As Filed with the Securities and Exchange Commission on
                                February 13, 1997
                              Registration No. 33-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    KSW, INC.
               (Exact Name of Issuer as specified in its charter)
                                37-16 23RD STREET
                           LONG ISLAND CITY, NY 11101
                    (Address of Principal Executive Offices)

DELAWARE                                                   11-3191686
(State of Incorporation)                                 (IRS Employer
                                                        Identification #)


           CONSULTING OR COMPENSATION AGREEMENTS WITH ROBERT BRUSSEL,
            NEVIO DOBRY, ANDREW DWYER, ERNEST GRENDI, JAMES OLIVIERO,
                     ALFRED SCHROEDER AND VINCENT TERRAFERMA
                            (Full Title of the Plans)

James F. Oliviero                           Copy to:
KSW, Inc.                                   James R. Tanenbaum, Esq.
37-16 23rd Street                           Stroock & Stroock & Lavan, LLP
Long Island City, NY 11101                  180 Maiden Lane
Telephone 718-361-6500                      Telephone:  212-806-5400
Facsimile  718-361-5210                     Facsimile:  212-806-6006
(Name, address and telephone number
of Agent for Service)

                         CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------
                              Proposed          Proposed
                              Maximum           Maximum
Title of         Amount      Offering           Aggregate          Amount of
Securities to    to be       Price Per          Offering         Registration
be Registered   Registered    Share (1)         Price                Fee
------------------------------------------------------------------------------
Common shares     85,000       $2.25           $191,250            $65.95
($.01 par value)

-----------------------------
(1)      Estimated solely for the purpose of calculating the registration fee in
         accordance with Rule 457(h). The Proposed Maximum Offering Price Per
         Share is based on the average of the bid and asked prices for the
         common stock of the Registrant as reported on the NASDAQ Electronic
         Bulletin Board on February 11, 1997, which is within five business days
         prior to the date of this Registration Statement.
<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Item 1.        PLAN INFORMATION        Item 2.      REGISTRANT INFORMATION

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

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.          INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following documents of KSW, Inc. (the "Company"), previously filed
with the Securities and Exchange Commission, are incorporated herein by
reference:

         1.    The Company's Annual Report on Form 10-K for the
               fiscal year ended December 31, 1995.

         2.    The Company's Quarterly Report on Form 10-Q for the
               quarterly period ended September 30, 1996.

         All documents filed by the Company pursuant to Section 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") after the
date of this Registration Statement, prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing of such documents.

Item 4.            DESCRIPTION OF SECURITIES

         Not applicable.

Item 5.            INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not applicable.

Item 6.             INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Pursuant to authority conferred by Delaware General Corporation Law
Section 102(b)(7), the Company's Restated Certificate of Incorporation contains
a provision providing that no Director of the Company shall be liable to it or
its stockholders for monetary damages for breach of fiduciary duty as a
Director, except to the extent that such exemption from liability or limitation
thereof is not permitted under the Delaware General Corporation Law as currently
in effect or as the same may be amended. This provision is intended to eliminate
the risk that a Director might incur personal liability to the Company or its
stockholders for breach of the duty of care.

         Delaware General Corporation Law Section 145 contains provisions
permitting, and in some situations requiring, Delaware corporations, such as the
Company, to provide indemnification to their officers and Directors for losses
and litigation expenses incurred in connection with their service to the
corporation in those capacities. The Restated Certificate contains provisions
requiring indemnification by the Company of, and advancement of expenses to, its
directors and officer to the fullest extent permitted by law. Among other
things, these provisions provide indemnification for officers and directors
against liabilities for judgments in any settlements of lawsuits and other
proceedings and for the advance and payment of fees and expenses reasonably
incurred by the director officer in defense of any such lawsuit or proceeding.

Item 7.             EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

Item 8.             EXHIBITS

         The following documents are being filed herewith or
incorporated by reference
         as Exhibits to this Registration Statement:

         EXHIBIT NO.                 DESCRIPTION

         3.1                        Amended and Restated Certificate of
                                    Incorporation of the Company

         3.2                        Amended and Restated By-Laws of
                                    the Company

         5.1                        Opinion of Stroock & Stroock & Lavan LLP

         23.1                       Consent of Stroock & Stroock & Lavan LLP
                                    (included within Exhibit 5)

         23.2                       Consent of Corbin & Wertz

         23.3                       Consent of Marden Harrison & Kreuter

         24                         Power of Attorney (see Signature Page)

         99.1                       Consulting Agreement dated as of June 1,
                                    1994 between the Company and Ernest Grendi

