<PAGE>
 
As filed with the Securities and Exchange Commission on May 7, 1996
                                                      Registration No. 333-
================================================================================

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

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

                           DecisionOne Holdings Corp.
               (Exact name of issuer as specified in its charter)

            Delaware                                     13-3435409            
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

                            50 East Swedesford Road
                           Frazer, Pennsylvania 19355
                                 (610) 296-6000
          (Address of Principal Executive Offices, including Zip Code)

                STOCK OPTION AND RESTRICTED STOCK PURCHASE PLAN
                            (Full title of the plan)

                               THOMAS M. MOLCHAN
                    General Counsel and Corporate Secretary
                           DecisionOne Holdings Corp.
                            50 East Swedesford Road
                           Frazer, Pennsylvania 19355
                    (Name and address of agent for service)
                                 (610) 296-6000
         (Telephone number, including area code, of agent for service)
                            -----------------------

                                   Copies to:

                                 DAVID R. KING
                          Morgan, Lewis & Bockius LLP
                             2000 One Logan Square
                             Philadelphia, PA 19103
                                 (215) 963-5000

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
======================================================================================================= 
                                            Proposed maximum      Proposed maximum
   Title of securities      Amount to be     offering price      aggregate offering       Amount of
     to be registered        registered       per share(1)            price(1)         registration fee
- -------------------------------------------------------------------------------------------------------
<S>                         <C>            <C>                  <C>                    <C>
     Common Stock,
par value $.01 per share     3,116,622 (2)       $25.125            $78,305,128              $27,002
=======================================================================================================
</TABLE>
(1)  Estimated pursuant to paragraph (h) of Rule 457 solely for the purpose of
     calculating the registration fee based on the average of the reported high
     and low sales prices for a share of Common Stock on April 30, 1996 as
     reported on the Nasdaq National Market.
(2)  Pursuant to Rule 416 under the Securities Act of 1933, this Registration
     Statement also covers such additional shares as may hereafter be offered or
     issued to prevent dilution resulting from stock splits, stock dividends,
     recapitalizations or certain other capital adjustments.

================================================================================
<PAGE>
 
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

         DecisionOne Holdings Corp. (the "Company") incorporates herein by
reference the following documents as filed with the Commission:

            (a) The final prospectus filed on April 5, 1996 (the "Prospectus")
     pursuant to Rule 424(b) under the Securities Act of 1933, as amended; and

            (b) The description of the Company's common stock, par value $.01
     per share (the "Common Stock") contained in the Registration Statement on
     Form 8-A, filed by the Company with the Securities and Exchange Commission
     on April 25, 1996 to register such securities under the Securities Exchange
     Act of 1934, as amended.

         All documents filed by the Registrant pursuant to Section 13(a), 13(c),
14 and 15(d) of the Exchange Act after the date of this Registration Statement
and prior to the filing of a post-effective amendment to this Registration
Statement which indicates that all securities offered hereby 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 hereof
from the date of filing of such documents. Any statement contained in a document
incorporated by reference herein shall be deemed to be modified or superseded
for purposes hereof to the extent that a statement contained herein (or in any
other subsequently filed document which also is incorporated by reference
herein) modifies or supersedes such statement. Any statement so modified or
superseded shall not be deemed to constitute a part hereof except as so modified
or superseded.

         The financial statements for the Company's last completed fiscal year
included in the Prospectus have been audited by Deloitte & Touche LLP,
independent auditors, as set forth in their report contained therein.  Such
financial statements, to the extent they relate to audited periods, are, and
audited annual financial statements to be included in subsequently filed
documents will be, incorporated herein in reliance upon the reports of Deloitte
& Touche LLP pertaining to such financial statements (to the extent covered by
consents filed with the Securities and Exchange Commission) given upon the
authority of such firm as experts in accounting and auditing.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         Section 145 of the General Corporation Law of the State of Delaware
(the "DGCL") grants to a corporation the power to 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 by reason of the fact that he is or was a
director, officer, employee or agent of the Company.

         As permitted by the DGCL, the Company's Restated Certificate of
Incorporation provides that

                                      II-1
<PAGE>
 
directors of the Company shall not be personally liable to the Company or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
Company or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the DGCL, relating to prohibited dividends or distributions or
the repurchase or redemption of stock, or (iv) for any transaction from which
the director derives an improper personal benefit.

