Registration No. 333-
                                                                               
                                                                               
                       SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C.

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

                               DISC GRAPHICS, INC.
             (Exact name of registrant as specified in its charter)

            Delaware                                   13-3678012
     (State or other jurisdiction of       (I.R.S. Employer Identification No.)
      incorporation or organization)

     10 Gilpin Avenue, Hauppauge, New York                            11788
    (Address of principal executive offices)                        (Zip Code)

                        1995 INCENTIVE STOCK OPTION PLAN
                            (Full title of the plan)

                     Donald Sinkin, Chief Executive Officer
                               Disc Graphics, Inc.
                                10 Gilpin Avenue
                            Hauppauge, New York 11788
                     (Name and address of agent for service)

                                 (516) 234-1400
          (Telephone number, including area code, of agent for service)

                                    copy to:
                            David H. Lieberman, Esq.
                     Blau, Kramer, Wactlar & Lieberman, P.C.
                             100 Jericho Quadrangle
                             Jericho, New York 11753
                                 (516) 822-4820

                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
Title of Each                    Proposed Maximum    Proposed Maximum  Amount of
Class of Securities Amount to be Offering            Aggregate         Registra-
to be Registered    Registered   Price Per Share(1)  Offering Price(1) tion Fee
-------------------------------------------------------------------------------
Common Stock,       500,000 shs.     $3.125             $1,562,500       $474
par value $.01
per share (2)

--------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the registration fee, based 
upon the average of the high and low prices of the Company's Common  Stock 
reported on the  consolidated  reporting  system on May 23, 1997, pursuant to 
Rule 457.
(2) The Registration Statement also covers an indeterminate number of additional
shares of Common Stock which may become issuable pursuant to anti-dilution  and
adjustment provisions of the Plan.


<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following  documents have been filed by the Company with the Commission
(File No. 0-22696)  pursuant to the Exchange Act, are  incorporated by reference
in this Registration Statement and shall be deemed to be a part hereof:

     (1)  The Company's Annual Report on Form 10-K for the fiscal year ended
          December 31, 1996;

     (2)  The Company's Quarterly Report on Form 10-Q for the fiscal quarter 
          ended March 31, 1997;

     (3)  The  description of the Company's  common stock to be offered which is
          contained  in the  Registration  Statement on Form 8-A with respect to
          the Company's Common Stock (File No. 0-22696), including any amendment
          or report  filed for the purpose of updating  the  description  of the
          Common Stock contained therein.

     All documents  filed pursuant to Section 13(a),  13(c),  14 or 15(d) of the
Exchange  Act after  the date of this  Registration  Statement  and prior to the
termination of this offering of Common Stock shall be deemed to be  incorporated
by reference in this Registration  Statement and to be part hereof from the date
of filing of such documents.  Any statement contained in a document incorporated
or deemed to be incorporated by reference in this  Registration  Statement shall
be deemed  to be  modified  or  superseded  for  purposes  of this  Registration
Statement to the extent that a statement contained herein or in any subsequently
filed document that also is or is deemed to be incorporated by reference  herein
modifies or supersedes such  statement.  Any statement so modified or superseded
shall not be deemed,  except as so modified or superseded,  to constitute a part
of this Registration Statement.

     The Company  will provide  without  charge to each person to whom a copy of
this  Registration  Statement is delivered,  upon the written or oral request of
such person,  a copy of any or all of the  documents  incorporated  by reference
(except for  exhibits  thereto  unless  specifically  incorporated  by reference
therein).  Requests for such copies  should be directed to the  Secretary,  Disc
Graphics, Inc., 10 Gilpin Avenue, Hauppauge, New York 11788.

Item 4.   Description of Securities.

          Not applicable.

Item 5.   Interests of Named Experts and Counsel.

          Not applicable

Item 6.   Indemnification of Directors and Officers.

     Under provisions of the Certificate of Incorporation and the By-Laws of the
Company,  each  person who is or was a director or officer of the Company may be
indemnified  by the Company to the full extent  permitted or  authorized  by the
General Corporation Law of Delaware.

     Under such law, to the extent that such person is  successful on the merits
of defense of a suit or  proceeding  brought  against  him by reason of the fact
that he is a director or officer of the Company, he shall be indemnified against
expenses (including attorneys' fees) reasonably incurred in connection with such
action.

