As filed with the Securities and Exchange Commission on October 14, 1997.
                                                Registration No. 333-___________

================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                         ------------------------------
                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933
                         ------------------------------
                              THINK NEW IDEAS, INC.
             (Exact name of registrant as specified in its charter)
      DELAWARE                                                95-4578104
 (State or Other Jurisdiction of                          (I.R.S. Employer
  Incorporation or Organization)                          Identification No.)
                              45 W. 36TH STREET - 12TH FLOOR
                                 NEW YORK, NEW YORK 10018
                                      (212) 629-6800
  (Address, including zip code, and telephone number, including area code, of
                   registrant's principal executive offices)

        THINK NEW IDEAS, INC. AMENDED AND RESTATED 1997 STOCK OPTION PLAN
                              (Full Title of Plan)
                         ------------------------------

                    SCOTT A. MEDNICK, CHIEF EXECUTIVE OFFICER
                              THINK NEW IDEAS, INC.
                              8000 SUNSET BOULEVARD
                                 PENTHOUSE EAST
                              LOS ANGELES, CA 90046
    (Name, address, including zip code, and telephone number, including area
                          code, of agent for service)
                         ------------------------------
                                   Copies to:
                            Victoria A. Baylin, Esq.
                           Kirkpatrick & Lockhart LLP
                          1800 Massachusetts Avenue, NW
                              Washington, DC 20036
                                 (202) 778-9000

If any of the  securities  being  registered on this Form are to be offered on a
delayed or continuous  basis  pursuant to Rule 415 under the  Securities  Act of
1933, check the following box: |X|

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
======================================================================================================================
                                                             Proposed Maximum      Proposed Maximum        Amount Of
                                              Amount To     Aggregate Price Per   Aggregate Offering     Registration
   Title Of Securities To Be Registered          Be              Share (1)             Price (2)            Fee (1)
                                            Registered(1)
<S>                                           <C>                 <C>                 <C>                   <C>
Options                                         -----              -----                 -----               -----
Common Stock, $.0001 par value (2)            2,000,000           $11.47              $22,940,000           $6,952
======================================================================================================================
</TABLE>

(1)  Represents the maximum number of shares of Common Stock which may be issued
     pursuant  to exercise of options  granted  under the THINK New Ideas,  Inc.
     Amended and Restated 1997 Stock Option Plan.
(2)  Calculated in accordance with Rule 457(h) under the Securities Act of 1933,
     as  amended,  based upon the  average  of the bid and asked  prices for the
     Common Stock on October 13, 1997.
(3)  Represents  the same shares of Common  Stock  described  in the line above,
     which may be resold by the holder upon exercise of options issued under the
     above-referenced stock option plan.
(4)  Pursuant to Rule 457(h),  no additional  fee is payable since the shares of
     Common  Stock,  which may be offered for resale,  are the same shares being
     registered   hereby   upon  their   initial   issuance   pursuant   to  the
     above-referenced stock option plan.

<PAGE>


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.  PLAN INFORMATION.

         This Registration  Statement (the "Registration  Statement") relates to
the issuance by THINK New Ideas,  Inc. (the "Company") of up to 2,000,000 shares
of its  common  stock,  par value  $.0001 per share (the  "Common  Stock")  upon
exercise of options granted under the Company's  Amended and Restated 1997 Stock
Option Plan (the "Plan").

         The purpose of the Plan is to induce officers, directors, employees and
consultants  of the  Company (or any  subsidiary  of the  Company)  who are in a
position to contribute materially to the Company's prosperity to remain with the
Company,  to offer such persons  incentives  and rewards in recognition of their
contributions  to the  Company  and to  encourage  such  persons to  continue to
promote the best interests of the Company.

         The Plan  provides for the grant to  employees  of options  intended to
qualify as incentive  stock options  under  Section 422 of the Internal  Revenue
Code of 1986,  as  amended,  and  options  which do not so  qualify  to  persons
including those who are not employees.

         The Plan is  currently  administered  by the  board of  directors  (the
"Board") of the Company,  but may be  administered  pursuant to the terms of the
Plan, by a committee of the Board, provided that such committee has at least two
members, each of whom is not an employee.

