As filed with the Securities and Exchange Commission on May 7, 1999


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                             Universal Heights, Inc.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                 Delaware                                       65-0231984
     -------------------------------                        ------------------
     (State or other jurisdiction of                        (I.R.S. Employer
      incorporation or organization)                        Identification No.)

                              2875 N.E. 191 Street
                                   Suite 400A
                              Miami, Florida 33180
                  ---------------------------------------------
               (Address of principal executive offices) (zip code)


                Options to Purchase 43,000 Shares of Common Stock
                -------------------------------------------------
                              (Full title of plan)

                                Bradley I. Meier
                             Universal Heights, Inc.
                        2875 N.E. 191 Street, Suite 400A
                              Miami, Florida 33180
                     ---------------------------------------
                     (Name and address of agent for service)

                                 (305) 792-4200
                     ---------------------------------------
          (Telephone number, including area code, of agent for service)

                                    Copy to:
                              Sidney R. Smith, Esq.
                           Kirkpatrick & Lockhart LLP
                         1800 Massachusetts Avenue, N.W.
                             Washington, D.C. 20036


<PAGE>
<TABLE>
<CAPTION>


                         CALCULATION OF REGISTRATION FEE

=================================================================================================================
<S>                         <C>                     <C>               <C>                    <C>
                                                    Proposed          Proposed 
                                                    maximum           maximum                Amount of
Title of securities          Amount to              offering price    aggregate offering     registration
to be registered             be registered          per share         price                  fee
-----------------------------------------------------------------------------------------------------------------
Common stock, par value      43,000 shares          $3.50(2)          $150,500(2)            $41.84
$.01 per share(1)
-----------------------------------------------------------------------------------------------------------------
Total                        43,000 shares          $3.50(2)          $150,500(2)            $41.84

=================================================================================================================
</TABLE>

--------------------

(1)      Represents 43,000 shares of Common Stock issuable in the aggregate upon
         exercise  of  options  granted  to  John D.  Walker  and  Larry  Martin
         ("Options"). The exercise price of the Options is $3.50 per share.

(2)      As the  purchase  price of the shares  granted  under the  Options  has
         already been  determined,  the maximum offering price per share and the
         maximum  aggregate  offering price are calculated based on the purchase
         price of the shares in accordance with Rule 457(h).




                                       -2-
<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.         INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following  documents filed by Universal Heights,  Inc.  ("Company")
are incorporated by reference into this Registration Statement:

         (a)   The Company's Annual Report on Form 10-KSB for the year ended
               December 31, 1998;

         (b)   All other reports filed by the Company  pursuant to Section 13(a)
               or 15(d) of the  Securities  Exchange  Act of  1934,  as  amended
               ("Exchange Act"), since December 31, 1998; and

         (c)   The  description of the Company's  Common Stock  contained in the
               Registration  Statement on Form 8-A  (Registration  No. 0-20848),
               filed with the  Securities  and  Exchange  Commission  ("SEC") on
               November 13, 1992,  including any amendments or reports filed for
               the purpose of updating such description.

         All documents  subsequently  filed by the Company with the SEC pursuant
to Sections 12, 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of
this  Registration  Statement,  but  prior  to the  filing  of a  post-effective
amendment to this  Registration  Statement  that  indicates  that all securities
offered by this  Registration  Statement have been sold or that  deregisters all
such  securities  then remaining  unsold,  shall be deemed to be incorporated by
reference  into this  Registration  Statement.  Each  document  incorporated  by
reference into this Registration  Statement shall be deemed to be a part of this
Registration Statement from the date of the filing of such document with the SEC
until  the  information  contained  therein  is  superseded  or  updated  by any
subsequently  filed  document  that  is  incorporated  by  reference  into  this
Registration  Statement  or  by  any  document  that  constitutes  part  of  the
prospectus  relating to the Options that meets the requirements of Section 10(a)
of the Securities Act of 1933, as amended ("Securities Act").

ITEM 4.         DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.         INTERESTS OF NAMED EXPERTS AND COUNSEL.

         None.

