discretion (which determination
         by the Committee shall be conclusive).

                  (e) "Chairman of the Board" shall mean the person who at the
         time shall be Chairman of the Board of Directors.

                  (f) "Change of Control" shall be deemed to have occurred if
         (x) any "person" or group of "persons" (as the term "person" is used in
         Sections 13(d) and 14(d) of the Exchange Act) ("Person"), acquires (or
         has acquired during the twelve-month period ending on the date of the
         most recent acquisition by such Person) direct or indirect
         beneficial ownership of securities of the Corporation representing
         33-1/3% or more of the combined voting power of the then outstanding
         securities of the Corporation or (y) a Person acquires (or has acquired
         during the twelve-month period ending on the date of the most recent
         acquisition by such Person) assets from the Corporation that have a
         total fair market value equal to or more than one-third of the total
         fair market value of all of the assets of the Corporation immediately
         prior to such acquisition; provided, however, that if any transaction
         or event or series of transactions or events resulting in a Change of
         Control is approved by a majority of the members of the Board of
         Directors holding office prior to the transaction or event or series of
         transactions or events, then the transaction or event or series of
         transactions or events shall not be deemed to be a Change of Control.
         Notwithstanding the foregoing, for purposes of subsection (x), a Change
         of Control will not be deemed to have occurred if the power to control
         (directly or indirectly) the management and policies of the Corporation
         is not transferred from a Person to another Person; and, for purposes
         of subsection (y), a Change of Control will not be deemed to occur if
         the assets of the Corporation are transferred: (i) to a shareholder in
         exchange for his stock, (ii) to an entity in which the Corporation has
         (directly or indirectly) 50% ownership, or (iii) to a Person that has
         (directly or directly) at least 50% ownership of the Corporation with
         respect to its stock outstanding, or to any entity in which such Person
         possesses (directly or indirectly) 50% ownership.

                  (g) "Committee" shall mean the Committee hereinafter described
         in Section 3.

                  (h) "Conjunctive Rights" shall have the meaning set forth in
         Section 7.

                  (i) "Corporation" shall mean LASER Mortgage Management, Inc.

                  (j) "Deferred Stock Award" shall mean an Incentive Award
         granted in accordance with Section 13.

                  (k) "Dividend Equivalent" shall mean an Incentive Award
         granted in accordance with Section 15.

                  (l) "Eligible Persons" shall mean those persons described in
         Section 4 who are potential recipients of Incentive Awards.

                  (m) "Exchange Act" shall mean the Securities Exchange Act of
         1934, as amended.

                  (n) "Fair Market Value" on a specified date shall mean the
         closing price at which a Share is traded on the stock exchange, if any,
         on which Shares are primarily traded or, if the Shares are not then
         traded on a stock exchange, the closing price of a Share as reported on
         the Nasdaq National Market System or, if the Shares are not then traded
         on the Nasdaq National Market System, the average of the closing bid
         and asked prices at which a Share is traded on the over-the-counter
         market, but if no Shares were traded on such date, then on the last
         previous date on which a Share was so traded, or, if none of the above
         are applicable, the value of a Share as established by the Board of
         Directors for such date using any reasonable method of valuation.

                  (o) "Incentive Award" shall mean an Option, Restricted Stock
         Award, Rights, Deferred Stock Award, Bonus Award, Dividend Equivalent,
         or Other Stock-Based Award granted pursuant to this Plan.

                  (p) "Incentive Stock Option" shall have the meaning set forth
         in section 422 of the Internal Revenue Code.

                  (q) "Internal Revenue Code" shall mean the Internal Revenue
         Code of 1986, as amended.

                  (r)  "Manager" shall mean Laser Advisers Inc.

                  (s) "Options" shall mean the stock options granted pursuant to
         this Plan.

                  (t) "Other Stock-Based Award" shall mean an Incentive Award
         granted in accordance with Section 16.

                  (u) "Plan" shall mean this 1997 Stock Incentive Plan of LASER
         Mortgage Management, Inc., as adopted by the Board of Directors on
         November 6, 1997, and approved by the sole shareholder of the
         Corporation on December 1, 1997 as such Plan from time to time may be
         amended.

                  (v) "President" shall mean the person who at the time shall be
         the President of the Corporation.

                  (w) "Restricted Shares" shall mean the Shares issued as a
         result of a Restricted Stock Award.

                  (x) "Restricted Stock Award" shall mean a grant of Shares or
         of the right to purchase Shares pursuant to Section 12 hereof. Such
         Shares, when and if issued, shall be subject to such transfer 
         restrictions and risk of forfeiture as the Committee shall determine 
         at the time the Award is granted, until such specific conditions are 
         met. Such conditions may be based on continuing employment or 
         achievement of pre-established performance objectives, or both.

                  (y) "Rights" shall mean stock appreciation rights granted
         pursuant to the Plan, which shall entitle the holder thereof to receive
         from the Corporation cash or Shares or a combination of cash and Shares
         based upon the excess of the Fair Market Value of Shares at the time of
         exercise over the purchase price of the Shares subject to the related
         Option, or the Fair Market Value of Shares on the date the Rights were
         granted, as the case may be, subject to the terms and conditions of the
         Plan.

                  (z) "Reload Option" shall have the meaning set forth in
         Section 6.

                  (aa)  "Share" shall mean a share of common stock of
         the Corporation.

                  (bb) "Spread" shall mean (i) with respect to Conjunctive
         Rights and Alternative Rights, the excess of the Fair Market Value of
         one Share on the date of exercise of such Rights over the purchase
         price per Share payable under the related Option and (ii) with respect
         to Rights not granted in connection with an Option, the excess of the
         Fair Market Value of one Share on the date of exercise of such Rights
         over the Fair Market Value of one Share on the date such Rights were
         granted.