         The exercise price,  period of exercise and number of shares subject to
options granted under the Plan is within the discretion of the  administrator of
the Plan, subject to certain  requirements as to the pricing and exercise period
of certain qualified and non-qualified  options granted to stockholders based on
the percentage of their ownership of the Company's common stock.

         The Plan was  authorized by the Board of Directors in February 1997 and
will be  submitted  for  approval  of the  stockholders  of the  Company  at the
Company's next annual meeting of stockholders,  which is currently scheduled for
December 11, 1997.

         The foregoing information relating to the Plan is intended to provide a
summary  thereof and does not purport to be a complete  description of the Plan.
Such summary should be read in conjunction with the Plan which has been filed as
Exhibit 4 hereto and is incorporated herein by reference in its entirety.

Document(s)  containing more specific information regarding the Plan as required
by this Item 1 will be sent or given to participants in the Plan as specified by
Rule 428(b)  promulgated  under the Securities Act of 1933, as amended,  and are
not a part of this Registration Statement.



<PAGE>


ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

         The participants in the Plan have been provided with copies of the Plan
and the  documents  incorporated  herein by reference in Part II: Item 3 hereof.
Such  participants  have  been  advised  by the  Company  in  writing  that such
documents will continue to be available,  without  charge,  to the  participants
upon  written  request  to the  Company at its  principal  offices at 45 W. 36th
Street, New York, New York 10018 (Phone: 212-629-6800).


                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents,  including any amendments thereto,  which have
been or  shall  be  filed  by the  Company  with  the  Securities  and  Exchange
Commission (the "Commission") are incorporated  herein by reference and shall be
deemed to be a part hereof from the date of filing such documents.

          (a)     The Company's  annual report on Form 10-KSB for the year ended
                  June 30,1997 (File No. 000-21775); and

          (b)     All reports filed by the Company pursuant to Sections 13(a) or
                  15(d)  of  the  Exchange  Act of  1934  (the  "Exchange  Act")
                  subsequent  to the  date of this  Registration  Statement  and
                  prior  to  the  filing  of a  post-effective  amendment  which
                  indicates that all of the securities  offered hereby have been
                  sold  or  which  deregisters  all  securities  then  remaining
                  unsold.

ITEM 4. DESCRIPTION OF SECURITIES.

         The Certificate of Incorporation of the Company authorizes the issuance
of up to  50,000,000  shares of Common Stock,  $.0001 par value per share.  Each
share of Common  Stock  entitles  the holder  thereof to one vote on each matter
submitted to the  stockholders  of the Company.  The holders of Common Stock are
entitled to receive ratable  dividends,  if any, as may be declared by the Board
of  Directors  out of  funds  legally  available  therefor.  In the  event  of a
liquidation,  dissolution or winding up of Company,  the holders of Common Stock
are entitled to share ratably in all of the assets of the Company  available for
distribution.  The Common Stock has no  preemptive,  subscription  or conversion
rights,  or  redemption  or sinking  fund  provisions  applicable  thereto.  All
outstanding  shares of  Common  Stock are  fully  paid and  non-assessable.  The
Company has not paid any dividends on its Common Stock to date.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not Applicable.


<PAGE>


ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.

         The  Certificate  of  Incorporation  of the Company limits the personal
liability of directors to the fullest extent  permitted by Section  102(b)(7) of
the  Delaware  General  Corporation  Law.  Section 145 of the  Delaware  General
Corporation Law provides that a corporation's  certificate of incorporation  may
limit the personal liability of its directors for monetary damages for breach of
their fiduciary duties as directors except for liability:  (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)  arising  under  Section 174 of the  Delaware
General  Corporation  Law; or (iv) for any  transaction  from which the director
derived an improper personal benefit.

         The effect of the  foregoing is to require the Company to indemnify the
officers and directors of the Company for any claim arising against such persons
in their official  capacities if such person acted in good faith and in a manner
that he reasonably believed to be in or not opposed to the best interests of the
Company,  and,  with  respect  to any  criminal  action  or  proceeding,  had no
reasonable cause to believe his conduct was unlawful.