         While these provisions provide directors with protection from awards
for monetary damages for breaches of their duty of care, they do not eliminate
such duty. Accordingly, these provisions will have no effect on the availability
of equitable remedies such as an injunction or rescission based on a director's
breach of his or her duty of care. The provisions described above apply to an
officer of a corporation only if he or she is a director of such corporation and
is acting in his or her capacity as director, and do not apply to officers of
the corporation who are not directors.

         The Company's By-laws contained provisions for indemnification of
directors, officers and employees which are substantially the same as Section
145 of the DGCL and also permit the Company to purchase insurance on behalf of
any such person against any liability asserted against such person and incurred
by such person in any such capacity, or arising out of such person's status as
such, whether or not the Company would have the power to indemnify such person
against such liability under the foregoing provision of the Company's By-laws.
The Company has purchased directors and officers insurance.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         The following is a list of exhibits filed as part of this Registration
Statement.
<TABLE>
<CAPTION>
 
Exhibit
Number                                              Exhibit
- -------                                             -------                     
<S>             <C>             <C> 
 
  4             -               Stock Option and Restricted Stock Purchase Plan.
 
  5.1           -               Opinion of Thomas M. Molchan, Esq.
 
 23.1           -               Consent of Thomas M. Molchan, Esq. (included as
                                part of Exhibit 5.1 hereto).
 
 23.2           -               Consent of Deloitte & Touche LLP.
 
 24.1           -               Powers of Attorney (included as part of the
                                signature page of this Registration
                                Statement).
</TABLE>

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;

                                      II-2
<PAGE>
 
            (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; and

           (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) of this section do
not apply if 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 Securities Exchange
Act of 1934 that are incorporated by reference in the registration statement.

        (2)  That, for the purpose of determining any liability under the
Securities Act of 1933, 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 of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 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.

     (h)  Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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, 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 Frazer, Commonwealth of Pennsylvania on the 2nd day
of May, 1996.

                                  DecisionOne Holdings Corp.


                                  By:/s/ Thomas M. Molchan
                                     ------------------------------------------
                                     Thomas M. Molchan
                                     Vice President and General Counsel

         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.  Each person in so signing also makes,
constitutes and appoints Thomas M. Molchan his true and lawful attorney-in-fact,
with full power of substitution, to execute and cause to be filed with the
Securities and Exchange Commission, any and all amendments or post-effective
amendments to this Registration Statement, with exhibits thereto and other
documents in connection therewith, as the Registrant deems appropriate.
<TABLE>
<CAPTION>
 
Signature                       Title                     Date
- -------------------------       -------------------       ------------
<S>                             <C>                       <C>
                                                        
/s/ Don E. Ackerman             Director                  May  2, 1996
- -------------------------                               
    Don E. Ackerman                                     
                                                        
/s/ Bruce K. Anderson           Director                  May  2, 1996
- -------------------------                               
    Bruce K. Anderson                                   
                                                        
/s/ Michael C. Brooks           Director                  May  2, 1996
- -------------------------                               
    Michael C. Brooks                                   
                                                        
/s/ Kenneth Draeger             Director and Chief        May  2, 1996
- -------------------------       Executive Officer       
    Kenneth Draeger             (Principal              
                                Executive Officer)      
                                                        
                                                        
/s/ Thomas E. McInerney         Director                  May  2, 1996
- -------------------------                               
    Thomas E. McInerney                                    
                                                        
________________________        Director                  May __, 1996
    Arthur F. Weinbach                                     
                                                        
/s/ R. Peter Zimmermann         Chief Financial           May  2, 1996
- -------------------------       Officer (Principal      
    R. Peter Zimmermann         Financial and           
                                Accounting              
                                Officer)                
                                                        
</TABLE>                  

                                      II-4
<PAGE>
 
                           DecisionOne Holdings Corp.
                            Registration on Form S-8
                               Index to Exhibits
<TABLE>                  
<CAPTION>                
                         
Exhibit                   
Number                           Exhibit                                    Page
- ---------                       ---------                                   ----
<S>        <C>      <C>  
                          
  4         -       Stock Option and Restricted Stock Purchase Plan.
                          
  5.1       -       Opinion of Thomas M. Molchan, Esq.
                         
 23.1       -       Consent of Thomas M. Molchan, Esq.
                    (included as part of Exhibit 5.1 hereto).
                         
 23.2       -       Consent of Deloitte & Touche LLP.
                         
