As filed with the Securities and Exchange Commission on August 16, 2000
                                                          Registration No. 333-
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933
                                ----------------

                      U.S.-CHINA INDUSTRIAL EXCHANGE, INC.

             (Exact name of registrant as specified in its charter)

          NEW YORK                                              13-3097642
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                               Identification No.)

                 7201 WISCONSIN AVENUE, BETHESDA, MARYLAND 20814
                    (Address of Principal Executive Offices)

                             1994 STOCK OPTION PLAN

                            (Full title of the plans)

                          ROBERT C. GOODWIN, JR., ESQ.
                 EXECUTIVE VICE PRESIDENT OPERATIONS, TREASURER,
                     ASSISTANT SECRETARY AND GENERAL COUNSEL
                      U.S.-CHINA INDUSTRIAL EXCHANGE, INC.
                 7201 WISCONSIN AVENUE, BETHESDA, MARYLAND 20814
                                 (301) 215-7777

 (Name, address and telephone number, including area code, of agent for service)

                                 with a copy to:
                               GARY J. SIMON, ESQ.
                                PARKER CHAPIN LLP
                              THE CHRYSLER BUILDING
                              405 LEXINGTON AVENUE
                            NEW YORK, NEW YORK 10174
                                 (212) 704-6000

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As soon as
practicable after the effective date of this registration statement.

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

============================================ ================ ======================= ======================= ================

                                                                     Proposed                Proposed

     Title of each class of Securities          Amount to            Maximum                  Maximum            Amount of
             to be Registered                 be Registered       Offering Price            Aggregate          Registration
                                                   (1)              Per Share             Offering Price            Fee
------------------------------------------------------------------------------------------------------------------------------
<S>                                              <C>             <C>         <C>           <C>                  <C>
Common Stock, $.01 par value per share            7,893           $   10.5625 (2)           $   83,370           $   22
------------------------------------------------------------------------------------------------------------------------------
Common Stock, $.01 par value per share           54,607           $      12.83 (3)          $  700,608           $  185
------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)   Pursuant to Rule 416(b), there also shall be deemed covered hereby such
      additional securities as may result from anti-dilution adjustments under
      the 1994 Stock Option Plan.
<PAGE>

(2)   Estimated solely for the purpose of calculating the registration fee on
      the basis of, pursuant to Rule 457(c) and (h), the average of the bid and
      asked prices per share of the registrant's Common Stock on the Nasdaq
      Stock Market on August 15, 2000 with respect to 7,893 shares subject to
      future grants under the 1994 Stock Option Plan.

(3)  Represents a weighted  average exercise price of $12.83 per share of shares
     underlying outstanding stock options.

                                      -2-

<PAGE>
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.    INCORPORATION OF DOCUMENTS BY REFERENCE.

               The Company's Annual Report on Form 10-KSB for the fiscal year
  ended December 31, 1999 (the "Annual Report") as amended by Form 10-KSB/A, and
  the Quarterly Report on Form 10-QSB for the quarter ended March 31, 2000
  heretofore filed by the Company with the Securities and Exchange Commission
  (File No. 0-24624) pursuant to Section 13(a) of the Securities Exchange Act of
  1934, as amended (the "1934 Act") and the description of the Company's Common
  Stock contained in the Company's registration statement on Form 8-A filed on
  August 3, 1994 under the 1934 Act, including any amendment or report filed for
  the purpose of updating such description, are incorporated herein by
  reference.

               All documents filed subsequent to the date of this registration
  statement pursuant to Sections 13(a), 13(c), 14 or 15(d) of the 1934 Act,
  prior to the filing of a post-effective amendment which indicates that all
  securities offered have been sold or which de-registers all securities then
  remaining unsold, shall be deemed to be incorporated by reference in this
  registration statement and to be a part hereof from the date of the filing of
  such documents. Any statement contained in a document incorporated or deemed
  to be incorporated herein by reference shall be deemed to be modified or
  superseded for purposes of this registration statement to the extent that a
  statement contained herein or in any other subsequently filed document which
  also is or is deemed to be incorporated by reference herein modifies or
  supersedes such statement.