ITEM 6.         INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section  145  of the  Delaware  General  Corporation  Law,  as  amended
("DGCL"),  provides that a corporation  may indemnify any person who was or is a
party  or is  threatened  to be  made a  party  to any  threatened,  pending  or


                                       -3-
<PAGE>

completed action, suit or proceeding,  whether civil,  criminal or investigative
(other  than an action by or in the right of the  corporation)  by reason of the
fact that the person is or was a  director,  officer,  employee  or agent of the
corporation,  or is or was  serving  at the  request  of  the  corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other  enterprise,  against  expenses  (including  attorneys'
fees),  judgments,  fines and amounts paid in settlement actually and reasonably
incurred by the person in connection  with such action,  suit or proceeding,  if
the person acted in good faith and in a manner the person reasonably believed to
be in or not opposed to the best interests of the corporation, and, with respect
to any criminal  action or  proceeding,  had no reasonable  cause to believe the
person's  conduct was unlawful.  Section 145 further provides that a corporation
similarly may indemnify any such person  serving in any such capacity who was or
is a party or is  threatened  to be made a party to any  threatened,  pending or
completed  action or suit by or in the  right of the  corporation  to  procure a
judgment in its favor,  against  expenses  actually and  reasonably  incurred in
connection  with the defense or  settlement of such action or suit if the person
acted in good faith and in a manner the person  reasonably  believed to be in or
not  opposed  to the  best  interests  of the  corporation  and  except  that no
indemnification  shall be made in respect  of any  claim,  issue or matter as to
which such  person  shall  have been  adjudged  to be liable to the  corporation
unless and only to the extent that the  Delaware  Court of Chancery or the court
in which such action or suit was brought shall determine upon application  that,
despite the  adjudication of liability but in view of all the  circumstances  of
the case,  such person is fairly and  reasonably  entitled to indemnity for such
expenses that the Court of Chancery or such other court shall deem proper.

         Section  102(b)(7) of the DGCL permits a corporation  to include in its
certificate of  incorporation  a provision  eliminating or limiting the personal
liability  of a director to the  corporation  or its  stockholders  for monetary
damages for breach of fiduciary duty as a director, provided that such provision
shall not  eliminate or limit the  liability of a director (i) for any breach of
the director's duty of loyalty to the corporation or its stockholders,  (ii) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing  violation  of law,  (iii) under  Section 174 of the DGCL  (relating  to
unlawful  payment of dividends and unlawful stock purchases and  redemptions) or
(iv) for any transaction  from which the director  derived an improper  personal
benefit.  Article Seven of the  Company's  Amended and Restated  Certificate  of
Incorporation  ("Certificate")  contains  a  provision  that so  eliminates  the
personal liability of the Company's directors.

ITEM 7.         EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.


                                      -4-
<PAGE>


ITEM 8.          EXHIBITS.

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

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

         5.1               Opinion  of  Kirkpatrick  &  Lockhart  LLP  as to the
                           legality of the securities being registered

         23.1              Consent of Millward & Co. CPAs

         23.2              Consent of Deloitte & Touche LLP

         23.3              The consent  of  Kirkpatrick  &  Lockhart  LLP to the
                           use  of  their   opinion   as  an  exhibit  to   this
                           Registration Statement is included in  their  opinion
                           filed herewith as Exhibit 5.1

         24                Power of Attorney (see page 7)

Item 9.         Undertakings.

         (a)              The undersigned registrant hereby undertakes:

                  (1) To file,  during any  period in which  offers or sales are
         being made, a post-effective amendment to this registration statement:

                      (i)   To include any  prospectus  required  by     section
                  10(a)(3) of the Securities Act of 1933;

                     (ii)   To  reflect  in  the  prospectus any facts or events
                  arising after the effective date of the registration statement
                  (or the most recent  post-effective  amendment thereof) which,
                  individually  or in the  aggregate,  represent  a  fundamental
                  change  in the  information  set  forth  in  the  registration
                  statement.  Notwithstanding  the  foregoing,  any  increase or
                  decrease in volume of securities  offered (if the total dollar
                  value of  securities  offered  would not exceed that which was
                  registered)  and any deviation from the low or high end of the
                  estimated  maximum offering range may be reflected in the form
                  of  prospectus  filed  with the  Commission  pursuant  to Rule
                  424(b) if, in the  aggregate,  the changes in volume and price
                  represent  no more than a 20% change in the maximum  aggregate
                  offering price set forth in the  "Calculation  of Registration
                  Fee" table in the effective registration statement;

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


                                      -5-
<PAGE>

         PROVIDED,  HOWEVER,  that  paragraphs  (a)(1)(i) and  (a)(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.

         (b) The undersigned  registrant hereby undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to section  13(a) or 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.

         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the registrant  pursuant to the foregoing  provisions,  or otherwise,
the  registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Act and is,  therefore,  unenforceable.  In the  event  that a claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.