 24.1       -       Power of Attorney (included as part of
                    the signature page of this Registration Statement).
</TABLE>                 
                          
                          

                                      II-5
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 17919}]
{"company-data": {"conformed-name": "DECISIONONE HOLDINGS CORP", "cik": "0001007588", "assigned-sic": "7373", "irs-number": "133435409", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-03267", "film-number": "96557520"}, "business-address": {"street1": "50 E SWEDESFORD RD", "city": "FRAZER", "state": "PA", "zip": "19355", "phone": "6102966000"}, "mail-address": {"street1": "50 E SWEDESFORD RD", "city": "FRAZER", "state": "PA", "zip": "19355"}, "former-company": {"former-conformed-name": "DECISIONONE CORP", "date-changed": "19960212"}}
As filed with the Securities and Exchange Commission on May 7, 1996
                                                      Registration No. 333-
================================================================================

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

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

                           DecisionOne Holdings Corp.
               (Exact name of issuer as specified in its charter)

            Delaware                                     13-3435409            
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

                            50 East Swedesford Road
                           Frazer, Pennsylvania 19355
                                 (610) 296-6000
          (Address of Principal Executive Offices, including Zip Code)

                STOCK OPTION AND RESTRICTED STOCK PURCHASE PLAN
                            (Full title of the plan)

                               THOMAS M. MOLCHAN
                    General Counsel and Corporate Secretary
                           DecisionOne Holdings Corp.
                            50 East Swedesford Road
                           Frazer, Pennsylvania 19355
                    (Name and address of agent for service)
                                 (610) 296-6000
         (Telephone number, including area code, of agent for service)
                            -----------------------

                                   Copies to:

                                 DAVID R. KING
                          Morgan, Lewis & Bockius LLP
                             2000 One Logan Square
                             Philadelphia, PA 19103
                                 (215) 963-5000

                        CALCULATION OF REGISTRATION FEE
======================================================================================================= 
                                            Proposed maximum      Proposed maximum
   Title of securities      Amount to be     offering price      aggregate offering       Amount of
     to be registered        registered       per share(1)            price(1)         registration fee
- -------------------------------------------------------------------------------------------------------
Common Stock,
par value $.01 per share     3,116,622 (2)       $25.125            $78,305,128              $27,002
=======================================================================================================
(1)  Estimated pursuant to paragraph (h) of Rule 457 solely for the purpose of
     calculating the registration fee based on the average of the reported high
     and low sales prices for a share of Common Stock on April 30, 1996 as
     reported on the Nasdaq National Market.
(2)  Pursuant to Rule 416 under the Securities Act of 1933, this Registration
     Statement also covers such additional shares as may hereafter be offered or
     issued to prevent dilution resulting from stock splits, stock dividends,
     recapitalizations or certain other capital adjustments.

================================================================================
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

         DecisionOne Holdings Corp. (the "Company") incorporates herein by
reference the following documents as filed with the Commission:

            (a) The final prospectus filed on April 5, 1996 (the "Prospectus")
     pursuant to Rule 424(b) under the Securities Act of 1933, as amended; and

            (b) The description of the Company's common stock, par value $.01
     per share (the "Common Stock") contained in the Registration Statement on
     Form 8-A, filed by the Company with the Securities and Exchange Commission
     on April 25, 1996 to register such securities under the Securities Exchange
     Act of 1934, as amended.

         All documents filed by the Registrant pursuant to Section 13(a), 13(c),
14 and 15(d) of the Exchange Act after the date of this Registration Statement
and prior to the filing of a post-effective amendment to this Registration
Statement which indicates that all securities offered hereby 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 hereof
from the date of filing of such documents. Any statement contained in a document
incorporated by reference herein shall be deemed to be modified or superseded
for purposes hereof to the extent that a statement contained herein (or in any
other subsequently filed document which also is incorporated by reference
herein) modifies or supersedes such statement. Any statement so modified or
superseded shall not be deemed to constitute a part hereof except as so modified
or superseded.

         The financial statements for the Company's last completed fiscal year
included in the Prospectus have been audited by Deloitte & Touche LLP,
independent auditors, as set forth in their report contained therein.  Such
financial statements, to the extent they relate to audited periods, are, and
audited annual financial statements to be included in subsequently filed
documents will be, incorporated herein in reliance upon the reports of Deloitte
& Touche LLP pertaining to such financial statements (to the extent covered by
consents filed with the Securities and Exchange Commission) given upon the
authority of such firm as experts in accounting and auditing.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         Section 145 of the General Corporation Law of the State of Delaware
(the "DGCL") grants to a corporation the power to 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 by reason of the fact that he is or was a
director, officer, employee or agent of the Company.