     If  unsuccessful  in defense of a  third-party  civil suit or if a criminal
suit is settled,  such a person may be  indemnified  under such law against both

<PAGE>

(1) expenses  (including  attorneys' fees) and (2) judgments,  fines and amounts
paid in  settlement  if he acted in good  faith  and in a manner  he  reasonably
believed to be in, or not opposed to, the best  interests  of the  Company,  and
with  respect to any criminal  action,  had no  reasonable  cause to believe his
conduct was unlawful.

     If  unsuccessful  in  defense  of a suit  brought by or in the right of the
Company, or if such suit is settled, such a person may be indemnified under such
law only against expenses (including attorneys' fees) incurred in the defense or
settlement  of such suit if he acted in good faith and in a manner he reasonably
believed to be in, or not opposed to, the best  interests of the Company  except
that if such a person is  adjudged to be liable in such suit for  negligence  or
misconduct  in the  performance  of his duty to the  Company,  he cannot be made
whole  even for  expenses  unless  the court  determines  that he is fairly  and
reasonably entitled to indemnity for such expenses.

     The Company and its  officers  and  directors  are covered by officers  and
directors liability insurance. The policy coverage is $2,000,000, which includes
reimbursement for costs and fees. There is a maximum deductible under the policy
of  $40,000  for each  claim.  The  Company  has  entered  into  Indemnification
Agreements with each of its officers and directors.  The Agreements  provide for
reimbursement for all direct and indirect costs of any type or nature whatsoever
(including  attorneys' fees and related  disbursements)  actually and reasonably
incurred in  connection  with either the  investigation,  defense or appeal of a
Proceeding, as defined,  including amounts paid in settlement by or on behalf of
an Indemnitee.

Item 7.   Exemption from registration claimed.

          Not applicable.

Item 8.   Exhibits.

     4    1995 Incentive Stock Option Plan (filed as Exhibit 4.5 to the Form S-4
          Registration Statement, Amendment No. 1 dated August 31, 1995 [File
          No. 33-94068] and incorporated herein by reference).
     5    Opinion and consent of Blau, Kramer, Wactlar & Lieberman, P.C.
     23.1 Consent of Blau, Kramer, Wactlar & Lieberman, P.C. - included in their
          opinion filed as Exhibit 5.
     23.2 Consent of KPMG Peat Marwick LLP.
     24   Powers of Attorney-included in signature page hereof.

 Item 9.  Undertakings.

     (a)  The undersigned Registrant hereby undertakes:

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

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

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

               (iii) To include any  material  information  with  respect to the
               plan of distribution not previously disclosed in the Registration

<PAGE>

               Statement  or any  material  change  to such  information  in the
               Registration  Statement;   provided,   however,  that  paragraphs
               (a)(l)(i)  and  (a)(l)(ii)  do  not  apply  if  the  registration
               statement  is on  Form  S-3 or  Form  S-8,  and  the  information
               required to be included in a  post-effective  amendment  by those
               paragraphs  is  contained  in  periodic   reports  filed  by  the
               Registrant  pursuant  to  section  13 or  section  15(d)  of  the
               Securities   Exchange  Act  of  1934  that  are  incorporated  by
               reference in the Registration Statement.

          (2)  That, for the purposes of determining any liability under the
          Securities Act of 1933,  each  such  post-effective  amendment shall
          be deemed to be a new Registration  Statement  relating to the 
          securities  offered  therein,  and the offering of such securities at
          that time shall be deemed to be the initial bona fide offering 
          thereof.

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

     (b) The  undersigned  Registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
Registration  Statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at the time shall be deemed to be the initial bona fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  Registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
Registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against 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 Registrant
certifies  that  it  has  reasonable  grounds  to  believe  that  it  meets  all
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 Jericho, New York on the 23rd day of May, 1997.

                                      DISC GRAPHICS, INC.


