Registration No. 33-
________________________________________________________________

                 SECURITIES AND EXCHANGE COMMISSION
                       Washington, D.C. 20549
                         __________________
                                  
                              FORM S-8
                       REGISTRATION STATEMENT
                                Under
                     THE SECURITIES ACT OF 1933
                         __________________

                       LS CAPITAL CORPORATION 
       (Exact name of registrant as specified in its charter)

        Delaware                                  84-1219819 
(State of other jurisdiction of                 (I.R.S. Employer
incorporation or organization)                  Identification No.)
                              ________

                         15915 Katy Freeway,
                              Suite 250
                        Houston, Texas 77094
                           (713) 398-5588
         (Address, including zip code, and telephone number,
  including area code, of registrant's principal executive offices)
                              ________

                       LS CAPITAL CORPORATION 
                  1997 CONSULTANT COMPENSATION PLAN
                      (Full title of the Plan)
                              ________

                           Paul J. Montle
                       Chief Executive Officer
                         15915 Katy Freeway,
                              Suite 250
                        Houston, Texas 77094
                           (713) 398-5588
         (Address, including zip code, and telephone number,
             including area code, of agent for service)
                              ________

                   CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                                        Proposed           Proposed 
Title of each class                     maximum            maximum            Amount
of securities           Amount to be    offering           aggregate          Registration 
to be registered        registered(1)   price per share(2) offering price(2)  fee
<S>                     <C>             <C>                <C>                <C>        

Common Stock,           1,000,000       $.58               $580,000.00        $166.00
  par value $.01        shares
</TABLE>

(1)  Represents the maximum number of shares which may be distributed 
pursuant to this Registration Statement.
(2)  Estimated solely for purposes of calculating the registration fee based,
pursuant to Rule 457(h)(1), on the average of the bid and ask prices 
of the Registrant's common stock as reported on the OTC Bulletin Board 
on December 5, 1996, or $.58 per share.  

<PAGE>
                               PART II

               INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3.         Incorporation of Documents by Reference.  

        The following documents filed by LS Capital
Corporation (the "Company") with the Securities and
Exchange Commission (the "Commission") are incorporated
herein by reference:

        (a)     The Company's Annual Report on Form 10-K
for the year ended June 30, 1996 (file no. 0-21566), including
all amendments;  

        (b)     The Company's Current Report on Form 8-K
dated September 8, 1996; and 

        (c)     The description of the Company's common
stock, $.01 per value (the "Common Stock"), set forth under
the caption "Description of Common Stock" in the
Company's Registration Statement on Form 8-A dated April
16, 1993 (which incorporates such description in the
Company's Registration Statement on Form SB-2 (file no.
33-57998D), as filed with the Commission on March 29,
1993, as amended) and all amendments and reports filed
thereafter for the purpose of updating such description.  

        All documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934 ("Exchange Act"), prior to
the filing of a post-effective amendment that indicates that
all securities offered hereby have been sold or which de-
registers all securities remaining unsold, shall be deemed to
be incorporated by reference herein and to be a part hereof
from the date of the filing of such document.  

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 145 of the Delaware General Corporation
Law permits a corporation to indemnify any person who was
or is party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, by
reason of the fact that he is or was a director, officer,
employee or agent of the corporation or is or was serving at
the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses,
judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action.

        In an action brought to obtain a judgment in the
corporation's favor, whether by the corporation itself or
derivatively by a stockholder, the corporation may only
indemnify for expenses, including attorney's fees, actually and
reasonably incurred in connection with the defense or
settlement of such action, and the corporation may not
indemnify for amounts paid in satisfaction of a judgment or
in settlement of the claim.  In any such action, no
indemnification may be paid in respect of any claim, issue or
matter as to which such person shall have been adjudged
liable to the corporation except as otherwise approved by the
Delaware Court of Chancery or the court in which the claim
was brought.  In any other type of proceeding, the
indemnification may extend to judgments, fines and amounts
paid in settlement, actually and reasonably incurred in
connection with such other proceeding, as well as to
expenses.

        The statute does not permit indemnification unless
the person seeking indemnification has 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, in
the case of criminal actions or proceedings, the person had
no reasonable cause to believe his conduct was unlawful. 
The statute contains additional limitations applicable to
criminal actions and to actions brought by or in the name of
the corporation.  The determination as to whether a person
seeking indemnification has met the required standard of
conduct is to be made (1) by a majority vote of a quorum of
disinterested members of the board of directors, (2) by
independent legal counsel in a written opinion, if such a
quorum does not exist or if the disinterested directors so
direct, or (3) by the stockholders.