                  (cc) "Subsidiary" shall mean any corporation 50% or more of
         whose stock having general voting power is owned by the Corporation, or
         by another Subsidiary as herein defined, of the Corporation.

     3. ADMINISTRATION. The Plan shall be administered by a Committee of the
Board of Directors which shall consist of two or more directors of the
Corporation, each of whom shall be a "Non-Employee Director" within the meaning
of Rule 16b-3 under the Exchange Act and an "outside director" within the
meaning of Section 162(m) of the Internal Revenue Code. Notwithstanding the
foregoing prior to the consummation of the Corporation's initial public offering
of Shares, the Plan shall be administered by the Board of Directors. During such
time as the Plan is administered by the Board of Directors, all references in
the Plan to the Committee shall be deemed to refer to the Board of Directors.
The Committee shall establish such rules and procedures as are necessary or
advisable to administer the Plan.

     Determinations of the Committee as to any question which may arise with
respect to the interpretation of the provisions of the Plan and Incentive Awards
shall be final. The Committee may authorize and establish such rules,
regulations and revisions thereof not inconsistent with the provisions of the
Plan, as it may deem advisable to make the Plan and Incentive Awards effective
or provide for their administration, and may take such other action with regard
to the Plan and Incentive Awards as it shall deem desirable to effectuate their
purpose.

     4. PARTICIPANTS. Except as hereinafter provided, the class of persons who
are potential recipients of Incentive Awards granted under this Plan shall
consist of (i) the directors of, and consultants to, the Corporation or a
Subsidiary (including employees and directors of the Manager who perform
services for the Corporation) and (ii) key employees of the Corporation or a
Subsidiary, as determined by the Committee. The parties to whom Incentive Awards
are granted under this Plan, and the number of Shares subject to each such
Incentive Award, shall be determined by the Committee in its sole discretion,
subject, however, to the terms and conditions of this Plan. Notwithstanding any
other provision of the Plan, no Incentive Award may be granted to any Eligible
Person who, assuming the exercise or settlement of any Incentive Awards held by
such Eligible Person, would own or be deemed to own more than 9.8% of the number
of shares or value of any class of capital stock of the Corporation.

     5. SHARES. Subject to the provisions of Section 20 hereof, the Committee
may grant Incentive Awards with respect to an aggregate of up to 2,066,666
Shares, all of which Shares may be either Shares held in treasury or authorized
but unissued Shares; provided, however, that such number shall be increased on a
pro rata basis to the extent that (i) the number of Shares offered by the
Corporation in its initial public offering of Shares shall be increased from
15,000,000 or (ii) the over-allotment option granted to the underwriters in
connection with such offering shall be exercised. The maximum number of Shares
which may be the subject of Options and Rights granted during any calendar year
to any individual shall not exceed 1,300,000 Shares. If the Shares that would be
issued or transferred pursuant to any Incentive Awards are not issued or
transferred and cease to be issuable or transferable for any reason, or if
Restricted Shares which are subject to a Restricted Stock Award are forfeited,
the number of Shares subject to such Incentive Award will no longer be charged
against the limitation provided for herein and may again be made subject to
Incentive Awards; provided, however, that Shares as to which an Option has been
surrendered in connection with the exercise of an Alternative Right shall not
again be available for the grant of any further Incentive Awards.
Notwithstanding the preceding, with respect to any Option and/or any Rights
granted to any individual who is a "covered employee" within the meaning of
Section 162(m) of the Internal Revenue Code that is canceled, the number of
shares subject to such Option and/or Rights shall continue to count against the
maximum number of shares which may be the subject of Options and Rights granted
to such individual. For purposes of the preceding sentence, if, after grant, the
exercise price of an Option and/or the base amount of any Rights is reduced,
such reduction shall be treated as a cancellation of such Option and/or Rights
and the grant of a new Option and/or Rights (if any), and both the cancellation
of the Option and/or Rights and the new Option and/or Rights shall reduce the
maximum number of shares for which Options and Rights may be granted to the
holder of such Option and/or Rights.

     6. GRANT OF OPTIONS. The number of Options to be granted to any Eligible
Person shall be determined by the Committee in its sole discretion. At the time
an Option is granted, the Committee may, in its sole discretion, designate
whether such Option (a) is to be considered as an Incentive Stock Option, or (b)
is not to be treated as an Incentive Stock Option for purposes of this Plan and
the Internal Revenue Code. No Option which is intended to qualify as an
Incentive Stock Option shall be granted under this Plan to any individual who,
at the time of such grant, is not an employee of the Corporation or a
Subsidiary.

     Notwithstanding any other provision of this Plan to the contrary, to the
extent that the aggregate Fair Market Value (determined as of the date an Option
is granted) of the Shares with respect to which Options which are designated as
(or deemed to be) Incentive Stock Options granted to an employee (and any
incentive stock options granted to such employee under any other stock option
plan maintained by the Corporation or any Subsidiary that meets the requirements
of Section 422 of the Internal Revenue Code) first become exercisable in any
calendar year exceeds $100,000, such Options shall be treated as Options which
are not Incentive Stock Options. Options with respect to which no designation is
made by the Committee shall be deemed to be Incentive Stock Options to the
extent that the $100,000 limitation described in the preceding sentence is met.
This paragraph shall be applied by taking options into account in the order in
which they are granted.

     Nothing herein contained shall be construed to prohibit the issuance of
Options at different times to the same person.