                                      By: /S/ Donald Sinkin
                                          Donald Sinkin, Chairman of the Board,
                                          Chief Executive Officer and President

                                POWER OF ATTORNEY

     Pursuant to the  requirements  of the  Securities  Act of 1933, as amended,
this  Registration  Statement  has been signed on May 23, 1997 by the  following
persons in the capacities  indicated.  Each person whose signature appears below
constitutes and appoints Donald Sinkin and Stephen Frey, and each of them acting
individually,   with  full   power  of   substitution,   our  true  and   lawful
attorneys-in-fact  and  agents to do any and all acts and things in our name and
on our behalf in our capacities indicated below which they or either of them may
deem  necessary or advisable  to enable Disc  Graphics,  Inc. to comply with the
Securities Act of 1933, as amended, and any rules,  regulations and requirements
of the Securities and Exchange Commission,  in connection with this Registration
Statement  including  specifically,  but not limited to, power and  authority to
sign for us or any of us in our names in the  capacities  stated below,  any and
all amendments (including post-effective amendments) thereto, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing  requisite and necessary to be done in such  connection,  as
fully to all  intents  and  purposes  as we might or could do in person,  hereby
ratifying and  confirming  all that said  attorneys-in-fact  and agents,  or his
substitute  or  substitutes,  may  lawfully  do or  cause  to be done by  virtue
thereof.

    Signature                Title


/S/ Donald Sinkin            Chairman of the Board, Chief Executive
Donald Sinkin                Officer and President (Principal Executive Officer)


/S/ Stephen Frey             Vice President of Operations and Director
Stephen Frey                 Principal Operating Officer)


/S/ Margaret Krumholz        Chief Financial Officer
Margaret Krumholz            (Principal Accounting Officer)


/S/ John Rebecchi            Vice President of Sales and Marketing and
John Rebecchi                Director


/S/ Daniel Levinson          Director
Daniel Levinson

                                                                                
                             Director
Seymour W. Zises             


/S/ Mark L. Friedman         Director
Mark L. Friedman




<PAGE>


                                                        EXHIBIT 5




                                   May 27, 1997


Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

      Re:  Disc Graphics, Inc.
           Registration Statement on Form S-8

Gentlemen:

      Reference is made to the filing by Disc Graphics, Inc. (the "Corporation")
of a  Registration  Statement  on Form  S-8  with the  Securities  and  Exchange
Commission pursuant to the provisions of the Securities Act of 1933, as amended,
covering the registration of 500,000 shares of the  Corporation's  Common Stock,
$.01 par value per share,  in connection with the  Corporation's  1995 Incentive
Stock Option Plan (the "Plan").

      As counsel for the  Corporation,  we have examined its corporate  records,
including its Certificate of Incorporation,  as amended,  By-Laws, its corporate
minutes,  the form of its Common Stock certificate,  the Plan, related documents
under the Plan and such other documents as we have deemed  necessary or relevant
under the circumstances.

      Based upon our examination, we are of the opinion that:

     1. The Corporation is duly organized and validly existing under the laws of
the State of Delaware.

     2. There have been  reserved  for issuance by the Board of Directors of the
Corporation  500,000 shares of its Common Stock,  $.01 par value per share under
the Plan. The shares of the Corporation's  Common Stock, when issued pursuant to
the  Plan,  will  be  validly  authorized,   legally  issued,   fully  paid  and
non-assessable.

     We hereby  consent  to be named in the  Registration  Statement  and in the
Prospectus which  constitutes a part thereof as counsel to the Corporation,  and
we hereby consent to the filing of this opinion as Exhibit 5 to the Registration
Statement.

                                   Very truly yours,

                                   /s/ Blau, Kramer, Wactlar & Lieberman, P.C.
                                   BLAU, KRAMER, WACTLAR &
                                          LIEBERMAN, P. C.

<PAGE>


                                             EXHIBIT 23.1






                         Independent Auditors' Consent
                         -----------------------------



The Board of Directors
   and Stockholders
Disc Graphics, Inc.:


We consent to the use of our report dated February 27, 1997 incorporated herein
by reference.