  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 722 of the New York Business Corporation Law ("NYBCL")
permits, in general, a New York corporation to indemnify any person made, or
threatened to be made, a party to an action or proceeding by reason of the fact
that he or she was a director or officer of the corporation, or served another
entity in any capacity at the request of the corporation, against any judgment,
fines, amounts paid in settlement and reasonable expenses, including attorney's
fees actually and necessarily incurred as a result of such action or proceeding,
or any appeal therein, if such person acted in good faith, for a purpose he or
she reasonably believed to be in, or, in the case of service for another entity,
not opposed to, the best interests of the corporation and, in criminal actions
or proceedings, in addition had no reasonable cause to believe that his or



                                      II-1
<PAGE>

 her conduct was unlawful.  Section 723 of the NYBCL permits the corporation to
 pay in advance of a final disposition of such action or proceeding the expenses
 incurred in defending such action or proceeding  upon receipt of an undertaking
 by or on behalf of the  director or officer to repay such amount as, and to the
 extent,   required  by  statute.   Section  721  of  the  NYBCL  provides  that
 indemnification  and advancement of expense  provisions  contained in the NYBCL
 shall not be deemed  exclusive  of any  rights to which a  director  or officer
 seeking indemnification or advancement of expenses may be entitled, provided no
 indemnification  may be made on behalf of any director or officer if a judgment
 or other final adjudication adverse to the director or officer establishes that
 his or her acts were  committed  in bad faith or were the  result of active and
 deliberate  dishonesty and were material to the cause of action so adjudicated,
 or  that he or she  personally  gained  in fact a  financial  profit  or  other
 advantage to which he or she was not legally entitled.

             Article Seventh of the Company's Certificate of Incorporation
provides, in general, that the Company may indemnify, to the fullest extent
permitted by applicable law, every person threatened to be made a party to any
action, suit or proceeding by reason of the fact that such person is or was an
officer or director or was serving at the request of the Company as a director,
officer, employee, agent or trustee of another corporation, business,
partnership, joint venture, trust, employee benefit plan, or other enterprise,
against expenses, judgments, fines and amounts paid in settlement in connection
with such suit or proceeding. Article Seventh of the Certificate of
Incorporation also provides that the Company may indemnify and advance expenses
to those persons as authorized by resolutions of a majority of the Board of
Directors or shareholders, agreement, directors' or officers' liability
insurance policies, or any other form of indemnification agreement.

             In accordance with that provision of the Certificate of
Incorporation, the Company shall indemnify any officer or director (including
officers and directors serving another corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise in any capacity at the
Company's request) made, or threatened to be made, a party to an action or
proceeding (whether civil, criminal, administrative or investigative) by reason
of the fact that he or she was serving in any of those capacities against
judgments, fines, amounts paid in settlement and reasonable expenses (including
attorney's fees) incurred as a result of such action or proceeding.
Indemnification would not be available under Article Seventh of the Certificate
of Incorporation if a judgment or other final adjudication adverse to such
director or officer establishes that (i) his or her acts were committed in bad
faith or were the result of active and deliberate dishonesty and, in either
case, were material to the cause of action so adjudicated, or (ii) he or she
personally gained in fact a financial profit or other advantage to which he or
she was not legally entitled. Article Seventh of the Certificate of
Incorporation further stipulates that the rights granted therein are contractual
in nature.

ITEM 7.      EXEMPTION FROM REGISTRATION CLAIMED.

             Not Applicable.

                                      II-2

<PAGE>

ITEM 8.    EXHIBITS.

Exhibit
Number            Description
------            ------------

5.1               Opinion of Parker Chapin LLP, as to the legality of the common
                  stock being offered.
23.1              Consent of Parker Chapin LLP (included in their opinion filed
                  as Exhibit 5.1).
23.2              Consent of Ernst & Young LLP.
24.1              Power of attorney of certain officers and directors of the
                  registrant (contained in the signature page).
99.1              1994 Stock Option Plan.

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, as amended (the "Securities
                  Act");

                  (ii) To reflect in the prospectus any facts or events arising
                  after the effective date of this 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 this registration
                  statement;

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

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

                  (2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

                  (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

                                      II-3
<PAGE>

                  The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in this registration statement
shall be deemed to be a new registration statement relating to the securities
offered herein, 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 may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions described in Item 6
above, or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Securities Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.



                                      II-4
<PAGE>


                                   SIGNATURES

         Pursuant to the requirements of the Securities Act, the registrant has
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Bethesda, State of
Maryland, on the 16th day of August, 2000.

                                         U.S.-China Industrial Exchange, Inc.


                                         By:  /s/ Roberta Lipson
                                              -------------------------------
                                              Roberta Lipson
                                              Chairperson of the Board, Chief
                                              Executive Officer and President

                                POWER OF ATTORNEY

         The undersigned directors and officers of U.S.-China Industrial
Exchange, Inc. hereby constitute and appoint Roberta Lipson and Lawrence Pemble,
and each of them, with full power to act without the other and with full power
of substitution and re-substitution, our true and lawful attorneys-in-fact with
full power to execute in our name and behalf in the capacities indicated below
any and all amendments (including post-effective amendments and amendments
thereto) to this registration statement under the Securities Act and to file the
same, with all exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission and hereby ratify and confirm each
and every act and thing that such attorneys-in-fact, or any of them, or their
substitutes, shall lawfully do or cause to be done by virtue thereof.