     An Option may, in the discretion of the Committee, include a reload option
right which shall entitle the holder, upon (i) the exercise of such original
Option prior to the holder's termination of employment or service and (ii)
payment of the appropriate exercise price in Shares that have been owned by such
holder for at least six months prior to the date of exercise, to receive a new
Option (the "Reload Option") to purchase, at the Fair Market Value per Share on
the date of the exercise of the original Option, the number of Shares equal to
the number of whole Shares delivered by the holder as payment of the exercise
price of the original Option, subject to the availability of Shares under the
Plan at the time of exercise of the original Option. A Reload Option may, in the
discretion of the Committee, also allow that, upon the exercise of an Option
(using any method of payment) prior to the holder's termination of employment or
service, the holder shall receive a new Option to purchase at the Fair Market
Value per Share on the date of exercise of the original Option, the number of
Shares equal to the number of Shares issued upon exercise of the original
Option, subject to the availability of Shares under the Plan at the time of
exercise of the original Option. Any Reload Option shall be subject to the same
expiration date, and shall be exercisable at the same time or times as, the
original Option with respect to which it is granted. A Reload Option shall not
itself include any reload option rights.

     The form of Option shall be determined from time to time by the Committee.
A certificate of Option signed by the Chairman of the Board or the President or
a Vice President of the Corporation, shall be issued to each person to whom an
Option is granted. The certificate of Option for an Option shall be legended to
indicate whether or not the Option is an Incentive Stock Option.

     7. GRANT OF RIGHTS. The Committee shall have the authority to grant to any
Eligible Person, in its sole discretion, Rights which may be granted separately,
or in connection with an Option at the time of the grant of an Option. Rights
granted in connection with an Option shall be granted with respect to the same
number of Shares as are covered by the Option, subject to adjustment pursuant to
the provisions of Section 20 hereof, and may be exercised, as determined by the
Committee in its discretion at the time of the grant of the Rights, either in
conjunction with, or as an alternative to, the exercise of the related Option.

     Conjunctive Rights ("Conjunctive Rights") granted in connection with an
Option shall entitle the holder thereof to receive payment from the Corporation,
determined as hereinafter provided, only if and to the extent that the related
Option is exercisable and is exercised. Upon any exercise of an Option in
respect of which Conjunctive Rights shall have been granted, the holder of the
Rights shall be entitled to receive payment of an amount equal to the product
obtained by multiplying (i) the Spread, or a portion of the Spread determined by
the Committee at the time of grant, by (ii) the number of Shares in respect of
which the related Option shall have then been so exercised. Notwithstanding any
other provision of the Plan, Conjunctive Rights shall not be granted in
connection with an Option that is an Incentive Stock Option.

     Alternative Rights ("Alternative Rights") granted in connection with an
Option shall entitle the holder thereof to receive payment from the Corporation,
determined as hereinafter provided, only if and to the extent that the related
Option is exercisable, by surrendering the Option with respect to the number of
Shares as to which such Rights are then exercised. Such Option, to the extent
surrendered, shall be deemed exercised for purposes of the limitations under
Section 5. Upon any exercise of Alternative Rights, the holder thereof shall be
entitled to receive payment of an amount equal to the product obtained by
multiplying (i) the Spread, or a portion of the Spread determined by the
Committee at the time of grant, by (ii) the number of Shares in respect of which
the Rights shall have then been so exercised. Notwithstanding anything contained
herein, Alternative Rights granted in connection with an Option that is an
Incentive Stock Option may not be exercised at any time when the Fair Market
Value of the Shares subject thereto is less than the exercise price of such
Option.

     Rights granted without relationship to an Option shall be exercisable for a
duration determined by the Committee, but in no event more than ten years from
the date of grant. Such Rights shall entitle the holder, upon the exercise
thereof, to receive payment from the Corporation of an amount equal to the
product obtained by multiplying (i) the Spread, or a portion of the Spread
determined by the Committee at the time of grant, by (ii) the number of Shares
in respect of which the Rights shall have then been so exercised.

     Limited Rights that may only be exercised upon the occurrence of a Change
of Control may be granted, either in connection with an Option or without
relationship to an Option, on such terms, not inconsistent with this Section 7,
as the Committee may determine..

     Notwithstanding anything contained herein, the Committee may, in its sole
discretion, limit the amount payable upon the exercise of Rights. Any such
limitation shall be determined as of the date of grant and noted on the
certificate evidencing the grant of the Rights.

     Payment of the amount determined hereunder upon the exercise of Rights may
be made solely in cash, or solely in Shares valued at their Fair Market Value on
the date of exercise of Rights, or in a combination of cash and Shares, as
determined by the Committee. No fractional Shares shall be issued by the
Corporation, and settlement therefor shall be made in cash.

     The form of Rights shall be as determined from time to time by the
Committee. A certificate of Rights signed by the Chairman of the Board or the
President of the Corporation shall be delivered to each Eligible Person to whom
Rights are granted.

     8. PURCHASE PRICE UNDER OPTIONS AND RESTRICTED STOCK. The price per Share
of the Shares to be purchased pursuant to the exercise of any Option shall be
fixed by the Committee at the time of grant; provided, however, that the
purchase price per Share for the Shares to be purchased pursuant to the exercise
of an Incentive Stock Option shall not be less than the Fair Market Value of a
Share on the day on which the Option is granted.

     The purchase price per Share for Restricted Shares to be purchased pursuant
to Restricted Stock Awards shall be fixed by the Committee at the time of the
grant of the Restricted Stock Award; provided, however, that such purchase price
shall not be less than the par value of such Shares. Payment of such purchase
price shall be made in cash or by check payable to the order of the Corporation,
or by such other method as the Committee may permit.

     9. DURATION OF OPTIONS AND RELATED RIGHTS. The duration of any Option
granted under this Plan shall be fixed by the Committee at the time of grant;
provided, however, that no Option shall remain in effect for a period of more
than ten years from the date upon which the Option is granted. The duration of
any Rights granted in connection with any Option shall be coterminous with the
duration of the related Option.