                              /s/ KPMG Peat Marwick LLP
                              KPMG PEAT MARWICK LLP


Jericho, New York
May 27, 1997
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 19088}]
{"company-data": {"conformed-name": "DISC GRAPHICS INC /DE/", "cik": "0000904541", "assigned-sic": "2670", "irs-number": "133678012", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-28013", "film-number": "97616218"}, "business-address": {"street1": "10 GILPIN AVE", "city": "HAUPPAUGE", "state": "NY", "zip": "11788", "phone": "5162341400"}, "mail-address": {"street1": "10 GILPIN AVE", "city": "HAUPPAUGE", "state": "NY", "zip": "11788"}, "former-company": {"former-conformed-name": "RCL CAPITAL CORP", "date-changed": "19930513"}}
Registration No. 333-
                                                                               
                                                                               
                       SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C.

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

                               DISC GRAPHICS, INC.
             (Exact name of registrant as specified in its charter)

            Delaware                                   13-3678012
     (State or other jurisdiction of       (I.R.S. Employer Identification No.)
      incorporation or organization)

     10 Gilpin Avenue, Hauppauge, New York                            11788
    (Address of principal executive offices)                        (Zip Code)

                        1995 INCENTIVE STOCK OPTION PLAN
                            (Full title of the plan)

                     Donald Sinkin, Chief Executive Officer
                               Disc Graphics, Inc.
                                10 Gilpin Avenue
                            Hauppauge, New York 11788
                     (Name and address of agent for service)

                                 (516) 234-1400
          (Telephone number, including area code, of agent for service)

                                    copy to:
                            David H. Lieberman, Esq.
                     Blau, Kramer, Wactlar & Lieberman, P.C.
                             100 Jericho Quadrangle
                             Jericho, New York 11753
                                 (516) 822-4820

                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
Title of Each                    Proposed Maximum    Proposed Maximum  Amount of
Class of Securities Amount to be Offering            Aggregate         Registra-
to be Registered    Registered   Price Per Share(1)  Offering Price(1) tion Fee
-------------------------------------------------------------------------------
Common Stock,       500,000 shs.     $3.125             $1,562,500       $474
par value $.01
per share (2)

--------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the registration fee, based 
upon the average of the high and low prices of the Company's Common  Stock 
reported on the  consolidated  reporting  system on May 23, 1997, pursuant to 
Rule 457.
(2) The Registration Statement also covers an indeterminate number of additional
shares of Common Stock which may become issuable pursuant to anti-dilution  and
adjustment provisions of the Plan.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following  documents have been filed by the Company with the Commission
(File No. 0-22696)  pursuant to the Exchange Act, are  incorporated by reference
in this Registration Statement and shall be deemed to be a part hereof:

     (1)  The Company's Annual Report on Form 10-K for the fiscal year ended
          December 31, 1996;

     (2)  The Company's Quarterly Report on Form 10-Q for the fiscal quarter 
          ended March 31, 1997;

     (3)  The  description of the Company's  common stock to be offered which is
          contained  in the  Registration  Statement on Form 8-A with respect to
          the Company's Common Stock (File No. 0-22696), including any amendment
          or report  filed for the purpose of updating  the  description  of the
          Common Stock contained therein.

     All documents  filed pursuant to Section 13(a),  13(c),  14 or 15(d) of the
Exchange  Act after  the date of this  Registration  Statement  and prior to the
termination of this offering of Common Stock shall be deemed to be  incorporated
by reference in this Registration  Statement and to be part hereof from the date
of filing of such documents.  Any statement contained in a document incorporated
or deemed to be incorporated by reference in this  Registration  Statement shall
be deemed  to be  modified  or  superseded  for  purposes  of this  Registration
Statement to the extent that a statement contained herein or in any subsequently
filed document that also is or is deemed to be incorporated by reference  herein
modifies or supersedes such  statement.  Any statement so modified or superseded
shall not be deemed,  except as so modified or superseded,  to constitute a part
of this Registration Statement.

     The Company  will provide  without  charge to each person to whom a copy of
this  Registration  Statement is delivered,  upon the written or oral request of
such person,  a copy of any or all of the  documents  incorporated  by reference
(except for  exhibits  thereto  unless  specifically  incorporated  by reference
therein).  Requests for such copies  should be directed to the  Secretary,  Disc
Graphics, Inc., 10 Gilpin Avenue, Hauppauge, New York 11788.

Item 4.   Description of Securities.

          Not applicable.

Item 5.   Interests of Named Experts and Counsel.

          Not applicable

Item 6.   Indemnification of Directors and Officers.