         As permitted by the DGCL, the Company's Restated Certificate of
Incorporation provides that

                                      II-1
directors of the Company shall not be personally liable to the Company or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
Company or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the DGCL, relating to prohibited dividends or distributions or
the repurchase or redemption of stock, or (iv) for any transaction from which
the director derives an improper personal benefit.

         While these provisions provide directors with protection from awards
for monetary damages for breaches of their duty of care, they do not eliminate
such duty. Accordingly, these provisions will have no effect on the availability
of equitable remedies such as an injunction or rescission based on a director's
breach of his or her duty of care. The provisions described above apply to an
officer of a corporation only if he or she is a director of such corporation and
is acting in his or her capacity as director, and do not apply to officers of
the corporation who are not directors.

         The Company's By-laws contained provisions for indemnification of
directors, officers and employees which are substantially the same as Section
145 of the DGCL and also permit the Company to purchase insurance on behalf of
any such person against any liability asserted against such person and incurred
by such person in any such capacity, or arising out of such person's status as
such, whether or not the Company would have the power to indemnify such person
against such liability under the foregoing provision of the Company's By-laws.
The Company has purchased directors and officers insurance.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         The following is a list of exhibits filed as part of this Registration
Statement.
Exhibit
Number                                              Exhibit
- -------                                             -------
4             -               Stock Option and Restricted Stock Purchase Plan.
 
  5.1           -               Opinion of Thomas M. Molchan, Esq.
 
 23.1           -               Consent of Thomas M. Molchan, Esq. (included as
                                part of Exhibit 5.1 hereto).
 
 23.2           -               Consent of Deloitte & Touche LLP.
 
 24.1           -               Powers of Attorney (included as part of the
                                signature page of this Registration
                                Statement).
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;

                                      II-2
(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; and

           (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) of this section do
not apply if 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 Securities Exchange
Act of 1934 that are incorporated by reference in the registration statement.

        (2)  That, for the purpose of determining any liability under the
Securities Act of 1933, 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 of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 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.

     (h)  Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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, 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 Frazer, Commonwealth of Pennsylvania on the 2nd day
of May, 1996.

                                  DecisionOne Holdings Corp.

                                  By:/s/ Thomas M. Molchan
                                     ------------------------------------------
                                     Thomas M. Molchan
                                     Vice President and General Counsel

         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.  Each person in so signing also makes,
constitutes and appoints Thomas M. Molchan his true and lawful attorney-in-fact,
with full power of substitution, to execute and cause to be filed with the
Securities and Exchange Commission, any and all amendments or post-effective
amendments to this Registration Statement, with exhibits thereto and other
documents in connection therewith, as the Registrant deems appropriate.
Signature                       Title                     Date
- -------------------------       -------------------       ------------
/s/ Don E. Ackerman             Director                  May  2, 1996
- -------------------------                               
    Don E. Ackerman                                     
                                                        
/s/ Bruce K. Anderson           Director                  May  2, 1996
- -------------------------                               
    Bruce K. Anderson                                   
                                                        
/s/ Michael C. Brooks           Director                  May  2, 1996
- -------------------------                               
    Michael C. Brooks                                   
                                                        
/s/ Kenneth Draeger             Director and Chief        May  2, 1996
- -------------------------       Executive Officer       
    Kenneth Draeger             (Principal              
                                Executive Officer)      
                                                        
                                                        
/s/ Thomas E. McInerney         Director                  May  2, 1996
- -------------------------                               
    Thomas E. McInerney                                    
                                                        
________________________        Director                  May __, 1996
    Arthur F. Weinbach                                     
                                                        
/s/ R. Peter Zimmermann         Chief Financial           May  2, 1996
- -------------------------       Officer (Principal      
    R. Peter Zimmermann         Financial and           
                                Accounting              
                                Officer)
II-4
DecisionOne Holdings Corp.
                            Registration on Form S-8
                               Index to Exhibits
Exhibit                   
Number                           Exhibit                                    Page
- ---------                       ---------                                   ----
4         -       Stock Option and Restricted Stock Purchase Plan.
                          
  5.1       -       Opinion of Thomas M. Molchan, Esq.
                         
 23.1       -       Consent of Thomas M. Molchan, Esq.
                    (included as part of Exhibit 5.1 hereto).
                         
 23.2       -       Consent of Deloitte & Touche LLP.
                         
 24.1       -       Power of Attorney (included as part of
                    the signature page of this Registration Statement).
II-5