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


<TABLE>
<CAPTION>

         Signature                                 Title                                  Date

<S>                                      <C>                                     <C>
    /s/ Roberta Lipson                    Chairperson of the Board,               August 16, 2000
---------------------------------------   Chief Executive Officer,
    Roberta Lipson                        President and Director


    /s/ Lawrence Pemble                   Executive Vice President                August 16, 2000
---------------------------------------   Finance and Business
    Lawrence Pemble                       Development and Director
                                          (Principal Financial Officer)

    /s/ Robert C. Goodwin, Jr.            Executive Vice President                August 16, 2000
---------------------------------------   Operations, Treasurer, Assistant
    Robert C. Goodwin, Jr.                Secretary, General Counsel and
                                          Director



                                      II-5

<PAGE>

    /s/ A. Kenneth Nilsson                Director                                August 1, 2000
---------------------------------------
    A. Kenneth Nilsson

    /s/ Julius Y. Oestreicher             Director                                August 7, 2000
---------------------------------------
    Julius Y. Oestreicher

    /s/ Ronald Zilkowski                  Senior Vice President                   August 1, 2000
---------------------------------------   Finance and Controller
    Ronald Zilkowski

</TABLE>


                                      II-6
<PAGE>


                                  EXHIBIT INDEX

Exhibit
Number            Description
-------           -----------

5.1               Opinion of Parker Chapin LLP, as to the legality of the common
                  stock being offered.
23.1              Consent of Parker Chapin LLP (included in their opinion filed
                  as Exhibit 5.1).
23.2              Consent of Ernst & Young LLP.
24.1              Power of attorney of certain officers and directors of the
                  registrant (contained in the signature page).
99.1              1994 Stock Option Plan.


                                      E-1
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{"company-data": {"conformed-name": "US CHINA INDUSTRIAL EXCHANGE INC", "cik": "0000922717", "assigned-sic": "5047", "irs-number": "133097642", "state-of-incorporation": "NY", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-43946", "film-number": "704256"}, "business-address": {"street1": "7201 WISCONSIN AVE", "street2": "STE 703", "city": "BETHESDA", "state": "MD", "zip": "20814", "phone": "3012157777"}, "mail-address": {"street1": "7201 WISCONSIN AVE", "street2": "STE 703", "city": "BETHESDA", "state": "MD", "zip": "20814"}}
As filed with the Securities and Exchange Commission on August 16, 2000
                                                          Registration No. 333-
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933
                                ----------------

                      U.S.-CHINA INDUSTRIAL EXCHANGE, INC.

             (Exact name of registrant as specified in its charter)

          NEW YORK                                              13-3097642
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                               Identification No.)

                 7201 WISCONSIN AVENUE, BETHESDA, MARYLAND 20814
                    (Address of Principal Executive Offices)

                             1994 STOCK OPTION PLAN

                            (Full title of the plans)

                          ROBERT C. GOODWIN, JR., ESQ.
                 EXECUTIVE VICE PRESIDENT OPERATIONS, TREASURER,
                     ASSISTANT SECRETARY AND GENERAL COUNSEL
                      U.S.-CHINA INDUSTRIAL EXCHANGE, INC.
                 7201 WISCONSIN AVENUE, BETHESDA, MARYLAND 20814
                                 (301) 215-7777

 (Name, address and telephone number, including area code, of agent for service)

                                 with a copy to:
                               GARY J. SIMON, ESQ.
                                PARKER CHAPIN LLP
                              THE CHRYSLER BUILDING
                              405 LEXINGTON AVENUE
                            NEW YORK, NEW YORK 10174
                                 (212) 704-6000

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As soon as
practicable after the effective date of this registration statement.