     Under provisions of the Certificate of Incorporation and the By-Laws of the
Company,  each  person who is or was a director or officer of the Company may be
indemnified  by the Company to the full extent  permitted or  authorized  by the
General Corporation Law of Delaware.

     Under such law, to the extent that such person is  successful on the merits
of defense of a suit or  proceeding  brought  against  him by reason of the fact
that he is a director or officer of the Company, he shall be indemnified against
expenses (including attorneys' fees) reasonably incurred in connection with such
action.

     If  unsuccessful  in defense of a  third-party  civil suit or if a criminal
suit is settled,  such a person may be  indemnified  under such law against both
(1) expenses  (including  attorneys' fees) and (2) judgments,  fines and amounts
paid in  settlement  if he acted in good  faith  and in a manner  he  reasonably
believed to be in, or not opposed to, the best  interests  of the  Company,  and
with  respect to any criminal  action,  had no  reasonable  cause to believe his
conduct was unlawful.

     If  unsuccessful  in  defense  of a suit  brought by or in the right of the
Company, or if such suit is settled, such a person may be indemnified under such
law only against expenses (including attorneys' fees) incurred in the defense or
settlement  of such suit if he acted in good faith and in a manner he reasonably
believed to be in, or not opposed to, the best  interests of the Company  except
that if such a person is  adjudged to be liable in such suit for  negligence  or
misconduct  in the  performance  of his duty to the  Company,  he cannot be made
whole  even for  expenses  unless  the court  determines  that he is fairly  and
reasonably entitled to indemnity for such expenses.

     The Company and its  officers  and  directors  are covered by officers  and
directors liability insurance. The policy coverage is $2,000,000, which includes
reimbursement for costs and fees. There is a maximum deductible under the policy
of  $40,000  for each  claim.  The  Company  has  entered  into  Indemnification
Agreements with each of its officers and directors.  The Agreements  provide for
reimbursement for all direct and indirect costs of any type or nature whatsoever
(including  attorneys' fees and related  disbursements)  actually and reasonably
incurred in  connection  with either the  investigation,  defense or appeal of a
Proceeding, as defined,  including amounts paid in settlement by or on behalf of
an Indemnitee.

Item 7.   Exemption from registration claimed.

          Not applicable.

Item 8.   Exhibits.

     4    1995 Incentive Stock Option Plan (filed as Exhibit 4.5 to the Form S-4
          Registration Statement, Amendment No. 1 dated August 31, 1995 [File
          No. 33-94068] and incorporated herein by reference).
     5    Opinion and consent of Blau, Kramer, Wactlar & Lieberman, P.C.
     23.1 Consent of Blau, Kramer, Wactlar & Lieberman, P.C. - included in their
          opinion filed as Exhibit 5.
     23.2 Consent of KPMG Peat Marwick LLP.
     24   Powers of Attorney-included in signature page hereof.

 Item 9.  Undertakings.

     (a)  The undersigned Registrant hereby undertakes:

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

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

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

               (iii) To include any  material  information  with  respect to the
               plan of distribution not previously disclosed in the Registration
Statement  or any  material  change  to such  information  in the
               Registration  Statement;   provided,   however,  that  paragraphs
               (a)(l)(i)  and  (a)(l)(ii)  do  not  apply  if  the  registration
               statement  is on  Form  S-3 or  Form  S-8,  and  the  information
               required to be included in a  post-effective  amendment  by those
               paragraphs  is  contained  in  periodic   reports  filed  by  the
               Registrant  pursuant  to  section  13 or  section  15(d)  of  the
               Securities   Exchange  Act  of  1934  that  are  incorporated  by
               reference in the Registration Statement.

          (2)  That, for the purposes of determining any liability under the
          Securities Act of 1933,  each  such  post-effective  amendment shall
          be deemed to be a new Registration  Statement  relating to the 
          securities  offered  therein,  and the offering of such securities at
          that time shall be deemed to be the initial bona fide offering 
          thereof.

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

     (b) The  undersigned  Registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
Registration  Statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at the time shall be deemed to be the initial bona fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  Registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
Registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against 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 Registrant
certifies  that  it  has  reasonable  grounds  to  believe  that  it  meets  all
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 Jericho, New York on the 23rd day of May, 1997.

