As filed with the Securities and Exchange Commission on October 22, 1996
                                                 Registration No. 333-__________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549

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

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

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

                                TALX CORPORATION
               (Exact name of issuer as specified in its charter)

                                    Missouri
         (State or other jurisdiction of incorporation or organization)

                                   43-0988805
                    (Federal Employer Identification Number)

                                1850 Borman Court
                            St. Louis, Missouri 63146
                    (Address of principal executive offices)

                                TALX CORPORATION
                        1988 INCENTIVE STOCK OPTION PLAN
                            (Full title of the Plan)

                               William W. Canfield
                             Chairman, President and
                             Chief Executive Officer
                                TALX Corporation
                                1850 Borman Court
                            St. Louis, Missouri 63146
                     (Name and Address of Agent for Service)

                                 (314) 434-0046
          (Telephone number, including area code, of Agent for Service)
<TABLE>
                                           CALCULATION OF REGISTRATION FEE
====================================================================================================================
<CAPTION>
                                                              Proposed           Proposed
               Title of                                        Maximum           Maximum
              Securities                     Amount           Offering          Aggregate            Amount of
                to be                         to be           Price Per          Offering          Registration
              Registered                   Registered         Share (1)         Price (1)               Fee
--------------------------------------- ------------------ ---------------- ------------------- --------------------
<C>                                     <C>                <C>              <C>                 <C>

Common Stock, $.01 par value (2)             105,144            $3.75            $394,290              $119
======================================= ================== ================ =================== ====================
<FN>

(1) Calculated pursuant to Rule 457(h) under the Securities Act of 1933. The proposed maximum offering price per
    share represents the weighted average exercise price of the currently outstanding options under the 1988
    Incentive Stock Option Plan.

(2) This Registration Statement also covers such additional shares of Common Stock as may be issuable pursuant to
    antidilution provisions.

</TABLE>
================================================================================
<PAGE>
                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     The following documents filed with the Securities and Exchange Commission
(the "Commission"), are incorporated herein by reference as of their respective
dates of filing:

          (a) Registration Statement on Form S-1, as amended (No. 333-10969),
     which contains audited consolidated financial statements for the fiscal 
     year ended March 31, 1996, and unaudited consolidated financial statements
     for the three months ended June 30, 1996; and

          (b) The description of the registrant's common stock which is
     contained in the Registration Statement on Form 8-A (No. 000-21465) dated
     and filed on October 2, 1996.

     All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
("Exchange Act"), prior to the filing of a post-effective amendment which
indicates that all Common Stock offered hereunder has been sold or which
deregisters all Common Stock then remaining unsold hereunder, shall be deemed to
be incorporated by reference herein and to be a part hereof from the date of the
filing of such documents.

     Any statement contained herein or in a document incorporated or deemed to
be incorporated herein by reference shall be deemed to be modified or suspended
for purposes of this Registration Statement to the extent that a statement
contained in any other subsequently filed document which also is or is deemed to
be incorporated by reference herein modifies or supersedes such statement.


Item 4. Description of Securities.

     The securities to be offered are registered under Section 12 of the
Exchange Act.


Item 5. Interests of Named Experts and Counsel.

     As of October 16, 1996, Walter L. Metcalfe, Jr., a partner of Bryan Cave
LLP, beneficially owned 199,987 shares of Common Stock and is Assistant
Secretary of the Company and its subsidiaries.


Item 6. Indemnification of Directors and Officers

     Section 351.355(1) of the Revised Statutes of Missouri provides that a
corporation may indemnify a director, officer, employee or agent of the
corporation in any action, suit or proceeding other than an action by or in the
right of the corporation, against expenses (including attorney's fees),
judgments, fines and settlement amounts actually and reasonably incurred by him
in connection with such action, suit or proceeding 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 corporation and, with respect to any criminal action, had no reasonable
cause to believe his conduct was unlawful.

     Section 351.355(2) provides that the corporation may indemnify any such
person in any action or suit by or in the right of the corporation against
expenses (including attorney's fees) and settlement amounts actually and
reasonably incurred by him in connection with the defense or settlement of the
action or 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 corporation, except that he
may not be indemnified in respect of any matter in which he has been adjudged
liable for negligence or misconduct in the performance of his duty to the
corporation, unless authorized by the court.

