<PAGE>   1
    As filed with the Securities and Exchange Commission on April 2, 1998
                                                 Registration No. 333-__________

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                               ------------------

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

                         FREEDOM SECURITIES CORPORATION
             (Exact name of registrant as specified in its charter)

           DELAWARE                                       04-3335712
(State or other jurisdiction of                           (I.R.S Employer
incorporation or organization)                            Identification Number)

                                ONE BEACON STREET
                                BOSTON, MA 02108
                    (Address of principal executive offices)
                               -------------------


          FREEDOM CAPITAL MANAGEMENT CORPORATION DEFERRED SAVINGS PLAN
    PROFIT-SHARING RETIREMENT PLAN FOR EMPLOYEES OF SUTRO & CO. INCORPORATED
           TUCKER ANTHONY INCORPORATED PROFIT SHARING RETIREMENT PLAN
                            (Full title of the plans)
                               -------------------

                                JOHN H. GOLDSMITH
                             CHIEF EXECUTIVE OFFICER
                                ONE BEACON STREET
                                BOSTON, MA 02108
                                 (617) 725-2000
            (Name, address and telephone number of agent for service)

                                   Copies to:
KEVIN MCKAY, ESQ.                                  HOWARD SCHNEIDER, ESQ.
GENERAL COUNSEL                                    ROSENMAN & COLIN, LLP
FREEDOM SECURITIES CORPORATION                     575 MADISON AVENUE
ONE BEACON STREET                                  NEW YORK, NY  10022
BOSTON, MASSACHUSETTS  02108                       (212) 940-8787
(617) 725-2000
                               -------------------


                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
           ============================================================================================
           Title of                           Proposed maximum      Proposed maximum          Amount of
           securities to      Amount to be    offering price        aggregate offering     registration
           be registered       registered     per share (1)         price (1)                   fee (1)
           ============================================================================================
           <S>                <C>             <C>                   <C>                    <C>
           Common Stock,
           par value $.01
           per share......     3,000,000      $20.00                $60,000,000.00         $17,700              
</TABLE>

In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plans described herein.
================================================================================

(1)      Prior to its Registration Statement which became effective April 1,
         1998, there has been no public market for the Common Stock. The initial
         public offering price of the Common Stock on April 1, 1998 was $20.00
         per share.
<PAGE>   2
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents, or portions thereof, filed by the Company with
the Commission pursuant to the Rule 424(b) under the Securities Act of 1933 are
incorporated by reference in this Registration Statement:

                  a. The Company's Registration Statement on Form S-1
         (Registration No. 333-44931), which became effective on April 1, 1998;
         and

                  b. The information in respect of the Company's common stock,
         $.01 par value (the "Common Stock") under the caption "Description of
         Capital Stock" contained in the Company's Registration Statement on
         Form S-1 (Registration No. 333-44931), which became effective on
         April 1, 1998. 

         All documents subsequently filed by the Company or the Plan pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment hereto indicating that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part of this Registration Statement from the
respective dates of filings of such documents.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Section 145 of the General Corporation Law of the State of Delaware
provides as follows:

         A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorney's
fees), judgements, fines and amounts paid in settlement 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 interest of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and


                                        2
<PAGE>   3
in a manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.

         A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection with the defense or
settlement of such 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 and except that no indemnification shall be made in respect to any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper.

         In addition, pursuant to its Articles of Organization and Bylaws, the
Company shall indemnify its directors and officers against expenses (including
judgments or amounts paid in settlement) incurred in any action, civil or
criminal, to which any such person is a party by reason of any alleged act or
failure to act in his capacity as such, except as to a matter as to which such
director or officer shall have been finally adjudged not to have acted in good
faith in the reasonable belief that his action was in the best interest of the
corporation.

ITEM 8.  EXHIBITS

Exhibit No.      Description


    3.1          Restated Articles of Organization (incorporated by reference to
                 Exhibit 3.1 to the Company's Registration Statement on Form
                 S-1, Registration No. 333-44931, as amended).

    3.2          Bylaws of the Company (incorporated by reference to Exhibit 3.2
                 to the Company's Registration Statement on Form S-1,
                 Registration No. 333-44931, as amended).

    4.1          Form of Common Stock Certificate (incorporated by reference to
                 Exhibit 4.1 to the Company's Registration Statement on Form
                 S-1, Registration


                                        3
<PAGE>   4
                 No. 333-44931, as amended).

   *4.2          Freedom Capital Management Corporation Deferred Savings Plan,
                 as amended.

   *4.3          Profit-Sharing Retirement Plan for Employees of Sutro & Co.
                 Incorporated, as amended.