         99.2                       Consulting Agreement dated as of January 1,
                                    1996 between the Company and Andrew T. Dwyer

         99.3                       Employee Compensation Agreement dated
                                    February 10, 1997 between the Company and
                                    Robert Brussel

         99.4                       Employee Compensation Agreement dated
                                    February 10, 1997 between the Company and
                                    Nevio Dobry

         99.5                       Employee Compensation Agreement dated
                                    February 10, 1997 between the Company and
                                    James Oliviero

         99.6                       Employee Compensation Agreement dated
                                    February 10, 1997 between the Company and
                                    Alfred Schroeder

         99.7                       Employee Compensation Agreement dated
                                    February 10, 1997 between the Company and
                                    Vincent Terraferma


Item 9.           UNDERTAKINGS

         (a).     The undersigned registrant hereby undertakes:

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

                  (i)  to include any prospectus required by Section 10(a)(3) of
                       the Securities Act;

                  (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; and

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

                  PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(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 Section 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 the time shall be deemed to be the initial bona
                  fide offering thereof.

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

         (b) The undersigned registrant 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 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 Delaware General Corporation Law and the Certificate
of Incorporation of the Registrant, or otherwise, the Registrant has been
advised that in the opinion of the 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.

<PAGE>


                                   SIGNATURES

         Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Long Island City, State of New York, on the 11th day of February,
1997.


KSW, INC.


By:      /s/ Floyd Warkol
         Floyd Warkol
         Chief Executive Officer

         KNOW ALL MEN BY THESE PRESENTS that each of the undersigned hereby
authorizes Floyd Warkol and Robert Brussel, and each of them, acting together or
alone, his true and lawful attorneys-in-fact and agents with full power of
substitution, for him and his name, place and stead, in any and all capacities,
to sign a Registration Statement (the "Registration Statement") on Form S-8
relating to various employee and consultant compensation agreements and any and
all amendments (including post- effective amendments) to the Registration
Statement, and to file the same, with all exhibits thereto, and all documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, acting together or alone,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
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 indicated and on the 11th day of February, 1997.

     SIGNATURE                               TITLE

/s/ Floyd Warkol
Floyd Warkol                             Chief Executive Officer, Secretary
                                         Director and Chairman of the Board
                                         (principal executive officer)

/s/ Robert Brussel
Robert Brussel                           Principal Financial Officer and
                                         Accounting Officer

/s/ Burton Reyer
Burton Reyer                            Director and Chief
                                        Operating Officer

/s/ Armand P. D'Amato
Armand P. D'Amato                       Director

/s/ Daniel Spiegel
Daniel Spiegel                          Director

<PAGE>

                                INDEX TO EXHIBITS


         EXHIBIT
         NUMBER                        DESCRIPTION

         3.1                       Amended and Restated Certificate of
                                   Incorporation of the Company

         3.2                       Amended and Restated By-Laws of the
                                     Company

         5.1                       Opinion of Stroock & Stroock & Lavan LLP

         23.1                      Consent of Stroock & Stroock & Lavan LLP
                                   (included within Exhibit 5)

         23.2                      Consent of Corbin & Wertz

         23.3                      Consent of Marden Harrison & Kreuter

         24                        Power of Attorney (see Signature Page)

         99.1                      Consulting Agreement dated as of June 1,
                                   1994 between the Company and Ernest Grendi

         99.2                      Consulting Agreement dated as of January 1,
                                   1996 between the  Company and Andrew T. Dwyer

         99.3                      Employee Compensation Agreement dated
                                   February 10, 1997 between the Company and
                                   Robert Brussel

         99.4                      Employee Compensation Agreement dated
                                   February 10, 1997 between the Company and
                                   Nevio Dobry

         99.5                      Employee Compensation Agreement dated
                                   February 10, 1997 between the Company and
                                   James Oliviero

         99.6                      Employee Compensation Agreement dated
                                   February 10, 1997 between the Company and
                                   Alfred Schroeder