                                      -6-
<PAGE>
                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Miami,  State of Florida, on this 31st day of March,
1999.

                                            UNIVERSAL HEIGHTS, INC.



                                    By:     /s/ Bradley I. Meier
                                         --------------------------
                                            Bradley I. Meier
                                            President


         KNOW ALL PERSONS BY THESE  PRESENTS,  that each person whose  signature
appears below  constitutes and appoints  Bradley I. Meier his  attorney-in-fact,
with  power  of  substitution,  for him in any and all  capacities,  to sign any
amendments to this  Registration  Statement on Form S-8, and to file same,  with
exhibits  thereto,  and  other  documents  in  connection  therewith,  with  the
Securities  and Exchange  Commission,  hereby  ratifying and confirming all that
said attorney-in-fact,  or his substitute or substitutes,  may 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 dates indicated.

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

/s/ Bradley I. Meir
---------------------         President                     March 31, 1999
Bradley I. Meier

/s/ James M. Lynch
---------------------         Chief Financial Officer       March 31, 1999
James M. Lynch

/s/ Norman M. Meier
---------------------         Director                      March 31, 1999
Norman M. Meier

/s/ Joel M. Wilentz
---------------------         Director                      March 31, 1999
Joel M. Wilentz



                                      -7-
<PAGE>


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

/s/ Irwin I. Kellner
---------------------        Director                       March 31, 1999
Irwin I. Kellner

/s/ Reed J. Slogoff
---------------------        Director                       March 31, 1999
Reed J. Slogoff





                                       -8-
<PAGE>


                                  EXHIBIT INDEX

         The following  exhibits are filed herewith as part of this Registration
Statement:

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

 5.1                 Opinion of  Kirkpatrick  & Lockhart  LLP as to the legality
                     of the securities being registered

23.1                 Consent of Millward & Co. CPAs

23.2                 Consent of Deloitte & Touche LLP

23.3                 The consent of  Kirkpatrick  &  Lockhart  LLP to the use of
                     their opinion as an exhibit to this  Registration Statement
                     is included in  their opinion filed herewith as Exhibit 5.1

24                   Power of Attorney (see page 7)
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 19038}]
{"company-data": {"conformed-name": "UNIVERSAL HEIGHTS INC", "cik": "0000891166", "assigned-sic": "6331", "irs-number": "650231984", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-78119", "film-number": "99614710"}, "business-address": {"street1": "2875 NE 191 STREET", "street2": "SUITE 400A", "city": "MIAMI", "state": "FL", "zip": "33180", "phone": "3057924200"}, "mail-address": {"street1": "2875 NE 191 STREET", "city": "MIAMI", "state": "FL", "zip": "33180"}}
As filed with the Securities and Exchange Commission on May 7, 1999

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                             Universal Heights, Inc.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                 Delaware                                       65-0231984
     -------------------------------                        ------------------
     (State or other jurisdiction of                        (I.R.S. Employer
      incorporation or organization)                        Identification No.)

                              2875 N.E. 191 Street
                                   Suite 400A
                              Miami, Florida 33180
                  ---------------------------------------------
               (Address of principal executive offices) (zip code)

                Options to Purchase 43,000 Shares of Common Stock
                -------------------------------------------------
                              (Full title of plan)

                                Bradley I. Meier
                             Universal Heights, Inc.
                        2875 N.E. 191 Street, Suite 400A
                              Miami, Florida 33180
                     ---------------------------------------
                     (Name and address of agent for service)

                                 (305) 792-4200
                     ---------------------------------------
          (Telephone number, including area code, of agent for service)

                                    Copy to:
                              Sidney R. Smith, Esq.
                           Kirkpatrick & Lockhart LLP
                         1800 Massachusetts Avenue, N.W.
                             Washington, D.C. 20036
CALCULATION OF REGISTRATION FEE

=================================================================================================================
Proposed          Proposed 
                                                    maximum           maximum                Amount of
Title of securities          Amount to              offering price    aggregate offering     registration
to be registered             be registered          per share         price                  fee
-----------------------------------------------------------------------------------------------------------------
Common stock, par value      43,000 shares          $3.50(2)          $150,500(2)            $41.84
$.01 per share(1)
-----------------------------------------------------------------------------------------------------------------
Total                        43,000 shares          $3.50(2)          $150,500(2)            $41.84

=================================================================================================================
--------------------

(1)      Represents 43,000 shares of Common Stock issuable in the aggregate upon
         exercise  of  options  granted  to  John D.  Walker  and  Larry  Martin
         ("Options"). The exercise price of the Options is $3.50 per share.