INSOFAR AS INDEMNIFICATION  FOR LIABILITIES ARISING UNDER THE SECURITIES ACT MAY
BE PERMITTED TO DIRECTORS,  OFFICERS OR PERSONS CONTROLLING THE COMPANY PURSUANT
TO THE FOREGOING  PROVISIONS,  THE COMPANY HAS BEEN INFORMED 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.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not Applicable.

ITEM 8. EXHIBITS.

         4        THINK New Ideas,  Inc.  Amended and Restated 1997 Stock Option
                  Plan

         5(a)     Opinion of Counsel regarding legality.

         23(a)    Consent of BDO Seidman, LLP

         23(b)    Consent of Counsel included in Exhibit 5(a).


<PAGE>


ITEM 9. UNDERTAKINGS

         The Company hereby undertakes:

         A.  Rule 415 Offering.
             ------------------
         (1) To file,  during any period in which it offers or sells securities,
a  post-effective  amendment  to this  Registration  Statement  to  include  any
additional or changed information with respect to the plan of distribution;

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

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

         B. Subsequent Exchange Act Documents Incorporated by Reference:
            ------------------------------------------------------------

         The Company hereby  undertakes  that,  for purposes of determining  any
liability under the Securities  Act, each filing of the company's  annual report
pursuant to Section  13(a) or Section 15(d) of the Exchange Act, and each filing
of the Plan's annual  report  pursuant to Section 15(d) of the Exchange Act that
is incorporated by reference in the Registration Statement shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

         C.  Indemnification.
             ----------------

         (1)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act may be permitted to directors,  officers, and controlling persons
of the Company pursuant to the foregoing provisions,  or otherwise,  the Company
has been advised that in the opinion of the 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  Company of  expenses  incurred  or paid by a director,
officer,  or controlling  person of the Company 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
Company  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.


<PAGE>


                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the Company
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 Los  Angeles,  State of  California,  on October 10,
1997.

                              THINK NEW IDEAS, INC.

                              By:  Scott A. Mednick
                                   ----------------
                                   Scott A. Mednick, Chief Executive Officer


                                POWER OF ATTORNEY

         We, the  undersigned  officers and  directors  of the  Company,  hereby
severally   constitute  and  appoint  Scott  A.  Mednick  our  true  and  lawful
attorney-in-fact  and  agent,  with  full  power  to him to  sign  any  and  all
amendments (including post effective amendments) to this Registration  Statement
and to file  the  same,  with  all  exhibits  thereto  and  other  documents  in
connection therewith, with the Securities and Exchange Commission, granting unto
said  attorney-in-fact and agent full power and authority to do and perform each
and every  act and  thing  requisite  or  necessary  to be done in and about the
premises,  as  fully to all  interest  and  purposes  as we might or could do in
person, ratifying and conforming all that said attorney-in-fact and agent or any
of them, or his substitute or substitutes, may unlawfully 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 indicated as of October 14, 1997.


/s/ Scott A. Mednick                  Chief Executive Officer, Chairman
----------------------------------    of the Board and Director
Scott A. Mednick                      

/s/ Ronald Bloom                      President and Director
----------------------------------
Ronald Bloom

/s/ Melvin Epstein                    Chief Financial Officer and Secretary
----------------------------------
Melvin Epstein

/s/ Adam Curry                        Chief Technology Officer and
----------------------------------
Adam Curry                            Director

/s/ Larry Kopald                      Chief Creative Officer and Director
----------------------------------
Larry Kopald

/s/ Barry Wagner                      Director
----------------------------------
Barry Wagner

/s/ Richard Char                      Director
----------------------------------
Richard Char

