<PAGE>   1
   As filed with the Securities and Exchange Commission on September 30, 1996
                                                     Registration No. 333-______
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

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

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

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

                          SNYDER COMMUNICATIONS, INC.
           (Exact name of registrant as specified in its charter)

           Delaware                                      52-1983617
 (State or Other Jurisdiction of                      (I.R.S. Employer
 Incorporation or Organization)                      Identification No.)

                              6903 Rockledge Drive
                                   15th Floor
                           Bethesda, Maryland  20817
                                 (301) 571-1236
                    (Address of Principal Executive Offices)

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

                          Snyder Communications, Inc.
                           1996 Stock Incentive Plan
                            (Full Title of the Plan)

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

                                 Brian Benhaim
                              6903 Rockledge Drive
                                   15th Floor
                           Bethesda, Maryland  20817
                    (Name and Address of Agent for Service)

                                 (301) 579-1236
        (Telephone Number, Including Area Code, of Agent for Service)

                                   Copies to:
                           Thomas H. McCormick, Esq.
                       Shaw, Pittman, Potts & Trowbridge
                              2300 N Street, N.W.
                            Washington, D.C.  20037
                                 (202) 663-8000

                        Calculation of Registration Fee


<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------
Title of securities       Amount to be      Proposed maximum         Proposed maximum          Amount of
 to be registered          registered      aggregate offering       aggregate offering        registration
                                             price per unit               price                   fee
- ------------------------------------------------------------------------------------------------------------
<S>                    <C>                     <C>                   <C>                       <C>
Common Stock,                          
$.001 par value                        
per share              5,000,000 shares        $21.125 (1)           $105,625,000 (1)          $36,422
- ------------------------------------------------------------------------------------------------------------
</TABLE>


(1)      Estimated solely for the purpose of computing the registration fee
         pursuant to Rule 457(h) under the Securities Act of 1933, the
         calculation of the registration fee is based on the average of the
         high and low prices reported for the registrant's Common Stock on
         September 25, 1996.
<PAGE>   2
                                    PART II

               Information Required in the Registration Statement

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents, which are on file with the Securities and
Exchange Commission, are incorporated herein by this reference and made a part
hereof:

         (a)     the Registration Statement on Form S-1 (Registration Statement
                 No. 333-7495) as filed with the Securities and Exchange
                 Commissions by Snyder Communications, Inc., a Delaware
                 corporation (the "Company"), on July 3, 1996, and as amended
                 by Amendment No. 1 to the Registration Statement filed on
                 August 15, 1996, Amendment No. 2 to the Registration Statement
                 filed on August 27, 1996, Amendment No. 3 to the Registration
                 Statement filed on August 30, 1996, Amendment No. 4 to the
                 Registration Statement filed on September 4, 1996, and
                 Amendment No. 5 to the Registration Statement on September 23,
                 1996 (as amended, the "Registration Statement").

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

ITEM 4.  DESCRIPTION OF SECURITIES.

         The Certificate of Incorporation of the Company (the "Certificate of
Incorporation") authorizes the issuance of up to 120,000,000 shares of common
stock, par value $.001 per share (the "Common Stock").  Holders of Common Stock
("Holders") are entitled to one vote per share for each share held of record on
all matters submitted to a vote of the stockholders.  Holders are entitled to
receive ratably such dividends as may be declared by the Board of Directors on
the Common Stock out of funds legally available therefor.  The Holders have no
preemptive rights, cumulative voting rights, or rights to convert shares of
Common Stock into any other securities, and are not subject to future calls or
assessments by the Company.

         The Certificate of Incorporation authorizes the Board of Directors to
issue up to an aggregate of 5,000,000 shares of preferred stock (the "Preferred
Stock"), to establish one or more series of preferred stock (the "Preferred
Stock") and to determine, with respect to any series of Preferred Stock, the
preferences, rights and other terms of such series.  The Company believes that
the ability of the Board of Directors to issue one or more series of Preferred
Stock will provide the Company with increased flexibility in structuring
possible future financings and acquisitions and in meeting other corporate
needs.  The authorized shares of Preferred Stock, as well as shares of Common
Stock, would be available for issuance without further action by the Company's
stockholders, unless such action is required by applicable law or the rules of
the stock exchange or automated quotation system on which the Company's
securities may be listed or
<PAGE>   3
traded.  Although the Board of Directors has no present intention to do so, it
could, in the future, issue a series of Preferred Stock, which, due to its
terms, could impede a merger, tender offer or other transaction that some, or a
majority, of the Company's stockholders might believe to be in their best
interests.

