CLEARVIEW CINEMA GROUP INC
8-A12B, 1997-07-16
MOTION PICTURE THEATERS
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                      SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC 20549
                               ----------------

                                   FORM 8-A

               FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                   PURSUANT TO SECTION 12(B) OR 12(G) OF THE
                        SECURITIES EXCHANGE ACT OF 1934


                         CLEARVIEW CINEMA GROUP, INC.
            (Exact name of registrant as specified in its charter)

              DELAWARE                                 22-3338356
(State of incorporation or organization)            (I.R.S. employer
                                                   identification no.)

           7 WAVERLY PLACE
         MADISON, NEW JERSEY                              07940
(Address of principal executive offices)               (Zip code)

      If this form relates to the            If this form relates to the
      registration of a class of debt        registration of a class of debt
      securities and is effective upon       securities and is to become
      filing pursuant to General             effective simultaneously with
      Instruction A(c)(1) please check       the effectiveness of a
      the following box.   o                 concurrent registration
                                             statement under the Securities
                                             Act of 1933 pursuant to General
                                             Instruction A(c)(2) please check
                                             the following box.   o


SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:

         TITLE OF EACH CLASS                    NAME OF EACH EXCHANGE ON
         TO BE SO REGISTERED              WHICH EACH CLASS IS TO BE REGISTERED

    Common Stock, $.01 par value                  American Stock Exchange
  --------------------------------           -----------------------------------

 ---------------------------------           -----------------------------------


SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:


                                      None
                                (TITLE OF CLASS)



                              Page 1 of 4 pages.  
                        Exhibit index appears on page 4.
                       

<PAGE>



                INFORMATION REQUIRED IN REGISTRATION STATEMENT


ITEM 1.     DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.

          This  Registration  Statement  relates to the Common  Stock,  $.01 par
value (the "Common  Stock"),  to be issued by Clearview  Cinema  Group,  Inc., a
Delaware  corporation (the "Company").  The information  required in response to
this Item with  respect  to the  Common  Stock is set  forth  under the  caption
"Description  of Capital Stock" on pages 36 to 39 of the form of prospectus that
is a part of the  Company's  Registration  Statement  on  Form  SB-2,  File  No.
333-27819  (the "SB-2  Registration  Statement"),  filed with the Securities and
Exchange  Commission on May 27, 1997, which  information is hereby  incorporated
herein by reference in its entirety.


ITEM 2.     EXHIBITS.

          The following exhibits will be filed by means of an amendment hereto.


     EXHIBIT                   DESCRIPTION

      A     Specimen  Certificate  for the Common  Stock,  $.01 par value,  of
            Clearview Cinema Group, Inc.

      B     Amended and Restated  Certificate  of  Incorporation  of Clearview
            Cinema Group, Inc.

      C     Amended and Restated By-laws of Clearview Cinema Group, Inc.


                                       2

<PAGE>


                                   SIGNATURE


          Pursuant to the requirements of Section 12 of the Securities  Exchange
Act of 1934, the registrant  has duly caused this  registration  statement to be
signed on its behalf by the undersigned, thereto duly authorized.



                                      CLEARVIEW CINEMA GROUP, INC.
 


                                      By:   /s/ A. Dale Mayo
                                            ----------------------------
                                            A. Dale Mayo
                                            Chairman of the Board, President
                                              and Chief Executive Officer






Date:  July 16, 1997

                                       3

<PAGE>


                                 EXHIBIT INDEX


                                                              METHOD OF
EXHIBIT                   DESCRIPTION                          FILING

   A       Specimen  Certificate  for  the  Common     To be filed by amendment
           Stock,  $.01 par  value,  of  Clearview
           Cinema Group, Inc.

   B       Amended  and  Restated  Certificate  of     To be filed by amendment
           Incorporation   of   Clearview   Cinema
           Group, Inc.

   C       Amended and Restated By-laws of             To be filed by amendment
           Clearview Cinema Group, Inc.
           



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