/s/ Marc Canter                       Director
----------------------------------
Marc Canter
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 17727}]
{"company-data": {"conformed-name": "THINK NEW IDEAS INC", "cik": "0001014462", "assigned-sic": "7389", "irs-number": "954578104", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-37885", "film-number": "97695574"}, "business-address": {"street1": "45 W 36 STREET 12TH FLOOR", "street2": "SUITE 160", "city": "NYE YORK", "state": "NY", "zip": "10018", "phone": "2126296800"}, "mail-address": {"street1": "45 W 36TH STREET 12TH FLOOR", "city": "NEW YORK", "state": "NY", "zip": "10018"}}
As filed with the Securities and Exchange Commission on October 14, 1997.
                                                Registration No. 333-___________

================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                         ------------------------------
                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933
                         ------------------------------
                              THINK NEW IDEAS, INC.
             (Exact name of registrant as specified in its charter)
      DELAWARE                                                95-4578104
 (State or Other Jurisdiction of                          (I.R.S. Employer
  Incorporation or Organization)                          Identification No.)
                              45 W. 36TH STREET - 12TH FLOOR
                                 NEW YORK, NEW YORK 10018
                                      (212) 629-6800
  (Address, including zip code, and telephone number, including area code, of
                   registrant's principal executive offices)

        THINK NEW IDEAS, INC. AMENDED AND RESTATED 1997 STOCK OPTION PLAN
                              (Full Title of Plan)
                         ------------------------------

                    SCOTT A. MEDNICK, CHIEF EXECUTIVE OFFICER
                              THINK NEW IDEAS, INC.
                              8000 SUNSET BOULEVARD
                                 PENTHOUSE EAST
                              LOS ANGELES, CA 90046
    (Name, address, including zip code, and telephone number, including area
                          code, of agent for service)
                         ------------------------------
                                   Copies to:
                            Victoria A. Baylin, Esq.
                           Kirkpatrick & Lockhart LLP
                          1800 Massachusetts Avenue, NW
                              Washington, DC 20036
                                 (202) 778-9000

If any of the  securities  being  registered on this Form are to be offered on a
delayed or continuous  basis  pursuant to Rule 415 under the  Securities  Act of
1933, check the following box: |X|

                         CALCULATION OF REGISTRATION FEE
======================================================================================================================
                                                             Proposed Maximum      Proposed Maximum        Amount Of
                                              Amount To     Aggregate Price Per   Aggregate Offering     Registration
   Title Of Securities To Be Registered          Be              Share (1)             Price (2)            Fee (1)
                                            Registered(1)
Options                                         -----              -----                 -----               -----
Common Stock, $.0001 par value (2)            2,000,000           $11.47              $22,940,000           $6,952
======================================================================================================================
(1)  Represents the maximum number of shares of Common Stock which may be issued
     pursuant  to exercise of options  granted  under the THINK New Ideas,  Inc.
     Amended and Restated 1997 Stock Option Plan.
(2)  Calculated in accordance with Rule 457(h) under the Securities Act of 1933,
     as  amended,  based upon the  average  of the bid and asked  prices for the
     Common Stock on October 13, 1997.
(3)  Represents  the same shares of Common  Stock  described  in the line above,
     which may be resold by the holder upon exercise of options issued under the
     above-referenced stock option plan.
(4)  Pursuant to Rule 457(h),  no additional  fee is payable since the shares of
     Common  Stock,  which may be offered for resale,  are the same shares being
     registered   hereby   upon  their   initial   issuance   pursuant   to  the
     above-referenced stock option plan.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.  PLAN INFORMATION.

         This Registration  Statement (the "Registration  Statement") relates to
the issuance by THINK New Ideas,  Inc. (the "Company") of up to 2,000,000 shares
of its  common  stock,  par value  $.0001 per share (the  "Common  Stock")  upon
exercise of options granted under the Company's  Amended and Restated 1997 Stock
Option Plan (the "Plan").

         The purpose of the Plan is to induce officers, directors, employees and
consultants  of the  Company (or any  subsidiary  of the  Company)  who are in a
position to contribute materially to the Company's prosperity to remain with the
Company,  to offer such persons  incentives  and rewards in recognition of their
contributions  to the  Company  and to  encourage  such  persons to  continue to
promote the best interests of the Company.