        The Company's Bylaws require the Company to
indemnify the Company's directors and officers to the fullest
extent authorized by the Delaware General Corporation Law
or any other applicable law in effect.  The Company's
Certificate of Incorporation limits the personal liability of a
director to the corporation or its stockholders to damages for
breach of the director's fiduciary duty.

Item 7.         Exemption from Registration Claimed.  

                Not applicable.  

Item 8.         Exhibits.

Exhibit
Number          Exhibit

4.1             ---Specimen Stock Certificate for Registrant's
                Common Stock (incorporated herein by
                reference to the Registrant's Registration
                Statement on Form 8-A dated April 16, 1993
                (Commission File No. 0-21566), Item 2,
                Exhibit 1.  

4.2             ---LS Capital Corporation 1997 Consultant
                Compensation Plan.

5.1             ---Opinion of Randall W. Heinrich, Of
                Counsel to Gillis & Slogar.

23.1            ---Consent of Malone & Bailey, PLLC.

23.2            ---Consent of KPMG Peat Marwick LLP.

23.3            ---Consent of Randall W. Heinrich, Of
                Counsel to Gillis & Slogar (included in Exhibit
                5.1 to this Registration Statement).

24.1            ---Power of Attorney (included on the
                signature page hereto).  


Item 9.         Undertakings

                (a)     The undersigned registrant hereby
undertakes:

                (1)     To file, during any period in which the
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 (the "Act");

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

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

                (2)     That, for the purpose of determining
any liability under the 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; and

                (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 Act,
each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act that is
incorporated by reference in the registration statement shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide
offering thereof.

        (c)     Insofar as indemnification for liabilities arising
under the Act may be permitted to directors, officers and
controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the 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 questions
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

The Registrant
        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 requirement 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 Houston, State of Texas on
October 15, 1996.

                                LS CAPITAL CORPORATION


                                By   \S\ Paul J. Montle         
                                     Paul J. Montle,
                                     Chief Executive Officer
                                     (Principal Executive Officer
                                     & Principal Financial Officer)

                          POWER OF ATTORNEY

        The undersigned directors and officers of LS Capital
Corporation hereby appoint Paul J. Montle as attorney-in-
fact for the undersigned, with full power of substitution, for
and in the name, place and stead of the undersigned, to sign
and file with the Securities and Exchange Commission under
the Securities Act of 1933 any and all amendments (including
post-effective amendments) and exhibits to this registration
statement and any and all applications and other documents
to be filed with the Securities and Exchange Commission
pertaining to the registration of the securities covered
hereby, with full power and authority to do and perform any
and all acts and things whatsoever requisite and necessary or
desirable, hereby ratifying and confirming all that said
attorney-in-fact, or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.  

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

<TABLE>
<CAPTION>

Name                            Title                            Date

<S>                             <C>                              <C>

/S/ Paul J. Montle              Director, President              October 15, 1996
Paul J. Montle                  and Chief Executive 
                                Officer (Principal 
                                Executive Officer and 
                                Principal Financial Officer)

/S/ Roger W. Cope               Director                         October 15, 1996
Roger W. Cope

/S/ C. Thomas Cutter            Director                         October 15, 1996
C. Thomas Cutter

/S/ Kent E. Lovelace, Jr.       Director                         October 15, 1996
Kent E. Lovelace, Jr.

</TABLE>
<PAGE>
                                             EXHIBITS INDEX

<TABLE>
<CAPTION>

        Exhibit                                                                          Sequential
        Number          Description                                                      Page Number

        <S>             <C>                                                              <C>

        4.1             Specimen Stock Certificate for Registrant's
                        Common Stock (incorporated herein by reference
                        to the Registrant's Registration Statement on
                        Form 8-A dated April 16, 1993 (Commission File
                        No. 0-21566), Item 2, Exhibit 1.  

        4.2             LS Capital Corporation 1997 Consultant
                        Compensation Plan.

        5.1             Opinion of Randall W. Heinrich, Of Counsel to
                        Gillis & Slogar.

        23.1            Consent of Malone & Bailey, PLLC.

        23.2            Consent of KPMG Peat Marwick LLP.

        23.3            Consent of Randall W. Heinrich, Of Counsel to
                        Gillis & Slogar (included in Exhibit 5.1 to this
                        Registration Statement)

