SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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                                    FORM 8-A

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

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                       CASDIM INTERNATIONAL SYSTEMS, INC.
             (Exact name of registrant as specified in its charter)



           Colorado                                          83-0288100
(State or other jurisdiction of                           (I.R.S. Employer
incorporation or organization)                           Identification No.)

                                 90 Park Avenue
                            New York, New York 10016
                    (Address of principal executive offices)

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Securities to be registered pursuant to Section 12(b) of the Act:

                                      NONE

Securities to be registered pursuant to Section 12(g) of the Act:

                    Common Stock, par value $.00001 per share
                                (Title of class)



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Item 1.      Description of Registrant's Securities to be Registered

             The  description of the Common Stock,  par value $.00001 per share,
of  Casdim   International   Systems,   Inc.,   a  Colorado   corporation   (the
"Registrant"),  which will be included under the caption "Description of Capital
Stock" in the form of prospectus  hereafter  filed pursuant to Rule 424(b) under
the  Securities  Act of  1933  with  respect  to the  Registrant's  Registration
Statement  on Form  SB-2,  File  Number  333-10287,  is hereby  incorporated  by
reference into this registration statement in answer to this Item.


Item 2.       Exhibits

              NONE.





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                                    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.


                                     CASDIM INTERNATIONAL SYSTEMS, INC.



                                     By:  /s/ Yehuda Shimshon
                                          -------------------------
                                          Yehuda Shimshon,
                                          Chairman of the Board, President & CEO




Date:             August 14, 1996














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