         The Plan  provides for the grant to  employees  of options  intended to
qualify as incentive  stock options  under  Section 422 of the Internal  Revenue
Code of 1986,  as  amended,  and  options  which do not so  qualify  to  persons
including those who are not employees.

         The Plan is  currently  administered  by the  board of  directors  (the
"Board") of the Company,  but may be  administered  pursuant to the terms of the
Plan, by a committee of the Board, provided that such committee has at least two
members, each of whom is not an employee.

         The exercise price,  period of exercise and number of shares subject to
options granted under the Plan is within the discretion of the  administrator of
the Plan, subject to certain  requirements as to the pricing and exercise period
of certain qualified and non-qualified  options granted to stockholders based on
the percentage of their ownership of the Company's common stock.

         The Plan was  authorized by the Board of Directors in February 1997 and
will be  submitted  for  approval  of the  stockholders  of the  Company  at the
Company's next annual meeting of stockholders,  which is currently scheduled for
December 11, 1997.

         The foregoing information relating to the Plan is intended to provide a
summary  thereof and does not purport to be a complete  description of the Plan.
Such summary should be read in conjunction with the Plan which has been filed as
Exhibit 4 hereto and is incorporated herein by reference in its entirety.

Document(s)  containing more specific information regarding the Plan as required
by this Item 1 will be sent or given to participants in the Plan as specified by
Rule 428(b)  promulgated  under the Securities Act of 1933, as amended,  and are
not a part of this Registration Statement.
ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

         The participants in the Plan have been provided with copies of the Plan
and the  documents  incorporated  herein by reference in Part II: Item 3 hereof.
Such  participants  have  been  advised  by the  Company  in  writing  that such
documents will continue to be available,  without  charge,  to the  participants
upon  written  request  to the  Company at its  principal  offices at 45 W. 36th
Street, New York, New York 10018 (Phone: 212-629-6800).

                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents,  including any amendments thereto,  which have
been or  shall  be  filed  by the  Company  with  the  Securities  and  Exchange
Commission (the "Commission") are incorporated  herein by reference and shall be
deemed to be a part hereof from the date of filing such documents.

          (a)     The Company's  annual report on Form 10-KSB for the year ended
                  June 30,1997 (File No. 000-21775); and

          (b)     All reports filed by the Company pursuant to Sections 13(a) or
                  15(d)  of  the  Exchange  Act of  1934  (the  "Exchange  Act")
                  subsequent  to the  date of this  Registration  Statement  and
                  prior  to  the  filing  of a  post-effective  amendment  which
                  indicates that all of the securities  offered hereby have been
                  sold  or  which  deregisters  all  securities  then  remaining
                  unsold.

ITEM 4. DESCRIPTION OF SECURITIES.

         The Certificate of Incorporation of the Company authorizes the issuance
of up to  50,000,000  shares of Common Stock,  $.0001 par value per share.  Each
share of Common  Stock  entitles  the holder  thereof to one vote on each matter
submitted to the  stockholders  of the Company.  The holders of Common Stock are
entitled to receive ratable  dividends,  if any, as may be declared by the Board
of  Directors  out of  funds  legally  available  therefor.  In the  event  of a
liquidation,  dissolution or winding up of Company,  the holders of Common Stock
are entitled to share ratably in all of the assets of the Company  available for
distribution.  The Common Stock has no  preemptive,  subscription  or conversion
rights,  or  redemption  or sinking  fund  provisions  applicable  thereto.  All
outstanding  shares of  Common  Stock are  fully  paid and  non-assessable.  The
Company has not paid any dividends on its Common Stock to date.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not Applicable.
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.

         The  Certificate  of  Incorporation  of the Company limits the personal
liability of directors to the fullest extent  permitted by Section  102(b)(7) of
the  Delaware  General  Corporation  Law.  Section 145 of the  Delaware  General
Corporation Law provides that a corporation's  certificate of incorporation  may
limit the personal liability of its directors for monetary damages for breach of
their fiduciary duties as directors except for liability:  (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)  arising  under  Section 174 of the  Delaware
General  Corporation  Law; or (iv) for any  transaction  from which the director
derived an improper personal benefit.