        24.1            Power of Attorney (included on the signature
                        page hereto).  

</TABLE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 15844}]
{"company-data": {"conformed-name": "LS CAPITAL CORP", "cik": "0000897545", "assigned-sic": "7990", "irs-number": "841219819", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-17373", "film-number": "96676698"}, "business-address": {"street1": "15915 KATY FREEWAY", "street2": "STE 250", "city": "HOUSTON", "state": "TX", "zip": "77094", "phone": "7133985588"}, "mail-address": {"street1": "ONE RIVERWAY", "street2": "SUITE 2550", "city": "HOUSTON", "state": "TX", "zip": "77056"}}
Registration No. 33-
________________________________________________________________

                 SECURITIES AND EXCHANGE COMMISSION
                       Washington, D.C. 20549
                         __________________
                                  
                              FORM S-8
                       REGISTRATION STATEMENT
                                Under
                     THE SECURITIES ACT OF 1933
                         __________________

                       LS CAPITAL CORPORATION 
       (Exact name of registrant as specified in its charter)

        Delaware                                  84-1219819 
(State of other jurisdiction of                 (I.R.S. Employer
incorporation or organization)                  Identification No.)
                              ________

                         15915 Katy Freeway,
                              Suite 250
                        Houston, Texas 77094
                           (713) 398-5588
         (Address, including zip code, and telephone number,
  including area code, of registrant's principal executive offices)
                              ________

                       LS CAPITAL CORPORATION 
                  1997 CONSULTANT COMPENSATION PLAN
                      (Full title of the Plan)
                              ________

                           Paul J. Montle
                       Chief Executive Officer
                         15915 Katy Freeway,
                              Suite 250
                        Houston, Texas 77094
                           (713) 398-5588
         (Address, including zip code, and telephone number,
             including area code, of agent for service)
                              ________

                   CALCULATION OF REGISTRATION FEE
Proposed           Proposed 
Title of each class                     maximum            maximum            Amount
of securities           Amount to be    offering           aggregate          Registration 
to be registered        registered(1)   price per share(2) offering price(2)  fee
Common Stock,           1,000,000       $.58               $580,000.00        $166.00
  par value $.01        shares
(1)  Represents the maximum number of shares which may be distributed 
pursuant to this Registration Statement.
(2)  Estimated solely for purposes of calculating the registration fee based,
pursuant to Rule 457(h)(1), on the average of the bid and ask prices 
of the Registrant's common stock as reported on the OTC Bulletin Board 
on December 5, 1996, or $.58 per share.
PART II

               INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3.         Incorporation of Documents by Reference.  

        The following documents filed by LS Capital
Corporation (the "Company") with the Securities and
Exchange Commission (the "Commission") are incorporated
herein by reference:

        (a)     The Company's Annual Report on Form 10-K
for the year ended June 30, 1996 (file no. 0-21566), including
all amendments;  

        (b)     The Company's Current Report on Form 8-K
dated September 8, 1996; and 

        (c)     The description of the Company's common
stock, $.01 per value (the "Common Stock"), set forth under
the caption "Description of Common Stock" in the
Company's Registration Statement on Form 8-A dated April
16, 1993 (which incorporates such description in the
Company's Registration Statement on Form SB-2 (file no.
33-57998D), as filed with the Commission on March 29,
1993, as amended) and all amendments and reports filed
thereafter for the purpose of updating such description.  

        All documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934 ("Exchange Act"), prior to
the filing of a post-effective amendment that indicates that
all securities offered hereby have been sold or which de-
registers all securities remaining unsold, shall be deemed to
be incorporated by reference herein and to be a part hereof
from the date of the filing of such document.  

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 145 of the Delaware General Corporation
Law permits a corporation to indemnify any person who was
or is party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, by
reason of the fact that he is or was a director, officer,
employee or agent of the corporation or is or was serving at
the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses,
judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action.

        In an action brought to obtain a judgment in the
corporation's favor, whether by the corporation itself or
derivatively by a stockholder, the corporation may only
indemnify for expenses, including attorney's fees, actually and
reasonably incurred in connection with the defense or
settlement of such action, and the corporation may not
indemnify for amounts paid in satisfaction of a judgment or
in settlement of the claim.  In any such action, no
indemnification may be paid in respect of any claim, issue or
matter as to which such person shall have been adjudged
liable to the corporation except as otherwise approved by the
Delaware Court of Chancery or the court in which the claim
was brought.  In any other type of proceeding, the
indemnification may extend to judgments, fines and amounts
paid in settlement, actually and reasonably incurred in
connection with such other proceeding, as well as to
expenses.