         99.7                      Employee Compensation Agreement dated
                                   February 10, 1997 between the Company and
                                   Vincent Terraferma
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 17533}]
{"company-data": {"conformed-name": "KSW INC", "cik": "0001004125", "assigned-sic": "1700", "irs-number": "113191686", "state-of-incorporation": "NY", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-21735", "film-number": "97530809"}, "business-address": {"street1": "37-16 23RD ST", "city": "LONG ISLAND CITY", "state": "NY", "zip": "11101", "phone": "7183616500"}, "mail-address": {"street1": "37-16 23RD STREET", "city": "LONG ISLAND CITY", "state": "NY", "zip": "11101"}}
As Filed with the Securities and Exchange Commission on
                                February 13, 1997
                              Registration No. 33-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    KSW, INC.
               (Exact Name of Issuer as specified in its charter)
                                37-16 23RD STREET
                           LONG ISLAND CITY, NY 11101
                    (Address of Principal Executive Offices)

DELAWARE                                                   11-3191686
(State of Incorporation)                                 (IRS Employer
                                                        Identification #)

           CONSULTING OR COMPENSATION AGREEMENTS WITH ROBERT BRUSSEL,
            NEVIO DOBRY, ANDREW DWYER, ERNEST GRENDI, JAMES OLIVIERO,
                     ALFRED SCHROEDER AND VINCENT TERRAFERMA
                            (Full Title of the Plans)

James F. Oliviero                           Copy to:
KSW, Inc.                                   James R. Tanenbaum, Esq.
37-16 23rd Street                           Stroock & Stroock & Lavan, LLP
Long Island City, NY 11101                  180 Maiden Lane
Telephone 718-361-6500                      Telephone:  212-806-5400
Facsimile  718-361-5210                     Facsimile:  212-806-6006
(Name, address and telephone number
of Agent for Service)

                         CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------
                              Proposed          Proposed
                              Maximum           Maximum
Title of         Amount      Offering           Aggregate          Amount of
Securities to    to be       Price Per          Offering         Registration
be Registered   Registered    Share (1)         Price                Fee
------------------------------------------------------------------------------
Common shares     85,000       $2.25           $191,250            $65.95
($.01 par value)

-----------------------------
(1)      Estimated solely for the purpose of calculating the registration fee in
         accordance with Rule 457(h). The Proposed Maximum Offering Price Per
         Share is based on the average of the bid and asked prices for the
         common stock of the Registrant as reported on the NASDAQ Electronic
         Bulletin Board on February 11, 1997, which is within five business days
         prior to the date of this Registration Statement.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Item 1.        PLAN INFORMATION        Item 2.      REGISTRANT INFORMATION

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

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.          INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following documents of KSW, Inc. (the "Company"), previously filed
with the Securities and Exchange Commission, are incorporated herein by
reference:

         1.    The Company's Annual Report on Form 10-K for the
               fiscal year ended December 31, 1995.

         2.    The Company's Quarterly Report on Form 10-Q for the
               quarterly period ended September 30, 1996.

         All documents filed by the Company pursuant to Section 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") after the
date of this Registration Statement, prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing of such documents.

Item 4.            DESCRIPTION OF SECURITIES

         Not applicable.

Item 5.            INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not applicable.

Item 6.             INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Pursuant to authority conferred by Delaware General Corporation Law
Section 102(b)(7), the Company's Restated Certificate of Incorporation contains
a provision providing that no Director of the Company shall be liable to it or
its stockholders for monetary damages for breach of fiduciary duty as a
Director, except to the extent that such exemption from liability or limitation
thereof is not permitted under the Delaware General Corporation Law as currently
in effect or as the same may be amended. This provision is intended to eliminate
the risk that a Director might incur personal liability to the Company or its
stockholders for breach of the duty of care.

         Delaware General Corporation Law Section 145 contains provisions
permitting, and in some situations requiring, Delaware corporations, such as the
Company, to provide indemnification to their officers and Directors for losses
and litigation expenses incurred in connection with their service to the
corporation in those capacities. The Restated Certificate contains provisions
requiring indemnification by the Company of, and advancement of expenses to, its
directors and officer to the fullest extent permitted by law. Among other
things, these provisions provide indemnification for officers and directors
against liabilities for judgments in any settlements of lawsuits and other
proceedings and for the advance and payment of fees and expenses reasonably
incurred by the director officer in defense of any such lawsuit or proceeding.