         The effect of the  foregoing is to require the Company to indemnify the
officers and directors of the Company for any claim arising against such persons
in their official  capacities if such person acted in good faith and in a manner
that he reasonably believed to be in or not opposed to the best interests of the
Company,  and,  with  respect  to any  criminal  action  or  proceeding,  had no
reasonable cause to believe his conduct was unlawful.

INSOFAR AS INDEMNIFICATION  FOR LIABILITIES ARISING UNDER THE SECURITIES ACT MAY
BE PERMITTED TO DIRECTORS,  OFFICERS OR PERSONS CONTROLLING THE COMPANY PURSUANT
TO THE FOREGOING  PROVISIONS,  THE COMPANY HAS BEEN INFORMED 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.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not Applicable.

ITEM 8. EXHIBITS.

         4        THINK New Ideas,  Inc.  Amended and Restated 1997 Stock Option
                  Plan

         5(a)     Opinion of Counsel regarding legality.

         23(a)    Consent of BDO Seidman, LLP

         23(b)    Consent of Counsel included in Exhibit 5(a).
ITEM 9. UNDERTAKINGS

         The Company hereby undertakes:

         A.  Rule 415 Offering.
             ------------------
         (1) To file,  during any period in which it offers or sells securities,
a  post-effective  amendment  to this  Registration  Statement  to  include  any
additional or changed information with respect to the plan of distribution;

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

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

         B. Subsequent Exchange Act Documents Incorporated by Reference:
            ------------------------------------------------------------

         The Company hereby  undertakes  that,  for purposes of determining  any
liability under the Securities  Act, each filing of the company's  annual report
pursuant to Section  13(a) or Section 15(d) of the Exchange Act, and each filing
of the Plan's annual  report  pursuant to Section 15(d) of the Exchange Act that
is incorporated by reference in the Registration Statement shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

         C.  Indemnification.
             ----------------

         (1)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act may be permitted to directors,  officers, and controlling persons
of the Company pursuant to the foregoing provisions,  or otherwise,  the Company
has been advised that in the opinion of the 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  Company of  expenses  incurred  or paid by a director,
officer,  or controlling  person of the Company 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
Company  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.
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the Company
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 Los  Angeles,  State of  California,  on October 10,
1997.

                              THINK NEW IDEAS, INC.

                              By:  Scott A. Mednick
                                   ----------------
                                   Scott A. Mednick, Chief Executive Officer

                                POWER OF ATTORNEY

         We, the  undersigned  officers and  directors  of the  Company,  hereby
severally   constitute  and  appoint  Scott  A.  Mednick  our  true  and  lawful
attorney-in-fact  and  agent,  with  full  power  to him to  sign  any  and  all
amendments (including post effective amendments) to this Registration  Statement
and to file  the  same,  with  all  exhibits  thereto  and  other  documents  in
connection therewith, with the Securities and Exchange Commission, granting unto
said  attorney-in-fact and agent full power and authority to do and perform each
and every  act and  thing  requisite  or  necessary  to be done in and about the
premises,  as  fully to all  interest  and  purposes  as we might or could do in
person, ratifying and conforming all that said attorney-in-fact and agent or any
of them, or his substitute or substitutes, may unlawfully 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 indicated as of October 14, 1997.

/s/ Scott A. Mednick                  Chief Executive Officer, Chairman
----------------------------------    of the Board and Director
Scott A. Mednick                      

/s/ Ronald Bloom                      President and Director
----------------------------------
Ronald Bloom

/s/ Melvin Epstein                    Chief Financial Officer and Secretary
----------------------------------
Melvin Epstein

/s/ Adam Curry                        Chief Technology Officer and
----------------------------------
Adam Curry                            Director

/s/ Larry Kopald                      Chief Creative Officer and Director
----------------------------------
Larry Kopald

/s/ Barry Wagner                      Director
----------------------------------
Barry Wagner

/s/ Richard Char                      Director
----------------------------------
Richard Char

/s/ Marc Canter                       Director
----------------------------------
Marc Canter