     10. TEN PERCENT STOCKHOLDERS. Notwithstanding any other provision of this
Plan to the contrary, no Option which is intended to qualify as an Incentive
Stock Option may be granted under this Plan to any employee who, at the time the
Option is granted, owns shares possessing more than 10 percent of the total
combined voting power or value of all classes of stock of the Corporation,
unless the exercise price under such Option is at least 110% of the Fair Market
Value of a Share on the date such Option is granted and the duration of such
Option is no more than five years.

     11. EXERCISE OF OPTIONS AND RIGHTS. Except as otherwise provided herein,
Options and Rights, after the grant thereof, shall be exercisable by the holder
at such rate and times as may be fixed by the Committee.

     Notwithstanding the foregoing, all or any part of any remaining unexercised
Options or Rights granted to any person may be exercised upon the occurrence of
such special circumstance or event as in the opinion of the Board of Directors
merits special consideration.

     An Option shall be exercised by the delivery of a written notice duly
signed by the holder thereof to such effect ("Exercise Notice"), together with
the Option certificate and the full purchase price of the Shares purchased
pursuant to the exercise of the Option, to the Chairman of the Board or an
officer of the Corporation appointed by the Chairman of the Board for the
purpose of receiving the same. Payment of the full purchase price shall be made
as follows: in cash or by check payable to the order of the Corporation; by
delivery to the Corporation of Shares which shall be valued at their Fair Market
Value on the date of exercise of the Option (provided, that a holder may not use
any Shares acquired pursuant to this Plan or any other plan maintained by the
Corporation or a Subsidiary unless the holder has beneficially owned such Shares
for at least six months); or by such other methods as the Committee may permit
from time to time. Any Conjunctive Rights granted in connection with such Option
shall be exercised by the inclusion in the Exercise Notice of a notice of
exercise of Rights, together with the Rights certificate.

     Within a reasonable time after the exercise of an Option, the Corporation
shall cause to be delivered to the person entitled thereto, a certificate for
the Shares purchased pursuant to the exercise of the Option and, if Conjunctive
Rights have been exercised in connection therewith, the amount of cash and/or a
certificate for the number of Shares determined in accordance with Section 7
hereof. If the Option and any Conjunctive Rights shall have been exercised with
respect to less than all of the Shares subject to the Option and Rights, the
Corporation shall also cause to be delivered to the person entitled thereto a
new Option certificate and a new Rights certificate in replacement of the
certificates surrendered at the time of the exercise of the Option and Rights,
indicating the number of Shares with respect to which the Option and Rights
remain available for exercise, or the original Option certificate and Rights
certificate shall be endorsed to give effect to the partial exercise thereof.

     Alternative Rights or Rights not granted in connection with an Option shall
be exercised by the delivery of a duly signed notice in writing to such effect,
together with the Rights certificate. Holders of Alternative Rights shall also
surrender the related Option certificate. Within a reasonable time thereafter,
the Corporation shall cause to be delivered to the person entitled thereto, the
amount of cash and/or a certificate for the number of Shares determined in
accordance with Section 7 hereof. Upon the exercise of Alternative Rights, the
number of Shares subject to exercise under the related Option or portion thereof
shall be reduced by the number of Shares represented by the Option or portion
thereof surrendered. Shares subject to Options or portions thereof surrendered
upon the exercise of Alternative Rights shall not be available for subsequent
Incentive Awards under the Plan. If the Rights shall have been exercised with
respect to less than all of the Shares subject thereto (or to the related
Option, if any), the Corporation shall also cause to be delivered to the person
entitled thereto a Rights certificate (and an Option certificate, in the case of
Alternative Rights) with respect to the difference between the number of Shares
of the Rights certificate (and related Option certificate, if any) surrendered
at the time of the exercise of the Rights and the number of Shares with respect
to which the Rights were so exercised (and the related Option, if any, was so
surrendered), or the original Rights certificate (and related Option
certificate, if any) shall be endorsed to give effect to the partial exercise
(and surrender) thereof.

     Notwithstanding any other provision of the Plan or of any Option or Rights,
no Option or Rights granted pursuant to the Plan may be exercised at any time
when the Option or Rights or the granting or exercise thereof violates any law
or governmental order or regulation.

     12. TERMS AND CONDITIONS OF RESTRICTED STOCK AWARDS.

                  (a) All Restricted Shares granted to or purchased by an
Eligible Person pursuant to the Plan shall be subject to the following
conditions:

                  (i)  the Restricted Shares may not be sold, transferred,
         or otherwise alienated or hypothecated until the restrictions are 
         satisfied, removed or expire;

                  (ii) each certificate representing Restricted Shares issued
         pursuant to a Restricted Stock Award under this Plan shall bear a
         legend making appropriate reference to the restrictions imposed; and

                  (iii) the Committee may impose such other conditions as it may
         deem advisable on any Restricted Shares granted to or purchased by an
         Eligible Person pursuant to a Restricted Stock Award under this Plan,
         including, without limitation, restrictions under the requirements of
         any stock exchange upon which such Shares or shares of the same class
         are then listed, and under any securities law applicable to such
         Shares.

                  (b) The restrictions imposed under subsection (a) hereof upon
Restricted Stock Awards shall lapse in accordance with a schedule or such other
conditions as shall be determined by the Committee, subject to the provisions of
Section 19 hereof.