Item 7.             EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

Item 8.             EXHIBITS

         The following documents are being filed herewith or
incorporated by reference
         as Exhibits to this Registration Statement:

         EXHIBIT NO.                 DESCRIPTION

         3.1                        Amended and Restated Certificate of
                                    Incorporation of the Company

         3.2                        Amended and Restated By-Laws of
                                    the Company

         5.1                        Opinion of Stroock & Stroock & Lavan LLP

         23.1                       Consent of Stroock & Stroock & Lavan LLP
                                    (included within Exhibit 5)

         23.2                       Consent of Corbin & Wertz

         23.3                       Consent of Marden Harrison & Kreuter

         24                         Power of Attorney (see Signature Page)

         99.1                       Consulting Agreement dated as of June 1,
                                    1994 between the Company and Ernest Grendi

         99.2                       Consulting Agreement dated as of January 1,
                                    1996 between the Company and Andrew T. Dwyer

         99.3                       Employee Compensation Agreement dated
                                    February 10, 1997 between the Company and
                                    Robert Brussel

         99.4                       Employee Compensation Agreement dated
                                    February 10, 1997 between the Company and
                                    Nevio Dobry

         99.5                       Employee Compensation Agreement dated
                                    February 10, 1997 between the Company and
                                    James Oliviero

         99.6                       Employee Compensation Agreement dated
                                    February 10, 1997 between the Company and
                                    Alfred Schroeder

         99.7                       Employee Compensation Agreement dated
                                    February 10, 1997 between the Company and
                                    Vincent Terraferma

Item 9.           UNDERTAKINGS

         (a).     The undersigned registrant hereby undertakes:

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

                  (i)  to include any prospectus required by Section 10(a)(3) of
                       the Securities Act;

                  (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; and

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

                  PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(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 Section 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 the time shall be deemed to be the initial bona
                  fide offering thereof.

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

         (b) The undersigned registrant 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 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 Delaware General Corporation Law and the Certificate
of Incorporation of the Registrant, or otherwise, the Registrant has been
advised that in the opinion of the 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.
SIGNATURES

         Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Long Island City, State of New York, on the 11th day of February,
1997.

KSW, INC.

By:      /s/ Floyd Warkol
         Floyd Warkol
         Chief Executive Officer

         KNOW ALL MEN BY THESE PRESENTS that each of the undersigned hereby
authorizes Floyd Warkol and Robert Brussel, and each of them, acting together or
alone, his true and lawful attorneys-in-fact and agents with full power of
substitution, for him and his name, place and stead, in any and all capacities,
to sign a Registration Statement (the "Registration Statement") on Form S-8
relating to various employee and consultant compensation agreements and any and
all amendments (including post- effective amendments) to the Registration
Statement, and to file the same, with all exhibits thereto, and all documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, acting together or alone,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
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 indicated and on the 11th day of February, 1997.

     SIGNATURE                               TITLE

/s/ Floyd Warkol
Floyd Warkol                             Chief Executive Officer, Secretary
                                         Director and Chairman of the Board
                                         (principal executive officer)

/s/ Robert Brussel
Robert Brussel                           Principal Financial Officer and
                                         Accounting Officer

/s/ Burton Reyer
Burton Reyer                            Director and Chief
                                        Operating Officer

/s/ Armand P. D'Amato
Armand P. D'Amato                       Director

/s/ Daniel Spiegel
Daniel Spiegel                          Director
INDEX TO EXHIBITS

         EXHIBIT
         NUMBER                        DESCRIPTION

         3.1                       Amended and Restated Certificate of
                                   Incorporation of the Company

         3.2                       Amended and Restated By-Laws of the
                                     Company

         5.1                       Opinion of Stroock & Stroock & Lavan LLP

         23.1                      Consent of Stroock & Stroock & Lavan LLP
                                   (included within Exhibit 5)

         23.2                      Consent of Corbin & Wertz

         23.3                      Consent of Marden Harrison & Kreuter

         24                        Power of Attorney (see Signature Page)

         99.1                      Consulting Agreement dated as of June 1,
                                   1994 between the Company and Ernest Grendi

         99.2                      Consulting Agreement dated as of January 1,
                                   1996 between the  Company and Andrew T. Dwyer

         99.3                      Employee Compensation Agreement dated
                                   February 10, 1997 between the Company and
                                   Robert Brussel

         99.4                      Employee Compensation Agreement dated
                                   February 10, 1997 between the Company and
                                   Nevio Dobry

         99.5                      Employee Compensation Agreement dated
                                   February 10, 1997 between the Company and
                                   James Oliviero

         99.6                      Employee Compensation Agreement dated
                                   February 10, 1997 between the Company and
                                   Alfred Schroeder

         99.7                      Employee Compensation Agreement dated
                                   February 10, 1997 between the Company and
                                   Vincent Terraferma