   *4.4          Tucker Anthony Incorporated Profit Sharing Retirement Plan, as
                 amended.

   *5.1          Opinion of Rosenman & Colin LLP.

   *5.2          Determination Letter of Internal Revenue Service re: Freedom
                 Capital Management Corporation Deferred Savings Plan.

   *5.3          Determination Letter of Internal Revenue Service re
                 Profit-Sharing Retirement Plan for Employees of Sutro & Co.
                 Incorporated.

   *5.4          Determination Letter of Internal Revenue Service re Tucker
                 Anthony Incorporated Profit Sharing Retirement Plan.

   *23.1         Consent of Ernst & Young LLP.

   *23.2         Consent of Rosenman & Colin LLP (included in Exhibit 5.1).

----------------------------------
*   Filed herewith

ITEM 9.  UNDERTAKINGS

         1. The undersigned registrant hereby undertakes (a) to file, during any
period in which offers or sales are being made, a post-effective amendment to
this registration statement to include any material information with respect to
the plan of distribution not previously disclosed in this registration statement
or any material change to such information in this registration statement; (b)
that, for the purpose of determining any liability under the Securities Act of
1933 (the "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; and (c) 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.

         2. The undersigned registrant hereby undertakes that, for purposes of
determining liability under the Act, each filing of the registrant's annual
report pursuant to Section 13(a) or 15(d) of the Exchange Act and each filing of
an employee benefit plan's annual report pursuant to Section 15 (d) of the
Securities


                                        4
<PAGE>   5
Exchange Act that is incorporated by reference in this registration statement
shall be deemed to be a new registration statement relating to the securities
offered herein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.

         3. The undersigned registrant hereby undertakes to deliver or cause to
be delivered with the prospectus, to each person to whom the prospectus is sent
or given, the latest annual report, to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Exchange Act; and, where
interim financial information required to be presented by Article 3 of
Regulation S-X is not set forth in the prospectus, to deliver, or cause to be
delivered to each person to whom the prospectus is sent or given, the latest
quarterly report that is specifically incorporated by reference in the
prospectus to provide such interim financial information.

         4. Insofar as indemnification for liabilities arising under the 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 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.



                                        5
<PAGE>   6
                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the Company
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 Boston, State of Massachusetts, on this 1st day of
April, 1998.

                                       FREEDOM SECURITIES CORPORATION


                                       By:   /s/ John H. Goldsmith
                                          --------------------------
                                               John H. Goldsmith
                                             Chief Executive Officer


         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

/s/ John H. Goldsmith             Chairman, Director           April 1, 1998
-----------------------------     and Chief Executive  
John H. Goldsmith                 Officer as well as   
                                  Chief Executive      
                                  Officer of Tucker    
                                  Anthony and Chairman 
                                  of Sutro (Principal  
                                  Executive Officer)   
                                  

/s/ William C. Dennis, Jr.        Chief Financial              April 1, 1998
-----------------------------     Officer (Principal
William C. Dennis, Jr.            Financial Officer)
                                  


                                  Director                     April  , 1998
-----------------------------
David V. Harkins

/s/ C. Hunter Boll                Director                     April 1, 1998
-----------------------------
C. Hunter Boll

                                  Director                     April  , 1998
-----------------------------
Thomas M. Hagerty

/s/ Seth W. Lawry                 Director                     April 1, 1998
-----------------------------
Seth W. Lawry

/s/ Winston J. Churchill          Director                     April 1, 1998
-----------------------------
Winston J. Churchill

/s/ John F. Luikart               Director                     April 1, 1998
-----------------------------
John F. Luikart

/s/ Robert H. Yevich              Director                     April 1, 1998
-----------------------------
Robert H. Yevich

/s/ Gregory N. Thomas             Director                     April 1, 1998
-----------------------------
Gregory N. Thomas



                                        6
<PAGE>   7
         Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefit plans) have duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Boston, State of
Massachusetts on this 1st day of April, 1998.


                                  Freedom Capital Management Corporation
                                  Deferred Savings Plan

                                  By:  /s/ DEXTER A. DODGE
                                       ---------------------------------
                                       Name: Dexter A. Dodge
                                       Title: Trustee



                                        7
<PAGE>   8
         Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefit plans) have duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of San Francisco, State of
California on this 1st day of April, 1998.


                                  Profit-Sharing Retirement Plan for
                                  Employees of Sutro & Co. Incorporated


                                  By: /s/ WILLIAM J. HEAP
                                      ---------------------------------
                                      Name: William J. Heap
                                      Title: Administrator



                                        8
<PAGE>   9
         Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefit plans) have duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Boston, State of
Massachusetts  on this  1st day of April, 1998.