                  (c) Prior to the satisfaction, expiration or lapse of all of
the restrictions and conditions imposed upon Restricted Shares, a stock
certificate or certificates representing such Restricted Shares shall be
registered in the holder's name but shall be retained by the Corporation for the
holder's account. The holder shall have the right to vote such Restricted Shares
and shall have all other rights and privileges of a beneficial and record owner
with respect thereto, including, without limitation, the right to receive
dividends, distributions and adjustments with respect thereto; provided,
however, that such dividends, distributions and adjustments shall be retained by
the Corporation for the holder's account and for delivery to the holder,
together with the stock certificate or certificates representing such Restricted
Shares, as and when said restrictions and conditions shall have been satisfied,
expired or lapsed.

     13. DEFERRED STOCK AWARDS. The Committee shall have the authority to grant
to any Eligible Person a Deferred Stock Award, subject to the following terms
and conditions:

                  (i) Delivery of, and the issuance of certificates
         representing, Shares issuable pursuant to a Deferred Stock Award shall
         occur upon expiration of the deferral period specified by the Committee
         (or, if permitted by the Committee, as elected by the Eligible Person);

                  (ii) Deferred Stock Awards shall be subject to such
         restrictions as the Committee may impose, which restrictions may lapse
         at the expiration of the deferral period or at earlier specified times,
         separately or in combination, in installments, or otherwise, as the
         Committee may determine.

     14. BONUS AWARDS. The Committee shall have the authority to grant to any
Eligible Person Shares as a bonus, subject to such terms as shall be determined
by the Committee.

     15. DIVIDEND EQUIVALENTS. The Committee may grant to any Eligible Person
Dividend Equivalents entitling the holder to receive cash, Shares, other
Incentive Awards, or other property equal in value to dividends paid with
respect to a specified number of Shares. Dividend Equivalents may be awarded in
connection with another Incentive Award or without relationship to any other
Incentive Award. The Committee may provide that Dividend Equivalents shall be
paid or distributed when accrued or shall be deemed to have been reinvested in
additional Shares, Incentive Awards, or other investment vehicles, and subject
to such restrictions on transferability and risks of forfeiture, as the
Committee may specify.

     16. OTHER STOCK AWARDS. The Committee may, subject to limitations under
applicable law, grant to Eligible Persons such other Incentive Awards that may
be denominated or payable in, valued in whole or in part by reference to, or
otherwise based on, or related to, Shares and factors that may influence the
value of Shares, as deemed by the Committee to be consistent with the purposes
of the Plan, including, without limitation, convertible or exchangeable debt
securities, other rights convertible or exchangeable into Shares, purchase
rights for Shares, Incentive Awards with value and payment contingent upon
performance of the Corporation or any other factors designated by the Committee,
and Incentive Awards valued by reference to the book value of Shares or the
value of securities of or the performance of specified subsidiaries. The
Committee shall determine the terms and conditions of such Incentive Awards.
Shares issued pursuant to an Incentive Award in the nature of a purchase right
granted under this Section 16 shall be purchased for such consideration, paid
for at such times, by such methods, and in such forms, including, without
limitation, cash, Shares, other Incentive Awards, or other property, as the
Committee shall determine. Cash awards, as an element of or supplement to any
other Incentive Award under the Plan, may be granted pursuant to this Section
16.

     17. CONSIDERATION FOR INCENTIVE AWARDS. The Corporation shall obtain such
consideration for the grant of an Incentive Award as the Committee in its
discretion may determine.

     18. RESTRICTIONS ON TRANSFERABILITY OF INCENTIVE AWARDS. An Incentive Award
shall not be transferable otherwise than by will or the laws of descent and
distribution or as provided in this Section 18. Notwithstanding the preceding,
the Committee may, in its discretion and subject to such terms and conditions as
the Committee shall approve, authorize a transfer of any Incentive Award, other
than an Option which is an Incentive Stock Option, by the initial holder to (i)
the spouse, children, step children, grandchildren or other family members of
the initial holder ("Family Members"), (ii) a trust or trusts for the exclusive
benefit of such Family Members, (iii) a corporation or partnership in which such
Family Members and the initial holder are the only shareholders or partners, or
(iv) such other persons or entities which the Committee may permit; provided,
however, that subsequent transfers of such Incentive Awards shall be prohibited
except by will or the laws of descent and distribution. Following any transfer
of such an Incentive Award, such Incentive Award shall continue to be subject to
the same terms and conditions of the Incentive Award and of the Plan. An Option
which is intended to be an Incentive Stock Option shall not be transferable
otherwise than by will or the laws of descent and distribution and shall be
exercisable during the holder's lifetime only by the holder thereof.

     19. TERMINATION OF EMPLOYMENT OR SERVICE. All or any part of any Option
and/or Rights, to the extent unexercised, shall terminate immediately, upon the
cessation or termination for any reason of the holder's employment by, or
service as a director of or consultant to, the Corporation or any Subsidiary,
except that the holder shall have until the end of the 30th business day
following the cessation of his employment or service with the Corporation or its
Subsidiaries, and no longer, to exercise any unexercised Option and/or Rights
that he could have exercised on the day on which such employment or service
terminated; provided, that such exercise must be accomplished prior to the
expiration of the term of such Option and Rights. Notwithstanding the foregoing,
if the cessation of employment or service is due to disability (to an extent and
in a manner as shall be determined in each case by the Committee in its sole
discretion) or to death, the holder or the representative of the Estate or the
heirs of a deceased holder shall have the privilege of exercising the Options
and Rights which are exercisable but unexercised at the time of such disability
or death; provided, however, that such exercise must be accomplished prior to
the expiration of the term of such Option and Rights and within one year of the
holder's disability or death, as the case may be. The Board of Directors may, in
its sole discretion extend the post-termination exercise period under this
Section 19 with respect to any Option or Rights, but in no event beyond the
expiration of the term of such Option or Rights. If the employment or service of
any holder of an Option or Rights with the Corporation or a Subsidiary shall be
terminated for Cause, all unexercised Options and Rights of such holder shall
terminate immediately upon such termination of the holder's employment or
service with the Corporation and all Subsidiaries, and a holder of Options or
Rights whose employment or service with the Corporation and Subsidiaries is so
terminated, shall have no right after such termination to exercise any
unexercised Option or Rights he might have exercised prior to the termination of
his employment or service with the Corporation and Subsidiaries.