                         CALCULATION OF REGISTRATION FEE
============================================ ================ ======================= ======================= ================

                                                                     Proposed                Proposed

     Title of each class of Securities          Amount to            Maximum                  Maximum            Amount of
             to be Registered                 be Registered       Offering Price            Aggregate          Registration
                                                   (1)              Per Share             Offering Price            Fee
------------------------------------------------------------------------------------------------------------------------------
Common Stock, $.01 par value per share            7,893           $   10.5625 (2)           $   83,370           $   22
------------------------------------------------------------------------------------------------------------------------------
Common Stock, $.01 par value per share           54,607           $      12.83 (3)          $  700,608           $  185
------------------------------------------------------------------------------------------------------------------------------
(1)   Pursuant to Rule 416(b), there also shall be deemed covered hereby such
      additional securities as may result from anti-dilution adjustments under
      the 1994 Stock Option Plan.
(2)   Estimated solely for the purpose of calculating the registration fee on
      the basis of, pursuant to Rule 457(c) and (h), the average of the bid and
      asked prices per share of the registrant's Common Stock on the Nasdaq
      Stock Market on August 15, 2000 with respect to 7,893 shares subject to
      future grants under the 1994 Stock Option Plan.

(3)  Represents a weighted  average exercise price of $12.83 per share of shares
     underlying outstanding stock options.

                                      -2-
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.    INCORPORATION OF DOCUMENTS BY REFERENCE.

               The Company's Annual Report on Form 10-KSB for the fiscal year
  ended December 31, 1999 (the "Annual Report") as amended by Form 10-KSB/A, and
  the Quarterly Report on Form 10-QSB for the quarter ended March 31, 2000
  heretofore filed by the Company with the Securities and Exchange Commission
  (File No. 0-24624) pursuant to Section 13(a) of the Securities Exchange Act of
  1934, as amended (the "1934 Act") and the description of the Company's Common
  Stock contained in the Company's registration statement on Form 8-A filed on
  August 3, 1994 under the 1934 Act, including any amendment or report filed for
  the purpose of updating such description, are incorporated herein by
  reference.

               All documents filed subsequent to the date of this registration
  statement pursuant to Sections 13(a), 13(c), 14 or 15(d) of the 1934 Act,
  prior to the filing of a post-effective amendment which indicates that all
  securities offered have been sold or which de-registers all securities then
  remaining unsold, shall be deemed to be incorporated by reference in this
  registration statement and to be a part hereof from the date of the filing of
  such documents. Any statement contained in a document incorporated or deemed
  to be incorporated herein by reference shall be deemed to be modified or
  superseded for purposes of this registration statement to the extent that a
  statement contained herein or in any other subsequently filed document which
  also is or is deemed to be incorporated by reference herein modifies or
  supersedes such statement.

  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 722 of the New York Business Corporation Law ("NYBCL")
permits, in general, a New York corporation to indemnify any person made, or
threatened to be made, a party to an action or proceeding by reason of the fact
that he or she was a director or officer of the corporation, or served another
entity in any capacity at the request of the corporation, against any judgment,
fines, amounts paid in settlement and reasonable expenses, including attorney's
fees actually and necessarily incurred as a result of such action or proceeding,
or any appeal therein, if such person acted in good faith, for a purpose he or
she reasonably believed to be in, or, in the case of service for another entity,
not opposed to, the best interests of the corporation and, in criminal actions
or proceedings, in addition had no reasonable cause to believe that his or

                                      II-1
her conduct was unlawful.  Section 723 of the NYBCL permits the corporation to
 pay in advance of a final disposition of such action or proceeding the expenses
 incurred in defending such action or proceeding  upon receipt of an undertaking
 by or on behalf of the  director or officer to repay such amount as, and to the
 extent,   required  by  statute.   Section  721  of  the  NYBCL  provides  that
 indemnification  and advancement of expense  provisions  contained in the NYBCL
 shall not be deemed  exclusive  of any  rights to which a  director  or officer
 seeking indemnification or advancement of expenses may be entitled, provided no
 indemnification  may be made on behalf of any director or officer if a judgment
 or other final adjudication adverse to the director or officer establishes that
 his or her acts were  committed  in bad faith or were the  result of active and
 deliberate  dishonesty and were material to the cause of action so adjudicated,
 or  that he or she  personally  gained  in fact a  financial  profit  or  other
 advantage to which he or she was not legally entitled.

             Article Seventh of the Company's Certificate of Incorporation
provides, in general, that the Company may indemnify, to the fullest extent
permitted by applicable law, every person threatened to be made a party to any
action, suit or proceeding by reason of the fact that such person is or was an
officer or director or was serving at the request of the Company as a director,
officer, employee, agent or trustee of another corporation, business,
partnership, joint venture, trust, employee benefit plan, or other enterprise,
against expenses, judgments, fines and amounts paid in settlement in connection
with such suit or proceeding. Article Seventh of the Certificate of
Incorporation also provides that the Company may indemnify and advance expenses
to those persons as authorized by resolutions of a majority of the Board of
Directors or shareholders, agreement, directors' or officers' liability
insurance policies, or any other form of indemnification agreement.