                                      DISC GRAPHICS, INC.

                                      By: /S/ Donald Sinkin
                                          Donald Sinkin, Chairman of the Board,
                                          Chief Executive Officer and President

                                POWER OF ATTORNEY

     Pursuant to the  requirements  of the  Securities  Act of 1933, as amended,
this  Registration  Statement  has been signed on May 23, 1997 by the  following
persons in the capacities  indicated.  Each person whose signature appears below
constitutes and appoints Donald Sinkin and Stephen Frey, and each of them acting
individually,   with  full   power  of   substitution,   our  true  and   lawful
attorneys-in-fact  and  agents to do any and all acts and things in our name and
on our behalf in our capacities indicated below which they or either of them may
deem  necessary or advisable  to enable Disc  Graphics,  Inc. to comply with the
Securities Act of 1933, as amended, and any rules,  regulations and requirements
of the Securities and Exchange Commission,  in connection with this Registration
Statement  including  specifically,  but not limited to, power and  authority to
sign for us or any of us in our names in the  capacities  stated below,  any and
all amendments (including post-effective amendments) thereto, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing  requisite and necessary to be done in such  connection,  as
fully to all  intents  and  purposes  as we might or could do in person,  hereby
ratifying and  confirming  all that said  attorneys-in-fact  and agents,  or his
substitute  or  substitutes,  may  lawfully  do or  cause  to be done by  virtue
thereof.

    Signature                Title

/S/ Donald Sinkin            Chairman of the Board, Chief Executive
Donald Sinkin                Officer and President (Principal Executive Officer)

/S/ Stephen Frey             Vice President of Operations and Director
Stephen Frey                 Principal Operating Officer)

/S/ Margaret Krumholz        Chief Financial Officer
Margaret Krumholz            (Principal Accounting Officer)

/S/ John Rebecchi            Vice President of Sales and Marketing and
John Rebecchi                Director

/S/ Daniel Levinson          Director
Daniel Levinson

                                                                                
                             Director
Seymour W. Zises             

/S/ Mark L. Friedman         Director
Mark L. Friedman
EXHIBIT 5

                                   May 27, 1997

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

      Re:  Disc Graphics, Inc.
           Registration Statement on Form S-8

Gentlemen:

      Reference is made to the filing by Disc Graphics, Inc. (the "Corporation")
of a  Registration  Statement  on Form  S-8  with the  Securities  and  Exchange
Commission pursuant to the provisions of the Securities Act of 1933, as amended,
covering the registration of 500,000 shares of the  Corporation's  Common Stock,
$.01 par value per share,  in connection with the  Corporation's  1995 Incentive
Stock Option Plan (the "Plan").

      As counsel for the  Corporation,  we have examined its corporate  records,
including its Certificate of Incorporation,  as amended,  By-Laws, its corporate
minutes,  the form of its Common Stock certificate,  the Plan, related documents
under the Plan and such other documents as we have deemed  necessary or relevant
under the circumstances.

      Based upon our examination, we are of the opinion that:

     1. The Corporation is duly organized and validly existing under the laws of
the State of Delaware.

     2. There have been  reserved  for issuance by the Board of Directors of the
Corporation  500,000 shares of its Common Stock,  $.01 par value per share under
the Plan. The shares of the Corporation's  Common Stock, when issued pursuant to
the  Plan,  will  be  validly  authorized,   legally  issued,   fully  paid  and
non-assessable.

     We hereby  consent  to be named in the  Registration  Statement  and in the
Prospectus which  constitutes a part thereof as counsel to the Corporation,  and
we hereby consent to the filing of this opinion as Exhibit 5 to the Registration
Statement.

                                   Very truly yours,

                                   /s/ Blau, Kramer, Wactlar & Lieberman, P.C.
                                   BLAU, KRAMER, WACTLAR &
                                          LIEBERMAN, P. C.
EXHIBIT 23.1

                         Independent Auditors' Consent
                         -----------------------------

The Board of Directors
   and Stockholders
Disc Graphics, Inc.:

We consent to the use of our report dated February 27, 1997 incorporated herein
by reference.

                              /s/ KPMG Peat Marwick LLP
                              KPMG PEAT MARWICK LLP

Jericho, New York
May 27, 1997