     Except as hereinafter provided, if a holder of a Restricted Stock Award or
Deferred Stock Award shall voluntarily or involuntarily leave the employ of the
Corporation or any Subsidiary, then (i) all Restricted Shares subject to
restrictions at the time his employment terminates (and any dividends,
distributions and adjustments retained by the Corporation with respect thereto),
and (ii) any Shares subject to a Deferred Stock Award with respect to which the
deferral period has not expired, shall be forfeited and any consideration
received therefor from the holder shall be returned to the holder.
Notwithstanding the foregoing, all restrictions to which Restricted Stock Awards
are subject shall lapse, and the deferral period under a Deferred Stock Award
shall expire, upon the occurrence of such special circumstance or event as in
the opinion of the Board of Directors merits special consideration.

     The consequence of a termination of employment or service with respect to
the holder of a Bonus Award, Dividend Equivalents or an Other Stock-Based Award
shall be as determined by the Committee at the time of grant of any such
Incentive Award, subject, however, to any determination by the Board of
Directors upon the occurrence of such special circumstance or event as in the
opinion of the Board of Directors merits special consideration.

     Notwithstanding any other provision of this Plan to the contrary, (i) if
the employment or service of any holder of an Incentive Award with the
Corporation or a Subsidiary shall be terminated by the Corporation or Subsidiary
other than for Cause and without the occurrence of a Change of Control, then all
conditions and/or restrictions relating to the continued employment or
performance of services and/or achievement of performance objectives with
respect to the exercisability or full enjoyment of an Incentive Award granted to
such holder shall immediately lapse upon such termination, and (ii) if the
management agreement between the Corporation and the Manager terminates without
the occurrence of a Termination Event (as hereinafter defined) or a Change of
Control, then all conditions and/or restrictions relating to the continued
performance of services and/or the achievement of performance objectives with
respect to the exercisability or full enjoyment of an Incentive Award granted to
the Manager or to an individual in his capacity as an employee or director of
the Manager shall immediately lapse upon such termination. For purposes of this
paragraph, a "Termination Event" shall mean the occurrence of any of the
following events:

                  (1) the Manager violating any material provision of its
         management agreement with the Corporation, if, after notice of such
         violation, it shall not have cured such violation within 30 days; or

                  (2) the Manager ceasing to be registered as an investment
         adviser under the Investment Advisers Act of 1940, as amended, if such
         registration is required as a matter of law; or

                  (3)(i) the Manager generally not paying its obligations as
         such obligations become due, or admitting in writing its inability to
         pay its obligations generally, or making a general assignment for the
         benefit of creditors; or (ii) any proceeding being instituted by or
         against the Manager seeking to adjudicate it a bankrupt or insolvent,
         or seeking liquidation, winding up, reorganization, arrangement,
         adjustment, protection, relief, or composition of it or its obligations
         under any law relating to bankruptcy, insolvency or reorganization or
         relief of debtors, or seeking the entry of any order for relief or the
         appointment of a receiver, trustee, custodian or other similar official
         for it or for any substantial part of its property and, in the case of
         any such proceeding instituted against it (but not instituted by it),
         such proceeding remaining undismissed or unstayed for a period of sixty
         days; or (iii) any of the actions sought in any proceeding described in
         (ii) above (including an order for relief against, or the appointment
         of a receiver, trustee, custodian or other similar official for, it or
         any substantial part of its property) occurring or (iv) the Manager
         taking any action to authorize any of the actions set forth above in
         this subsection.

     20. ADJUSTMENT PROVISION; ACCELERATION UPON CHANGE OF CONTROL. If prior to
the complete exercise of any Option, or prior to the satisfaction, expiration or
lapse of all of the restrictions and conditions imposed pursuant to a Restricted
Stock Award, a Deferred Stock Award, or Bonus Stock Award, there shall be
declared and paid a stock dividend upon the Shares or if the Shares shall be
split up, converted, exchanged, reclassified, or in any way substituted for,

         (a) in the case of an Option, then the Option, to the extent that it
has not been exercised, shall entitle the holder thereof upon the future
exercise of the Option to such number and kind of securities or cash or other
property subject to the terms of the Option to which he would have been entitled
had he actually owned the Shares subject to the unexercised portion of the
Option at the time of the occurrence of such stock dividend, split-up,
conversion, exchange, reclassification or substitution, and the aggregate
purchase price upon the future exercise of the Option shall be the same as if
the originally optioned Shares were being purchased thereunder;

         (b) in the case of a Restricted Share issued pursuant to a Restricted
Stock Award, the holder of such Award shall receive, subject to the same
restrictions and other conditions of such Award as determined pursuant to the
provisions of Section 12, the same securities or other property as are received
by the holders of the Corporation's Shares pursuant to such stock dividend,
split-up, conversion, exchange, reclassification or substitution; and

         (c) in the case of a Deferred Stock Award or Bonus Stock Award, the
holder shall receive, at such time as would otherwise apply under such Award,
such number and kind of securities or cash or other property to which he would
have been entitled had he actually owned the Shares subject to the Deferred
Stock Award or Bonus Stock Award at the time of the occurrence of such stock
dividend, split-up, conversion, exchange, reclassification or substitution.

Any fractional shares or securities issuable upon the exercise of the Option as
a result of such adjustment shall be payable in cash based upon the Fair Market
Value of such shares or securities at the time of such exercise. If any such
event should occur, the number of Shares with respect to which Incentive Awards
remain to be issued, or with respect to which Incentive Awards may be reissued,
shall be adjusted in a similar manner.