     Section 351.355(3) provides that a corporation shall indemnify any such
person against expenses (including attorney's fees) actually and reasonably
incurred by him in connection with the action, suit or proceeding if he has been
successful in defense of such action, suit or proceeding, and if such action,
suit or proceeding is one for which the corporation may indemnify him under
Section 351.355(1) or (2). Section 351.355(7) provides that a corporation shall
have the power to give any further indemnity to any such person, in addition to
the indemnity otherwise authorized under Section 351.355, provided such further
indemnity is either (i) authorized, directed or provided for in the articles of
incorporation of the corporation or any duly adopted amendment thereof or (ii)
is authorized, directed or provided for in any by-law or agreement of the
corporation which has been adopted by a vote of the shareholders of the
corporation, provided that no such indemnity shall indemnify any person from or
on account of such person's conduct which was finally adjudged to have been
knowingly fraudulent, deliberately dishonest or willful misconduct.

                                      II-2
<PAGE>

     The Restated Articles of Incorporation of the Company contain provisions
indemnifying its directors and officers to the extent authorized specifically by
Sections 351.355(1), (2), (3) and (7).


Item 7. Exemption from Registration Claimed.

     Not applicable.


Item 8. Exhibits.

     Reference is made to the Exhibit Index.


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, as amended (the "Securities Act");

               (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)(1)(i) and (a)(1)(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 Exchange Act
          that are incorporated by reference in the registration statement.

          (2) That, for the purpose of determining any liability under the
     Securities Act, 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, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) 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 that time shall be deemed to be the initial bona fide offering
thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act 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 public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                      II-3
<PAGE>
                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended
("Securities Act"), the registrant certifies that it has reasonable grounds to
believe that it meets all of the 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 the City of St. Louis, State of
Missouri, on the 22nd day of October, 1996.

                                        TALX CORPORATION

                                        By: /s/ William W. Canfield
                                            ------------------------------------
                                            William W. Canfield
                                            Chairman, President
                                            and Chief Executive Officer


     Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated:

          Name                            Title                       Date
-----------------------  -------------------------------------  ----------------

/s/ William W. Canfield
-----------------------  Chairman, President, Chief Executive   October 22, 1996
William W. Canfield      Officer and Director (Principal
                         Executive Officer)

/s/ Richard F. Ford
-----------------------  Director                               October 22, 1996
Richard F. Ford

/s/ Craig E. LaBarge
-----------------------  Director                               October 22, 1996
Craig E. LaBarge

/s/ Eugene M. Toombs
-----------------------  Director                               October 22, 1996
Eugene M. Toombs

/s/ M. Steve Yoakum
-----------------------  Director                               October 22, 1996
M. Steve Yoakum

/s/ Craig N. Cohen
-----------------------  Chief Financial Officer (Principal     October 22, 1996
Craig N. Cohen           Financial Officer and Principal 
                         Accounting Officer

                                      II-4
<PAGE>
                                  EXHIBIT INDEX


Exhibit Number                            Description
--------------  ----------------------------------------------------------------

4.1             TALX Corporation 1988 Incentive Stock Option Plan (incorporated
                by reference to Exhibit 10.1 to the Form S-1, as amended
                (No. 333-10969))

4.2             Restated Articles of Incorporation of the Company (incorporated
                by reference to Exhibit 3.1 to the Company's registration
                Statement on Form S-1, as amended (No. 333-10969))

4.3             Bylaws of the Company (incorporated by reference to Exhibit 3.3
                to the Company's Registration Statement on Form S-1, as amended
                (No. 333-10969))

