POS AM

 
      As Filed with the Securities and Exchange Commission July 23, 1996

                                                       Registration No. 333-4163
 
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

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

                        POST-EFFECTIVE AMENDMENT NO. 1
                                   Form S-2

                            REGISTRATION STATEMENT

                                     Under

                          THE SECURITIES ACT OF 1933


                           GATEWAY INDUSTRIES, INC.
                           ------------------------
              (Exact name of registrant as specified in charter)

        Delaware                                      33-0637631
- ------------------------------          ------------------------------------
(State or other                         (I.R.S. Employer Identification No.)
jurisdiction
of incorporation organization)

c/o Marsel Mirror & Glass               Robert W. Forman, Esq.
Products, Inc.                          Greenberger & Forman
101-01 Foster Avenue                    1370 Avenue of the Americas
Brooklyn, NY 11236                      New York, NY 10019
(718) 272-9700                          (212) 757-4001
- ------------------------------          ------------------------------------

(Address, including zip code,           (Name, address, including zip
and telephone number,                   code, and telephone number, including 
including area code,                    area code, of agent for service)
of registrant's principal
executive office)

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As soon as 
practicable after the Registration Statement becomes effective.

        If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act 
of 1933, other than securities offered only in connection with dividend or 
interest reinvestment plans, check the following box. [x]

        If the registrant elects to deliver its latest annual report to 
security holders, or a complete and legible facsimile thereof, pursuant to Item 
11(a)(1), check the following box. [ ]


        CALCULATION OF REGISTRATION FEE

                                                  Proposed 
Title of each                     Proposed        maximum
class of            Amount        maximum         aggregate       Amount of
securities to       to be         offering price  offering        registration
be registered       registered    per share       price           fee
                                
Common Stock,                   
$.001 par value.    3,105,039     $2.75           $8,549,846      $2,941.00*

- ------------
*Previously Paid


 
Item 16. Exhibits.

        99.4.A          Amendment to Subscription Agency Agreement.

 
                                  SIGNATURES

        Pursuant to the requirements of Section 13 or 15(d) of the Securities 
Exchange Act of 1933, the registrant has duly caused this annual report to be 
signed on its behalf by the undersigned, thereunto duly authorized.

                               GATEWAY INDUSTRIES, INC.
                               
Date: July 19, 1996            By: /s/ Jack Howard
                                  -----------------------------
                                  Jack Howard, Acting President
                               
                               
Date: July 19, 1996            By: /s/ Warren Lichtenstein
                                  -----------------------------
                                  Warren Lichtenstein
                                  Chairman of the Board and
                                  Principal Financial and Accounting Officer 
                               
        Pursuant to the requirements of the Securities Act of 1933, this 
Registration Statement has been signed below by the following persons on behalf 
of the registrant and in the capacities and on the dates indicated.

Date: July 19, 1996                /s/ Jack Howard
                                  -----------------------------
                                  Jack Howard
                                  Acting President and Director


Date: July 19, 1996                /s/ Warren Lichtenstein
                                  -----------------------------
                                  Warren Lichtenstein, Director

EX-99.4

 
                                                                   EXHIBIT 99.4A


          AMENDMENT TO SUBSCRIPTION AGENCY AGREEMENT dated as July 1, 1996 by
and between Gateway Industries, Inc., a Delaware corporation (the "Company")
and American Stock Transfer & Trust Company, as Subscription Agent (the
"Subscription Agent").

          WHEREAS, the Company's Registration Statement on form S-2
(Registration No. 333-4163) under the Securities Act of 1933, as amended (the
"Act"), relating to a proposed distribution by the Company to holders of records
of shares of its Common Stock, $.001 par value (the "Common Stock"), as of the
close of business on June 27, 1996 (the "Record Date"), of transferable
subscription rights (the "Rights") to purchase additional shares of its Common
Stock (the "Basic Subscription Privilege") at a price of $3.25 per share (the
"Subscription Price") was declared effective by the Securities and Exchange
Commission (the "Commission") on July 3, 1996.

          WHEREAS, the Company has decided to reduce the Subscription Price to
$2.75 per share.

          NOW THEREFORE, in consideration of the premises and the mutual
agreements herein set forth, the parties hereto hereby agree as follows:

          1.  All references in the Subscription Agency Agreement to the
Subscription Price shall be deemed to refer to $2.75 per share and all
subscriptions heretofore or hereafter received by the Subscription Agent shall
be deemed to be at a subscription price of $2.75 per share.  The Subscription
Agent shall return any excess funds received by it from holders subscribing for
shares pursuant to Rights at $3.25 per share, as promptly as is practical after
the Expiration Date.

            2.  Except as amended hereby, all other terms and conditions of the
Agreement shall remain in full force and effect.

            IN WITNESS WHEREOF, each of the parties hereto caused the Amendment
to be duly executed as of July 19, 1996.


                            GATEWAY INDUSTRIES, INC.

                            By:_____________________________
                               Jack Howard
                               Acting President

                            AMERICAN STOCK TRANSFER & TRUST COMPANY

                            By:____________________________

                            Title:___________________________