     In addition to the adjustments provided for in the preceding paragraph,
upon the occurrence of any of the events referred to in said paragraph prior to
the complete exercise of any Rights or the complete payment of any Dividend
Equivalents or payments pursuant to an Other Stock-Based Award, the Committee,
in its sole discretion, shall determine the amount of cash and/or number of
Shares or other property to which the holder of the Rights shall be entitled
upon their exercise, or which shall be paid to the holder of Dividend
Equivalents or an Other Stock-Based Award at such time as payment would
otherwise be made, so that there shall be no increase or dilution in the cash
and/or value of the Shares or other property to which the holder shall be
entitled by reason of such events.

     Notwithstanding any other provision of the Plan, all conditions and/or
restrictions relating to the continued employment or performance of services
and/or the achievement of performance objectives with respect to the
exercisability or full enjoyment of an Incentive Award shall immediately lapse
upon a Change of Control; provided, however, that if it is intended that the
transaction constituting such Change of Control be eligible for pooling of
interests accounting treatment and the operation of this paragraph would
otherwise cause such transaction to be ineligible for such pooling of interests
accounting treatment, then this paragraph shall be applicable to such extent,
and as soon as permissible under generally accepted accounting principles, as
would enable such transaction to be eligible for such pooling of interests
accounting treatment.

     In the event of a recapitalization, merger, consolidation, rights offering,
separation, reorganization or liquidation, or any other change in the corporate
structure or outstanding Shares, the Committee may make such equitable
adjustments to the number of Shares and the class of shares available hereunder
or to any outstanding Incentive Awards as it shall deem appropriate to prevent
dilution or enlargement of rights.

     21. ISSUANCE OF SHARES AND COMPLIANCE WITH SECURITIES Act. The Corporation
may postpone the issuance and delivery of Shares pursuant to the grant or
exercise of any Incentive Award until (a) the admission of such Shares to
listing on any stock exchange on which Shares of the Corporation of the same
class are then listed, and (b) the completion of such registration or other
qualification of such Shares under any State or Federal law, rule or regulation
as the Corporation shall determine to be necessary or advisable. Any holder of
an Incentive Award shall make such representations and furnish such information
as may, in the opinion of counsel for the Corporation, be appropriate to permit
the Corporation, in the light of the then existence or non-existence with
respect to such Shares of an effective Registration Statement under the
Securities Act of 1933, as from time to time amended (the "Securities Act"), to
issue the Shares in compliance with the provisions of the Securities Act or any
comparable act. The Corporation shall have the right, in its sole discretion, to
legend any Shares which may be issued pursuant to the grant or exercise of any
Incentive Award, or may issue stop transfer orders in respect thereof.

     22. INCOME TAX WITHHOLDING. If the Corporation or a Subsidiary shall be
required to withhold any amounts by reason of any Federal, State or local tax
rules or regulations in respect of the issuance of Shares pursuant to the grant
or exercise of any Incentive Award, the Corporation or the Subsidiary shall be
entitled to deduct and withhold such amounts from any cash payments to be made
to the holder of such Incentive Award. In any event, the holder shall make
available to the Corporation or Subsidiary, promptly when requested by the
Corporation or such Subsidiary, sufficient funds to meet the requirements of
such withholding; and the Corporation or Subsidiary shall be entitled to take
and authorize such steps as it may deem advisable in order to have such funds
made available to the Corporation or Subsidiary out of any funds or property due
or to become due to the holder of such Incentive Award.

     23. AMENDMENT OF THE PLAN. Except as hereinafter provided, the Board of
Directors or the Committee may at any time withdraw or from time to time amend
the Plan as it relates to, and the terms and conditions of, any Incentive Awards
not theretofore granted, and the Board of Directors or the Committee, with the
consent of the affected holder of an Incentive Award, may at any time withdraw
or from time to time amend the Plan as it relates to, and the terms and
conditions of, any outstanding Incentive Award. Notwithstanding the foregoing,
any amendment by the Board of Directors or the Committee which would increase
the number of Shares issuable under the Plan or with respect to Options and
Rights granted to any individual during any calendar year or change the class of
Eligible Persons shall be subject to the approval of the shareholders of the
Corporation.

     24. NO RIGHT OF EMPLOYMENT OR SERVICE. Nothing contained herein or in an
Incentive Award shall be construed to confer on any employee, director or
consultant any right to be continued in the employ of the Corporation or any
Subsidiary or as a director of, or consultant to, the Corporation or a
Subsidiary or derogate from any right of the Corporation and any Subsidiary to
retire, request the resignation of, discharge or cease its consulting
arrangement with such employee, director or consultant (without or with pay), at
any time, with or without cause.

     25. EFFECTIVE DATE OF THE PLAN. This Plan is effective as of November 6,
1997.

     26. FINAL ISSUANCE DATE. No Incentive Award shall be granted under the Plan
after November 5, 2007.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents heretofore filed by the Registrant with the
Securities and Exchange Commission (the "Commission") are incorporated herein by
reference:

         (a) Item 1 of the Registrant's Registration Statement on Form 8-A,
filed November 3, 1997 to register the Registrant's Common Stock, par value
$.001 per share (the "Common Stock"), pursuant to Section 12(b) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act").

         (b) The Registrant's Prospectus dated November 25, 1997 included in the
Registration Statement on Form S-11 (No. 333-35673) filed under the Act.

     No reports have yet been filed by the Registrant pursuant to Section 13(a)
or 15(d) of the Exchange Act.