5.1             Opinion of Bryan Cave LLP

23.1            Consent of Bryan Cave LLP (Included in Exhibit 5.1)

23.2            Consent of KPMG Peat Marwick LLP

                                      II-5
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 16081}]
{"company-data": {"conformed-name": "TALX CORP", "cik": "0000917524", "assigned-sic": "7373", "irs-number": "430988805", "state-of-incorporation": "MO", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-14619", "film-number": "96646362"}, "business-address": {"street1": "1850 BORMAN CT", "city": "ST LOUIS", "state": "MO", "zip": "63146", "phone": "3144340046"}, "mail-address": {"street1": "1850 BORMAN COURT", "city": "ST LOUIS", "state": "MO", "zip": "63146"}}
As filed with the Securities and Exchange Commission on October 22, 1996
                                                 Registration No. 333-__________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549

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

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

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

                                TALX CORPORATION
               (Exact name of issuer as specified in its charter)

                                    Missouri
         (State or other jurisdiction of incorporation or organization)

                                   43-0988805
                    (Federal Employer Identification Number)

                                1850 Borman Court
                            St. Louis, Missouri 63146
                    (Address of principal executive offices)

                                TALX CORPORATION
                        1988 INCENTIVE STOCK OPTION PLAN
                            (Full title of the Plan)

                               William W. Canfield
                             Chairman, President and
                             Chief Executive Officer
                                TALX Corporation
                                1850 Borman Court
                            St. Louis, Missouri 63146
                     (Name and Address of Agent for Service)

                                 (314) 434-0046
          (Telephone number, including area code, of Agent for Service)

                                           CALCULATION OF REGISTRATION FEE
====================================================================================================================
Proposed           Proposed
               Title of                                        Maximum           Maximum
              Securities                     Amount           Offering          Aggregate            Amount of
                to be                         to be           Price Per          Offering          Registration
              Registered                   Registered         Share (1)         Price (1)               Fee
--------------------------------------- ------------------ ---------------- ------------------- --------------------
Common Stock, $.01 par value (2)             105,144            $3.75            $394,290              $119
======================================= ================== ================ =================== ====================
(1) Calculated pursuant to Rule 457(h) under the Securities Act of 1933. The proposed maximum offering price per
    share represents the weighted average exercise price of the currently outstanding options under the 1988
    Incentive Stock Option Plan.

(2) This Registration Statement also covers such additional shares of Common Stock as may be issuable pursuant to
    antidilution provisions.
================================================================================
PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     The following documents filed with the Securities and Exchange Commission
(the "Commission"), are incorporated herein by reference as of their respective
dates of filing:

          (a) Registration Statement on Form S-1, as amended (No. 333-10969),
     which contains audited consolidated financial statements for the fiscal 
     year ended March 31, 1996, and unaudited consolidated financial statements
     for the three months ended June 30, 1996; and

          (b) The description of the registrant's common stock which is
     contained in the Registration Statement on Form 8-A (No. 000-21465) dated
     and filed on October 2, 1996.

     All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
("Exchange Act"), prior to the filing of a post-effective amendment which
indicates that all Common Stock offered hereunder has been sold or which
deregisters all Common Stock then remaining unsold hereunder, shall be deemed to
be incorporated by reference herein and to be a part hereof from the date of the
filing of such documents.

     Any statement contained herein or in a document incorporated or deemed to
be incorporated herein by reference shall be deemed to be modified or suspended
for purposes of this Registration Statement to the extent that a statement
contained in any other subsequently filed document which also is or is deemed to
be incorporated by reference herein modifies or supersedes such statement.

Item 4. Description of Securities.

     The securities to be offered are registered under Section 12 of the
Exchange Act.

Item 5. Interests of Named Experts and Counsel.

     As of October 16, 1996, Walter L. Metcalfe, Jr., a partner of Bryan Cave
LLP, beneficially owned 199,987 shares of Common Stock and is Assistant
Secretary of the Company and its subsidiaries.

Item 6. Indemnification of Directors and Officers

     Section 351.355(1) of the Revised Statutes of Missouri provides that a
corporation may indemnify a director, officer, employee or agent of the
corporation in any action, suit or proceeding other than an action by or in the
right of the corporation, against expenses (including attorney's fees),
judgments, fines and settlement amounts actually and reasonably incurred by him
in connection with such action, suit or proceeding 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 corporation and, with respect to any criminal action, had no reasonable
cause to believe his conduct was unlawful.