        The statute does not permit indemnification unless
the person seeking indemnification has 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, in
the case of criminal actions or proceedings, the person had
no reasonable cause to believe his conduct was unlawful. 
The statute contains additional limitations applicable to
criminal actions and to actions brought by or in the name of
the corporation.  The determination as to whether a person
seeking indemnification has met the required standard of
conduct is to be made (1) by a majority vote of a quorum of
disinterested members of the board of directors, (2) by
independent legal counsel in a written opinion, if such a
quorum does not exist or if the disinterested directors so
direct, or (3) by the stockholders.

        The Company's Bylaws require the Company to
indemnify the Company's directors and officers to the fullest
extent authorized by the Delaware General Corporation Law
or any other applicable law in effect.  The Company's
Certificate of Incorporation limits the personal liability of a
director to the corporation or its stockholders to damages for
breach of the director's fiduciary duty.

Item 7.         Exemption from Registration Claimed.  

                Not applicable.  

Item 8.         Exhibits.

Exhibit
Number          Exhibit

4.1             ---Specimen Stock Certificate for Registrant's
                Common Stock (incorporated herein by
                reference to the Registrant's Registration
                Statement on Form 8-A dated April 16, 1993
                (Commission File No. 0-21566), Item 2,
                Exhibit 1.  

4.2             ---LS Capital Corporation 1997 Consultant
                Compensation Plan.

5.1             ---Opinion of Randall W. Heinrich, Of
                Counsel to Gillis & Slogar.

23.1            ---Consent of Malone & Bailey, PLLC.

23.2            ---Consent of KPMG Peat Marwick LLP.

23.3            ---Consent of Randall W. Heinrich, Of
                Counsel to Gillis & Slogar (included in Exhibit
                5.1 to this Registration Statement).

24.1            ---Power of Attorney (included on the
                signature page hereto).  

Item 9.         Undertakings

                (a)     The undersigned registrant hereby
undertakes:

                (1)     To file, during any period in which the
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 (the "Act");

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

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

                (2)     That, for the purpose of determining
any liability under the 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; and

                (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 Act,
each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act that is
incorporated by reference in the registration statement shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide
offering thereof.

        (c)     Insofar as indemnification for liabilities arising
under the Act may be permitted to directors, officers and
controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the 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 questions
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

The Registrant
        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 requirement 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 Houston, State of Texas on
October 15, 1996.

                                LS CAPITAL CORPORATION

                                By   \S\ Paul J. Montle         
                                     Paul J. Montle,
                                     Chief Executive Officer
                                     (Principal Executive Officer
                                     & Principal Financial Officer)

                          POWER OF ATTORNEY

        The undersigned directors and officers of LS Capital
Corporation hereby appoint Paul J. Montle as attorney-in-
fact for the undersigned, with full power of substitution, for
and in the name, place and stead of the undersigned, to sign
and file with the Securities and Exchange Commission under
the Securities Act of 1933 any and all amendments (including
post-effective amendments) and exhibits to this registration
statement and any and all applications and other documents
to be filed with the Securities and Exchange Commission
pertaining to the registration of the securities covered
hereby, with full power and authority to do and perform any
and all acts and things whatsoever requisite and necessary or
desirable, hereby ratifying and confirming all that said
attorney-in-fact, or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.  

        Pursuant to the requirements of the Securities Act of
1933, this registration statement has been signed by the
following persons in the capacities and on the dates
indicated.
Name                            Title                            Date
/S/ Paul J. Montle              Director, President              October 15, 1996
Paul J. Montle                  and Chief Executive 
                                Officer (Principal 
                                Executive Officer and 
                                Principal Financial Officer)

/S/ Roger W. Cope               Director                         October 15, 1996
Roger W. Cope

/S/ C. Thomas Cutter            Director                         October 15, 1996
C. Thomas Cutter

/S/ Kent E. Lovelace, Jr.       Director                         October 15, 1996
Kent E. Lovelace, Jr.
EXHIBITS INDEX
Exhibit                                                                          Sequential
        Number          Description                                                      Page Number
4.1             Specimen Stock Certificate for Registrant's
                        Common Stock (incorporated herein by reference
                        to the Registrant's Registration Statement on
                        Form 8-A dated April 16, 1993 (Commission File
                        No. 0-21566), Item 2, Exhibit 1.  

        4.2             LS Capital Corporation 1997 Consultant
                        Compensation Plan.

        5.1             Opinion of Randall W. Heinrich, Of Counsel to
                        Gillis & Slogar.

        23.1            Consent of Malone & Bailey, PLLC.

        23.2            Consent of KPMG Peat Marwick LLP.

        23.3            Consent of Randall W. Heinrich, Of Counsel to
                        Gillis & Slogar (included in Exhibit 5.1 to this
                        Registration Statement)

        24.1            Power of Attorney (included on the signature
                        page hereto).