     All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Exchange Act 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 part hereof
from the date of filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section 2-418 of the Corporations and Associations Article of the Annotated
Code of Maryland (the "Maryland General Corporation Law") provides that a
Maryland corporation may indemnify any director of the corporation and any
person who, while a director of the corporation, is or was serving at the
request of the corporation as director, officer, partner, trustee, employee, or
agent of another foreign or domestic corporation, partnership, joint venture,
trust, or other enterprise or employee benefit plan, is made a party to any
proceeding by reason of service in that capacity unless it is established that
the act or omission of the director was material to the matter giving rise to
the proceeding and was committed in bad faith or was the result of active and
deliberate dishonesty; or the director actually received an improper personal
benefit in money, property or services; or, in the case of any criminal
proceeding, the director had reasonable cause to believe that the act or
omission was unlawful. Indemnification may be against judgments, penalties,
fines, settlements, and reasonable expenses actually incurred by the director in
connection with the proceeding, but if the proceeding was one by or in the right
of the corporation, indemnification may not be made in respect of any
proceedings in which the director shall have been adjudged to be liable to the
corporation. Such indemnification may not be made unless authorized for a
specific proceeding after a determination has been made, in the manner
prescribed by the law, that indemnification is permissible in the circumstances
because the director has met the applicable standard of conduct. On the other
hand, the director must be indemnified for expenses if he has been successful in
the defense of the proceeding or as otherwise ordered by a court. The law also
prescribes the circumstances under which the corporation may advance expenses
to, or obtain insurance or similar protection for, directors.

     The law also provides for comparable indemnification for corporate officers
and agents.

         The Registrant's Charter provide that its directors and officers shall,
and its agents in the discretion of the Board of Directors may, be indemnified
to the fullest extent required or permitted from time to time by the laws of
Maryland.

     The Maryland General Corporation Law permits the charter of a Maryland
corporation to include a provision limiting the liability of its directors and
officers to the corporation and its stockholders for money damages except to the
extent that (i) it is proved that the person actually received an improper
benefit or profit in money, property or services for the amount of the benefit
or profit in money, property or services actually received, or (ii) a judgment
or other final adjudication is entered in a proceeding based on a finding that
the person's action, or failure to act, was the result of active and deliberate
dishonesty and was material to the cause of action adjudicated in the
proceeding. The Registrant's Charter contains a provision providing for
elimination of the liability of its directors and officers to the Registrant or
its stockholders for money damages to the maximum extent permitted by Maryland
law from time to time.

     Policies of insurance may be obtained and maintained by the Company under
which its directors and officers, will be insured, within the limits and subject
to the limitations of the policies, against certain expenses in connection with
the defense of, and certain liabilities which might be imposed as a result of,
actions, suits or proceedings to which they are parties by reason of being or
having been such directors or officers.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8.  EXHIBITS.

Exhibit
Number

4.1    -   1997 Stock Incentive Plan.

5      -   Opinion of Miles & Stockbridge, a Professional Corporation, as to the
           legality of the securities.

23.1   -   Consent of Miles & Stockbridge, a Professional Corporation.
           Included in Exhibit 5 to this Registration Statement.

23.2   -   Consent of Deloitte & Touche LLP.

24     -   Power of Attorney (included on signature page).

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:

                      (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;

                     (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 (1)(i) and (1)(ii) do not
apply if the registration Statement is on Form S-3 or Form S-8 and the
information required to be included in a post-effective amendment by those
 paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 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.

                  (4) If the Registrant is a foreign private issuer, to file a
post-effective amendment to the Registration Statement to include any financial
statements required by Rule 3-19 of Regulation S-X at the start of any delayed
offering or throughout a continuous offering.

     The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 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.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
of 1933 and is, therefore, unenforceable. In the event that a claim for
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 of 1933 and will be governed by the final adjudication of such issue.
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing this 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 Short Hills, State of New Jersey on the 17th day of
December, 1997.

                                  LASER MORTGAGE MANAGEMENT, INC.

                                  By:/S/ MICHAEL L. SMIRLOCK
                                     Michael L. Smirlock
                                     Chief Executive Officer

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Michael L. Smirlock and his true and
lawful attorney-in-fact and agent with full power of substitution and
resubstitution, for him or her and in his name, place and stead, in any and all
capabilities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same with all
exhibits thereto, and all documents in connection therewith, with the Securities
and Exchange Commission, granting said attorney-in-fact and agent and each of
them, 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 as to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent or any of them, or their or
his substitutes, may lawfully do or cause to be done by virtue hereof.

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

 Signatures                     Title                                  Date

                          Chief Executive Officer, Chairman   December 17, 1997
/S/MICHAEL L. SMIRLOCK    of the Board a Director     
 Michael L. Smirlock      (principal executive officer)

/S/DAVID A. TEPPER        Director                            December 17, 1997
David A. Tepper                                                        

                          Chief Financial Officer,            December 17, 1997
/S/THOMAS G. JONOVICH     Treasurer (principal financial
Thomas G. Jonovich        and accounting officer)

/S/MARTIN BERNSTEIN       Director                            December 17, 1997
Martin Bernstein    

/S/WILLIAM MARSHALL       Director                           December  17, 1997
William Marshall      

/S/FREDERICK N. KHEDOURI  Director                           December  17, 1997
Frederick N. Khedouri
EXHIBIT INDEX

EXHIBIT                                                                PAGE
NUMBER                DESCRIPTION                                      NUMBER

4.1            1997 Stock Incentive Plan.

5              Opinion of Miles & Stockbridge, a Professional Corporation.

23.1           Consent of Miles & Stockbridge, a Professional Corporation.
               Included in Exhibit 5 to this Registration Statement.

23.2           Consent of Deloitte & Touche LLP

24             Power of Attorney (included on signature page).