     Section 351.355(2) provides that the corporation may indemnify any such
person in any action or suit by or in the right of the corporation against
expenses (including attorney's fees) and settlement amounts actually and
reasonably incurred by him in connection with the defense or settlement of the
action or 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 corporation, except that he
may not be indemnified in respect of any matter in which he has been adjudged
liable for negligence or misconduct in the performance of his duty to the
corporation, unless authorized by the court.

     Section 351.355(3) provides that a corporation shall indemnify any such
person against expenses (including attorney's fees) actually and reasonably
incurred by him in connection with the action, suit or proceeding if he has been
successful in defense of such action, suit or proceeding, and if such action,
suit or proceeding is one for which the corporation may indemnify him under
Section 351.355(1) or (2). Section 351.355(7) provides that a corporation shall
have the power to give any further indemnity to any such person, in addition to
the indemnity otherwise authorized under Section 351.355, provided such further
indemnity is either (i) authorized, directed or provided for in the articles of
incorporation of the corporation or any duly adopted amendment thereof or (ii)
is authorized, directed or provided for in any by-law or agreement of the
corporation which has been adopted by a vote of the shareholders of the
corporation, provided that no such indemnity shall indemnify any person from or
on account of such person's conduct which was finally adjudged to have been
knowingly fraudulent, deliberately dishonest or willful misconduct.

                                      II-2
The Restated Articles of Incorporation of the Company contain provisions
indemnifying its directors and officers to the extent authorized specifically by
Sections 351.355(1), (2), (3) and (7).

Item 7. Exemption from Registration Claimed.

     Not applicable.

Item 8. Exhibits.

     Reference is made to the Exhibit Index.

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, as amended (the "Securities Act");

               (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)(1)(i) and (a)(1)(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 Exchange Act
          that are incorporated by reference in the registration statement.

          (2) That, for the purpose of determining any liability under the
     Securities Act, 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, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) 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 that time shall be deemed to be the initial bona fide offering
thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act 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 public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                      II-3
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended
("Securities Act"), the registrant certifies that it has reasonable grounds to
believe that it meets all of the 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 the City of St. Louis, State of
Missouri, on the 22nd day of October, 1996.

                                        TALX CORPORATION

                                        By: /s/ William W. Canfield
                                            ------------------------------------
                                            William W. Canfield
                                            Chairman, President
                                            and Chief Executive Officer

     Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated:

          Name                            Title                       Date
-----------------------  -------------------------------------  ----------------

/s/ William W. Canfield
-----------------------  Chairman, President, Chief Executive   October 22, 1996
William W. Canfield      Officer and Director (Principal
                         Executive Officer)

/s/ Richard F. Ford
-----------------------  Director                               October 22, 1996
Richard F. Ford

/s/ Craig E. LaBarge
-----------------------  Director                               October 22, 1996
Craig E. LaBarge

/s/ Eugene M. Toombs
-----------------------  Director                               October 22, 1996
Eugene M. Toombs

/s/ M. Steve Yoakum
-----------------------  Director                               October 22, 1996
M. Steve Yoakum

/s/ Craig N. Cohen
-----------------------  Chief Financial Officer (Principal     October 22, 1996
Craig N. Cohen           Financial Officer and Principal 
                         Accounting Officer

                                      II-4
EXHIBIT INDEX

Exhibit Number                            Description
--------------  ----------------------------------------------------------------

4.1             TALX Corporation 1988 Incentive Stock Option Plan (incorporated
                by reference to Exhibit 10.1 to the Form S-1, as amended
                (No. 333-10969))

4.2             Restated Articles of Incorporation of the Company (incorporated
                by reference to Exhibit 3.1 to the Company's registration
                Statement on Form S-1, as amended (No. 333-10969))

4.3             Bylaws of the Company (incorporated by reference to Exhibit 3.3
                to the Company's Registration Statement on Form S-1, as amended
                (No. 333-10969))

5.1             Opinion of Bryan Cave LLP

23.1            Consent of Bryan Cave LLP (Included in Exhibit 5.1)

23.2            Consent of KPMG Peat Marwick LLP

                                      II-5