Exhibit 4.8
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                         AMENDMENT NO. 1
                               TO
           TOUCHSTONE APPLIED SCIENCE ASSOCIATES, INC.
                 SECURITIES PURCHASE AGREEMENT

               AMENDMENT NO. 1, dated as of March 8, 1999 (the
"Amendment"), to the SECURITIES PURCHASE AGREEMENT, dated as of
September 4, 1998 (the "Original Agreement"), is entered into by
and among TOUCHSTONE APPLIED SCIENCE ASSOCIATES, INC., a Delaware
corporation (the "Company"), CAHILL, WARNOCK STRATEGIC PARTNERS
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FUND, L.P., a limited partnership organized under the laws of the
State of Delaware, and STRATEGIC ASSOCIATES, L.P., a limited
partnership organized under the laws of the State of Delaware
(each a "Purchaser" and collectively the "Purchasers").
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                       W I T N E S S E T H:

               WHEREAS, pursuant to the Original Agreement,
Company issued and sold, and the Purchasers purchased from the
Company, severally and in the amounts set forth in the Original
Agreement, debentures and warrants of the Company and, upon
exercise of the Company Put Option (as defined in the Original
Agreement), shares of the Company's common stock, par value
$.0001 per share;

               WHEREAS, pursuant to its Marketplace Rules, The
Nasdaq Stock Market has requested that the parties make certain
amendments to the Original Agreement;

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

               1.   Definitions.  Except as otherwise defined
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herein, all capitalized terms used herein shall have the same
respective meanings as in the Original Agreement.

               2.   Amendment to Section 2.2.  Section 2.2(b) of
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the Original Agreement  is hereby amended by inserting a new
clause (iv) as follows:

               "(iv)     Notwithstanding the foregoing and any
          provisions of the Warrants to the contrary, the
          Purchasers hereby agree that they will not exercise
          Warrants to purchase an aggregate number of shares of
          Common Stock in excess of 19.9% of the Company's
          outstanding shares on October 28, 1998 (i.e.., 19.9% of
          8,567,222 shares = 1,704,877 shares) until a majority
          of the stockholders of the Company attending a duly
          called and held meeting of the stockholders shall have
          approved such exercise of Warrants in excess of 19.9%
          of the Company's outstanding shares on October 28,
          1998."

               3.   Amendment to Section 8.  Section 8 of the
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Original Agreement is hereby amended by inserting a new Section
8.10 as follows:

               "8.10     Stockholders Meeting.  The Company shall
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          submit to its stockholders for approval at the next
          annual meeting of the stockholders of the Company, or
          if earlier, the next special meeting of the
          stockholders of the Company, a resolution approving the
          sale to the Purchasers of Common Stock of the Company
          constituting in excess of 19.9% of the outstanding
          Common Stock of the Company on October 28, 1998 and
          approving the Company's exercise of the Company Put
          Option."

               4.   Amendment to Section 9.1.  Section 9.1 of the
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Original Agreement is herby amended by inserting the following at
the end thereof:

          "Notwithstanding the foregoing, the Company will not
          exercise the Company Put Option until a majority of the
          stockholders of the Company attending a duly called and
          held meeting of the stockholders shall have approved
          such exercise of the Company Put Option."

               5.   No Other Amendments.  Except as modified by
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this Amendment, the Original Agreement shall continue in full
force and effect.

               6.   Choice of Law.  This Amendment shall be
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governed by, and construed in accordance with, the laws of the
State of New York, without regard to principles of conflict of
laws.

               7.   Counterparts.  This Amendment may be executed
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in any number of counterparts and by different parties hereto in
separate counterparts, with the same effect as if all parties had
signed the same document.  All such counterparts shall be deemed
an original, shall be construed together and shall constitute one
and the same instrument.

               IN WITNESS WHEREOF, the Company and the Purchasers
have caused this Agreement to be executed effective as of the
date first above written.

THE COMPANY:

                         TOUCHSTONE APPLIED SCIENCE ASSOCIATES, INC.

                         By:    /s/ ANDREW L. SIMON
                            ----------------------------------------
                             Name:  Andrew L. Simon
                             Title: President and Chief Executive Officer
PURCHASERS:

                         CAHILL, WARNOCK STRATEGIC PARTNERS FUND, L.P.
                         By:  CAHILL WARNOCK STRATEGIC PARTNERS, L.P., its
                              General Partner

                         By:   /s/ DAVID L. WARNOCK
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                             Name:  David L. Warnock
                             Title: a General Partner

                         STRATEGIC ASSOCIATES, L.P.
                         By:  CAHILL, WARNOCK & COMPANY, LLC, its
                              General Partner

                         By:  /s/ DAVID L. WARNOCK
                            -----------------------------------------
                             Name:  David L. Warnock
                             Title: Managing Member