                                  Tucker Anthony Incorporated Profit
                                  Sharing Retirement Plan


                                  By: /s/ JAMES S. FOSS
                                      ------------------------------
                                      Name: James S. Foss
                                      Title: Trustee



                                       9
<PAGE>   10
                                  EXHIBIT INDEX

Exhibit No.      Description

    3.1          Restated Articles of Organization (incorporated by reference to
                 Exhibit 3.1 to the Company's Registration Statement on Form
                 S-1, Registration No. 333-44931, as amended).

    3.2          Bylaws of the Company (incorporated by reference to Exhibit 3.2
                 to the Company's Registration Statement on Form S-1,
                 Registration No. 333-44931, as amended).

    4.1          Form of Common Stock Certificate (incorporated by reference to
                 Exhibit 4.1 to the Company's Registration Statement on Form
                 S-1, Registration No. 333-44931, as amended).

   *4.2          Freedom Capital Management Corporation Deferred Savings Plan,
                 as amended.

   *4.3          Profit-Sharing Retirement Plan for Employees of Sutro & Co.
                 Incorporated, as amended.

   *4.4          Tucker Anthony Incorporated Profit Sharing Retirement Plan, as
                 amended.

   *5.1          Opinion of Rosenman & Colin LLP.

   *5.2          Determination Letter of Internal Revenue Service re Freedom
                 Capital Management Corporation Deferred Savings Plan

   *5.3          Determination Letter of Internal Revenue Service re
                 Profit-Sharing Retirement Plan for employees of Sutro & Co.
                 Incorporated.

   *5.4          Determination Letter of Internal Revenue Service re Tucker
                 Anthony Incorporated Profit Sharing Retirement Plan.

   *23.1         Consent of Ernst & Young LLP.

   *23.2         Consent of Rosenman & Colin LLP (included in Exhibit 5.1).

----------------------------------
*   Filed herewith
[{"type": "S-8", "sequence": "1", "description": "FREEDOM SECURITIES CORPORATION", "secsgml_size_bytes": 20804}]
{"company-data": {"conformed-name": "FREEDOM SECURITIES CORP /DE/", "cik": "0001029267", "assigned-sic": "6211", "irs-number": "043335712", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-49205", "film-number": "98586130"}, "business-address": {"street1": "ONE BEACON STREET", "street2": "617-227-1050", "city": "BOSTON", "state": "MA", "zip": "02108"}, "mail-address": {"street1": "ONE BEACON STREET", "city": "BOSTON", "state": "MA", "zip": "02108"}, "former-company": {"former-conformed-name": "JHFSC ACQUISITION CORP", "date-changed": "19980123"}}
1
    As filed with the Securities and Exchange Commission on April 2, 1998
                                                 Registration No. 333-__________

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                               ------------------

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

                         FREEDOM SECURITIES CORPORATION
             (Exact name of registrant as specified in its charter)

           DELAWARE                                       04-3335712
(State or other jurisdiction of                           (I.R.S Employer
incorporation or organization)                            Identification Number)

                                ONE BEACON STREET
                                BOSTON, MA 02108
                    (Address of principal executive offices)
                               -------------------

          FREEDOM CAPITAL MANAGEMENT CORPORATION DEFERRED SAVINGS PLAN
    PROFIT-SHARING RETIREMENT PLAN FOR EMPLOYEES OF SUTRO & CO. INCORPORATED
           TUCKER ANTHONY INCORPORATED PROFIT SHARING RETIREMENT PLAN
                            (Full title of the plans)
                               -------------------

                                JOHN H. GOLDSMITH
                             CHIEF EXECUTIVE OFFICER
                                ONE BEACON STREET
                                BOSTON, MA 02108
                                 (617) 725-2000
            (Name, address and telephone number of agent for service)

                                   Copies to:
KEVIN MCKAY, ESQ.                                  HOWARD SCHNEIDER, ESQ.
GENERAL COUNSEL                                    ROSENMAN & COLIN, LLP
FREEDOM SECURITIES CORPORATION                     575 MADISON AVENUE
ONE BEACON STREET                                  NEW YORK, NY  10022
BOSTON, MASSACHUSETTS  02108                       (212) 940-8787
(617) 725-2000
                               -------------------