(2)      As the  purchase  price of the shares  granted  under the  Options  has
         already been  determined,  the maximum offering price per share and the
         maximum  aggregate  offering price are calculated based on the purchase
         price of the shares in accordance with Rule 457(h).

                                       -2-
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.         INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following  documents filed by Universal Heights,  Inc.  ("Company")
are incorporated by reference into this Registration Statement:

         (a)   The Company's Annual Report on Form 10-KSB for the year ended
               December 31, 1998;

         (b)   All other reports filed by the Company  pursuant to Section 13(a)
               or 15(d) of the  Securities  Exchange  Act of  1934,  as  amended
               ("Exchange Act"), since December 31, 1998; and

         (c)   The  description of the Company's  Common Stock  contained in the
               Registration  Statement on Form 8-A  (Registration  No. 0-20848),
               filed with the  Securities  and  Exchange  Commission  ("SEC") on
               November 13, 1992,  including any amendments or reports filed for
               the purpose of updating such description.

         All documents  subsequently  filed by the Company with the SEC pursuant
to Sections 12, 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of
this  Registration  Statement,  but  prior  to the  filing  of a  post-effective
amendment to this  Registration  Statement  that  indicates  that all securities
offered by this  Registration  Statement have been sold or that  deregisters all
such  securities  then remaining  unsold,  shall be deemed to be incorporated by
reference  into this  Registration  Statement.  Each  document  incorporated  by
reference into this Registration  Statement shall be deemed to be a part of this
Registration Statement from the date of the filing of such document with the SEC
until  the  information  contained  therein  is  superseded  or  updated  by any
subsequently  filed  document  that  is  incorporated  by  reference  into  this
Registration  Statement  or  by  any  document  that  constitutes  part  of  the
prospectus  relating to the Options that meets the requirements of Section 10(a)
of the Securities Act of 1933, as amended ("Securities Act").

ITEM 4.         DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.         INTERESTS OF NAMED EXPERTS AND COUNSEL.

         None.

ITEM 6.         INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section  145  of the  Delaware  General  Corporation  Law,  as  amended
("DGCL"),  provides that a corporation  may indemnify any person who was or is a
party  or is  threatened  to be  made a  party  to any  threatened,  pending  or

                                       -3-
completed action, suit or proceeding,  whether civil,  criminal or investigative
(other  than an action by or in the right of the  corporation)  by reason of the
fact that the person is or was a  director,  officer,  employee  or agent of the
corporation,  or is or was  serving  at the  request  of  the  corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other  enterprise,  against  expenses  (including  attorneys'
fees),  judgments,  fines and amounts paid in settlement actually and reasonably
incurred by the person in connection  with such action,  suit or proceeding,  if
the person acted in good faith and in a manner the person reasonably believed to
be in or not opposed to the best interests of the corporation, and, with respect
to any criminal  action or  proceeding,  had no reasonable  cause to believe the
person's  conduct was unlawful.  Section 145 further provides that a corporation
similarly may indemnify any such person  serving in any such capacity who was or
is a party or is  threatened  to be made a party to any  threatened,  pending or
completed  action or suit by or in the  right of the  corporation  to  procure a
judgment in its favor,  against  expenses  actually and  reasonably  incurred in
connection  with the defense or  settlement of such action or suit if the person
acted in good faith and in a manner the person  reasonably  believed to be in or
not  opposed  to the  best  interests  of the  corporation  and  except  that no
indemnification  shall be made in respect  of any  claim,  issue or matter as to
which such  person  shall  have been  adjudged  to be liable to the  corporation
unless and only to the extent that the  Delaware  Court of Chancery or the court
in which such action or suit was brought shall determine upon application  that,
despite the  adjudication of liability but in view of all the  circumstances  of
the case,  such person is fairly and  reasonably  entitled to indemnity for such
expenses that the Court of Chancery or such other court shall deem proper.

         Section  102(b)(7) of the DGCL permits a corporation  to include in its
certificate of  incorporation  a provision  eliminating or limiting the personal
liability  of a director to the  corporation  or its  stockholders  for monetary
damages for breach of fiduciary duty as a director, provided that such provision
shall not  eliminate or limit the  liability of a director (i) for any breach of
the director's duty of loyalty to the corporation or its stockholders,  (ii) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing  violation  of law,  (iii) under  Section 174 of the DGCL  (relating  to
unlawful  payment of dividends and unlawful stock purchases and  redemptions) or
(iv) for any transaction  from which the director  derived an improper  personal
benefit.  Article Seven of the  Company's  Amended and Restated  Certificate  of
Incorporation  ("Certificate")  contains  a  provision  that so  eliminates  the
personal liability of the Company's directors.