             In accordance with that provision of the Certificate of
Incorporation, the Company shall indemnify any officer or director (including
officers and directors serving another corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise in any capacity at the
Company's request) made, or threatened to be made, a party to an action or
proceeding (whether civil, criminal, administrative or investigative) by reason
of the fact that he or she was serving in any of those capacities against
judgments, fines, amounts paid in settlement and reasonable expenses (including
attorney's fees) incurred as a result of such action or proceeding.
Indemnification would not be available under Article Seventh of the Certificate
of Incorporation if a judgment or other final adjudication adverse to such
director or officer establishes that (i) his or her acts were committed in bad
faith or were the result of active and deliberate dishonesty and, in either
case, were material to the cause of action so adjudicated, or (ii) he or she
personally gained in fact a financial profit or other advantage to which he or
she was not legally entitled. Article Seventh of the Certificate of
Incorporation further stipulates that the rights granted therein are contractual
in nature.

ITEM 7.      EXEMPTION FROM REGISTRATION CLAIMED.

             Not Applicable.

                                      II-2
ITEM 8.    EXHIBITS.

Exhibit
Number            Description
------            ------------

5.1               Opinion of Parker Chapin LLP, as to the legality of the common
                  stock being offered.
23.1              Consent of Parker Chapin LLP (included in their opinion filed
                  as Exhibit 5.1).
23.2              Consent of Ernst & Young LLP.
24.1              Power of attorney of certain officers and directors of the
                  registrant (contained in the signature page).
99.1              1994 Stock Option Plan.

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, as amended (the "Securities
                  Act");

                  (ii) To reflect in the prospectus any facts or events arising
                  after the effective date of this 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 this registration
                  statement;

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

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

                  (2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

                  (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

                                      II-3
The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in this registration statement
shall be deemed to be a new registration statement relating to the securities
offered herein, 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 may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions described in Item 6
above, or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Securities Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.

                                      II-4
SIGNATURES

         Pursuant to the requirements of the Securities Act, the registrant has
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Bethesda, State of
Maryland, on the 16th day of August, 2000.

                                         U.S.-China Industrial Exchange, Inc.

                                         By:  /s/ Roberta Lipson
                                              -------------------------------
                                              Roberta Lipson
                                              Chairperson of the Board, Chief
                                              Executive Officer and President

                                POWER OF ATTORNEY

         The undersigned directors and officers of U.S.-China Industrial
Exchange, Inc. hereby constitute and appoint Roberta Lipson and Lawrence Pemble,
and each of them, with full power to act without the other and with full power
of substitution and re-substitution, our true and lawful attorneys-in-fact with
full power to execute in our name and behalf in the capacities indicated below
any and all amendments (including post-effective amendments and amendments
thereto) to this registration statement under the Securities Act and to file the
same, with all exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission and hereby ratify and confirm each
and every act and thing that such attorneys-in-fact, or any of them, or their
substitutes, shall lawfully do or cause to be done by virtue thereof.

         Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature                                 Title                                  Date
/s/ Roberta Lipson                    Chairperson of the Board,               August 16, 2000
---------------------------------------   Chief Executive Officer,
    Roberta Lipson                        President and Director

    /s/ Lawrence Pemble                   Executive Vice President                August 16, 2000
---------------------------------------   Finance and Business
    Lawrence Pemble                       Development and Director
                                          (Principal Financial Officer)

    /s/ Robert C. Goodwin, Jr.            Executive Vice President                August 16, 2000
---------------------------------------   Operations, Treasurer, Assistant
    Robert C. Goodwin, Jr.                Secretary, General Counsel and
                                          Director

                                      II-5
/s/ A. Kenneth Nilsson                Director                                August 1, 2000
---------------------------------------
    A. Kenneth Nilsson

    /s/ Julius Y. Oestreicher             Director                                August 7, 2000
---------------------------------------
    Julius Y. Oestreicher

    /s/ Ronald Zilkowski                  Senior Vice President                   August 1, 2000
---------------------------------------   Finance and Controller
    Ronald Zilkowski
II-6
EXHIBIT INDEX

Exhibit
Number            Description
-------           -----------

5.1               Opinion of Parker Chapin LLP, as to the legality of the common
                  stock being offered.
23.1              Consent of Parker Chapin LLP (included in their opinion filed
                  as Exhibit 5.1).
23.2              Consent of Ernst & Young LLP.
24.1              Power of attorney of certain officers and directors of the
                  registrant (contained in the signature page).
99.1              1994 Stock Option Plan.

                                      E-1