                         CALCULATION OF REGISTRATION FEE
============================================================================================
           Title of                           Proposed maximum      Proposed maximum          Amount of
           securities to      Amount to be    offering price        aggregate offering     registration
           be registered       registered     per share (1)         price (1)                   fee (1)
           ============================================================================================
Common Stock,
           par value $.01
           per share......     3,000,000      $20.00                $60,000,000.00         $17,700
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plans described herein.
================================================================================

(1)      Prior to its Registration Statement which became effective April 1,
         1998, there has been no public market for the Common Stock. The initial
         public offering price of the Common Stock on April 1, 1998 was $20.00
         per share.
2
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents, or portions thereof, filed by the Company with
the Commission pursuant to the Rule 424(b) under the Securities Act of 1933 are
incorporated by reference in this Registration Statement:

                  a. The Company's Registration Statement on Form S-1
         (Registration No. 333-44931), which became effective on April 1, 1998;
         and

                  b. The information in respect of the Company's common stock,
         $.01 par value (the "Common Stock") under the caption "Description of
         Capital Stock" contained in the Company's Registration Statement on
         Form S-1 (Registration No. 333-44931), which became effective on
         April 1, 1998. 

         All documents subsequently filed by the Company or the Plan pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment hereto indicating that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part of this Registration Statement from the
respective dates of filings of such documents.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Section 145 of the General Corporation Law of the State of Delaware
provides as follows:

         A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorney's
fees), judgements, fines and amounts paid in settlement 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 interest of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and

                                        2
3
in a manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.

         A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection with the defense or
settlement of such 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 and except that no indemnification shall be made in respect to any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper.

         In addition, pursuant to its Articles of Organization and Bylaws, the
Company shall indemnify its directors and officers against expenses (including
judgments or amounts paid in settlement) incurred in any action, civil or
criminal, to which any such person is a party by reason of any alleged act or
failure to act in his capacity as such, except as to a matter as to which such
director or officer shall have been finally adjudged not to have acted in good
faith in the reasonable belief that his action was in the best interest of the
corporation.

ITEM 8.  EXHIBITS

Exhibit No.      Description

    3.1          Restated Articles of Organization (incorporated by reference to
                 Exhibit 3.1 to the Company's Registration Statement on Form
                 S-1, Registration No. 333-44931, as amended).

    3.2          Bylaws of the Company (incorporated by reference to Exhibit 3.2
                 to the Company's Registration Statement on Form S-1,
                 Registration No. 333-44931, as amended).

    4.1          Form of Common Stock Certificate (incorporated by reference to
                 Exhibit 4.1 to the Company's Registration Statement on Form
                 S-1, Registration

                                        3
4
                 No. 333-44931, as amended).

   *4.2          Freedom Capital Management Corporation Deferred Savings Plan,
                 as amended.

   *4.3          Profit-Sharing Retirement Plan for Employees of Sutro & Co.
                 Incorporated, as amended.

   *4.4          Tucker Anthony Incorporated Profit Sharing Retirement Plan, as
                 amended.

   *5.1          Opinion of Rosenman & Colin LLP.

   *5.2          Determination Letter of Internal Revenue Service re: Freedom
                 Capital Management Corporation Deferred Savings Plan.

   *5.3          Determination Letter of Internal Revenue Service re
                 Profit-Sharing Retirement Plan for Employees of Sutro & Co.
                 Incorporated.

   *5.4          Determination Letter of Internal Revenue Service re Tucker
                 Anthony Incorporated Profit Sharing Retirement Plan.

   *23.1         Consent of Ernst & Young LLP.

   *23.2         Consent of Rosenman & Colin LLP (included in Exhibit 5.1).

----------------------------------
*   Filed herewith

ITEM 9.  UNDERTAKINGS

         1. The undersigned registrant hereby undertakes (a) to file, during any
period in which offers or sales are being made, a post-effective amendment to
this registration statement to include any material information with respect to
the plan of distribution not previously disclosed in this registration statement
or any material change to such information in this registration statement; (b)
that, for the purpose of determining any liability under the Securities Act of
1933 (the "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; and (c) 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.

         2. The undersigned registrant hereby undertakes that, for purposes of
determining liability under the Act, each filing of the registrant's annual
report pursuant to Section 13(a) or 15(d) of the Exchange Act and each filing of
an employee benefit plan's annual report pursuant to Section 15 (d) of the
Securities

                                        4
5
Exchange Act that is incorporated by reference in this registration statement
shall be deemed to be a new registration statement relating to the securities
offered herein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.

         3. The undersigned registrant hereby undertakes to deliver or cause to
be delivered with the prospectus, to each person to whom the prospectus is sent
or given, the latest annual report, to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Exchange Act; and, where
interim financial information required to be presented by Article 3 of
Regulation S-X is not set forth in the prospectus, to deliver, or cause to be
delivered to each person to whom the prospectus is sent or given, the latest
quarterly report that is specifically incorporated by reference in the
prospectus to provide such interim financial information.