ITEM 7.         EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

                                      -4-
ITEM 8.          EXHIBITS.

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

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

         5.1               Opinion  of  Kirkpatrick  &  Lockhart  LLP  as to the
                           legality of the securities being registered

         23.1              Consent of Millward & Co. CPAs

         23.2              Consent of Deloitte & Touche LLP

         23.3              The consent  of  Kirkpatrick  &  Lockhart  LLP to the
                           use  of  their   opinion   as  an  exhibit  to   this
                           Registration Statement is included in  their  opinion
                           filed herewith as Exhibit 5.1

         24                Power of Attorney (see page 7)

Item 9.         Undertakings.

         (a)              The undersigned registrant hereby undertakes:

                  (1) To file,  during any  period in which  offers or sales are
         being made, a post-effective amendment to this registration statement:

                      (i)   To include any  prospectus  required  by     section
                  10(a)(3) of the Securities Act of 1933;

                     (ii)   To  reflect  in  the  prospectus any facts or events
                  arising after the effective date of the registration statement
                  (or the most recent  post-effective  amendment thereof) which,
                  individually  or in the  aggregate,  represent  a  fundamental
                  change  in the  information  set  forth  in  the  registration
                  statement.  Notwithstanding  the  foregoing,  any  increase or
                  decrease in volume of securities  offered (if the total dollar
                  value of  securities  offered  would not exceed that which was
                  registered)  and any deviation from the low or high end of the
                  estimated  maximum offering range may be reflected in the form
                  of  prospectus  filed  with the  Commission  pursuant  to Rule
                  424(b) if, in the  aggregate,  the changes in volume and price
                  represent  no more than a 20% change in the maximum  aggregate
                  offering price set forth in the  "Calculation  of Registration
                  Fee" table in the effective registration statement;

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

                                      -5-
PROVIDED,  HOWEVER,  that  paragraphs  (a)(1)(i) and  (a)(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.

         (b) The undersigned  registrant hereby undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to section  13(a) or 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.

         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the registrant  pursuant to the foregoing  provisions,  or otherwise,
the  registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Act and is,  therefore,  unenforceable.  In the  event  that a claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                      -6-
SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Miami,  State of Florida, on this 31st day of March,
1999.

                                            UNIVERSAL HEIGHTS, INC.

                                    By:     /s/ Bradley I. Meier
                                         --------------------------
                                            Bradley I. Meier
                                            President

         KNOW ALL PERSONS BY THESE  PRESENTS,  that each person whose  signature
appears below  constitutes and appoints  Bradley I. Meier his  attorney-in-fact,
with  power  of  substitution,  for him in any and all  capacities,  to sign any
amendments to this  Registration  Statement on Form S-8, and to file same,  with
exhibits  thereto,  and  other  documents  in  connection  therewith,  with  the
Securities  and Exchange  Commission,  hereby  ratifying and confirming all that
said attorney-in-fact,  or his substitute or substitutes,  may 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 dates indicated.

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

/s/ Bradley I. Meir
---------------------         President                     March 31, 1999
Bradley I. Meier

/s/ James M. Lynch
---------------------         Chief Financial Officer       March 31, 1999
James M. Lynch

/s/ Norman M. Meier
---------------------         Director                      March 31, 1999
Norman M. Meier

/s/ Joel M. Wilentz
---------------------         Director                      March 31, 1999
Joel M. Wilentz

                                      -7-
Signature                     Title                              Date
---------                     -----                              ----  

/s/ Irwin I. Kellner
---------------------        Director                       March 31, 1999
Irwin I. Kellner

/s/ Reed J. Slogoff
---------------------        Director                       March 31, 1999
Reed J. Slogoff

                                       -8-
EXHIBIT INDEX

         The following  exhibits are filed herewith as part of this Registration
Statement:

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

 5.1                 Opinion of  Kirkpatrick  & Lockhart  LLP as to the legality
                     of the securities being registered

23.1                 Consent of Millward & Co. CPAs

23.2                 Consent of Deloitte & Touche LLP

23.3                 The consent of  Kirkpatrick  &  Lockhart  LLP to the use of
                     their opinion as an exhibit to this  Registration Statement
                     is included in  their opinion filed herewith as Exhibit 5.1

24                   Power of Attorney (see page 7)