         4. Insofar as indemnification for liabilities arising under the 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 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.

                                        5
6
                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the Company
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 Boston, State of Massachusetts, on this 1st day of
April, 1998.

                                       FREEDOM SECURITIES CORPORATION

                                       By:   /s/ John H. Goldsmith
                                          --------------------------
                                               John H. Goldsmith
                                             Chief Executive Officer

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

/s/ John H. Goldsmith             Chairman, Director           April 1, 1998
-----------------------------     and Chief Executive  
John H. Goldsmith                 Officer as well as   
                                  Chief Executive      
                                  Officer of Tucker    
                                  Anthony and Chairman 
                                  of Sutro (Principal  
                                  Executive Officer)   
                                  

/s/ William C. Dennis, Jr.        Chief Financial              April 1, 1998
-----------------------------     Officer (Principal
William C. Dennis, Jr.            Financial Officer)
                                  

                                  Director                     April  , 1998
-----------------------------
David V. Harkins

/s/ C. Hunter Boll                Director                     April 1, 1998
-----------------------------
C. Hunter Boll

                                  Director                     April  , 1998
-----------------------------
Thomas M. Hagerty

/s/ Seth W. Lawry                 Director                     April 1, 1998
-----------------------------
Seth W. Lawry

/s/ Winston J. Churchill          Director                     April 1, 1998
-----------------------------
Winston J. Churchill

/s/ John F. Luikart               Director                     April 1, 1998
-----------------------------
John F. Luikart

/s/ Robert H. Yevich              Director                     April 1, 1998
-----------------------------
Robert H. Yevich

/s/ Gregory N. Thomas             Director                     April 1, 1998
-----------------------------
Gregory N. Thomas

                                        6
7
         Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefit plans) have duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Boston, State of
Massachusetts on this 1st day of April, 1998.

                                  Freedom Capital Management Corporation
                                  Deferred Savings Plan

                                  By:  /s/ DEXTER A. DODGE
                                       ---------------------------------
                                       Name: Dexter A. Dodge
                                       Title: Trustee

                                        7
8
         Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefit plans) have duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of San Francisco, State of
California on this 1st day of April, 1998.

                                  Profit-Sharing Retirement Plan for
                                  Employees of Sutro & Co. Incorporated

                                  By: /s/ WILLIAM J. HEAP
                                      ---------------------------------
                                      Name: William J. Heap
                                      Title: Administrator

                                        8
9
         Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefit plans) have duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Boston, State of
Massachusetts  on this  1st day of April, 1998.

                                  Tucker Anthony Incorporated Profit
                                  Sharing Retirement Plan

                                  By: /s/ JAMES S. FOSS
                                      ------------------------------
                                      Name: James S. Foss
                                      Title: Trustee

                                       9
10
                                  EXHIBIT INDEX

Exhibit No.      Description

    3.1          Restated Articles of Organization (incorporated by reference to
                 Exhibit 3.1 to the Company's Registration Statement on Form
                 S-1, Registration No. 333-44931, as amended).

    3.2          Bylaws of the Company (incorporated by reference to Exhibit 3.2
                 to the Company's Registration Statement on Form S-1,
                 Registration No. 333-44931, as amended).

    4.1          Form of Common Stock Certificate (incorporated by reference to
                 Exhibit 4.1 to the Company's Registration Statement on Form
                 S-1, Registration No. 333-44931, as amended).

   *4.2          Freedom Capital Management Corporation Deferred Savings Plan,
                 as amended.

   *4.3          Profit-Sharing Retirement Plan for Employees of Sutro & Co.
                 Incorporated, as amended.

   *4.4          Tucker Anthony Incorporated Profit Sharing Retirement Plan, as
                 amended.

   *5.1          Opinion of Rosenman & Colin LLP.

   *5.2          Determination Letter of Internal Revenue Service re Freedom
                 Capital Management Corporation Deferred Savings Plan

   *5.3          Determination Letter of Internal Revenue Service re
                 Profit-Sharing Retirement Plan for employees of Sutro & Co.
                 Incorporated.

   *5.4          Determination Letter of Internal Revenue Service re Tucker
                 Anthony Incorporated Profit Sharing Retirement Plan.

   *23.1         Consent of Ernst & Young LLP.

   *23.2         Consent of Rosenman & Colin LLP (included in Exhibit 5.1).

----------------------------------
*   Filed herewith