         The Company is subject to the provisions of Section 203 of the General
Corporation Law of the State of Delaware (the "Antitakeover Law") regulating
corporate takeovers.  The Antitakeover Law prevents certain Delaware
corporations, including those whose securities are listed on the New York Stock
Exchange, from engaging, under certain circumstances, in a "business
combination" (which includes a merger or sale of more than 10% of the
corporation's assets) with any "interested stockholder" (a stockholder who
acquired 15% or more of the corporation's outstanding voting stock without the
prior approval of the corporation's Board of Directors) for three years
following the date that such stokcholder became an "interested stockholder."  A
Delaware corporation may "opt out" of the Antitakeover Law with an express
provision in its original certificate of incorporation, or an express provision
in its certificate of incorporation or bylaws resulting from a stockholder's
amendment approved by at least a majority of the outstanding voting shares. The
Company has not "opted out" of the application of the Antitakeover Law.

         The Company's Certificate of Incorporation does not provide for
cumulative voting in the election of directors.  The Company's Bylaws provide
that stockholders holding, in the aggregate, not less than twenty-five percent
of the Common Stock are permitted to call a special meeting of the
stockholders.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         None.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Delaware General Corporation Law (the "Delaware Law") provides
that a corporation may limit the liability of each director to the corporation
or its stockholders for monetary damages except for liability (i) for any
breach of the director's duty of loyalty to the corporation or its
stockholders; (ii) for acts or omissions not in good faith or that involve
intentional misconduct or a knowing violation of law; (iii) in respect of
certain unlawful dividend payments or stock redemptions or repurchases; and
(iv) for any transaction from which the director derives an improper personal
benefit.  The Certificate of Incorporation and Bylaws of the Company provide
for the elimination and limitation of the personal liability of directors of
the Company for monetary damages to the fullest extent permitted by the
Delaware Law.  In addition, the Certificate of Incorporation and Bylaws provide
that if the Delaware Law is amended to authorize the further elimination or
limitation of the liability of a director, then the liability of the directors
shall be eliminated or limited to the fullest extent permitted by the Delaware
Law, as so amended.  The effect of this provision is to eliminate the right of
the Company and its stockholders (through stockholders' derivative suits on
behalf of the Company) to recover monetary damages against a director for
breach of the fiduciary duty of care as a director (including breaches
resulting from negligent or grossly negligent behavior) except in the
situations described in clauses (i) through (iv) above.  The provision does not
limit or eliminate the rights of the Company or any stockholder to seek
non-monetary relief such as an injunction or rescission in





                                     - 2 -
<PAGE>   4
the event of a breach of a director's duty of care.  In addition, the Bylaws
provide that the Company shall, to the full extent permitted by the Delaware
Law, as amended from time to time, indemnify and advance expenses to each of
its currently acting and former directors, officers, employees and agents.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

<TABLE>
<CAPTION>
         Exhibit
         Number           Description of Exhibit
         -------          ----------------------
         <S>              <C>
         4(a)             The Company's Certification of Incorporation,  filed as Exhibit 3.1 to the Registration Statement, is
                          incorporated herein by this reference.

         4(b)             The Bylaws of the Company, filed as Exhibit 3.2 to the Registration Statement, is incorporated herein by
                          reference.

         5                Opinion of Counsel, Shaw, Pittman, Potts & Trowbridge (filed herewith).

         23(a)            Consent of Arthur Andersen LLP, Independent Accountants (filed herewith).

         23(b)            Consent of Counsel, Shaw, Pittman, Potts & Trowbridge (filed as part of Exhibit 5 hereto).
</TABLE>

ITEM 9.  UNDERTAKINGS.

         (a)     The registrant hereby undertakes:

                 (1)      To file, during any period in which offers or sales
                          are being made, a post-effective amendment to this
                          registration statements:

                          (i)     To include any prospectus required by
                                  Section 10(a)(3) of the Securities Act of 
                                  1933;

                          (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 thereto) 
                                  which, individually or in the aggregate, 
                                  represents a fundamental change in the 
                                  information set forth in the registration 
                                  statement;

                          (iii)   To include any material information with
                                  respect to the plan of distribution not
                                  previously disclosed in the registration
                                  statement or





                                     - 3 -
<PAGE>   5
                                  any material change to such information in
                                  the registration statement.

                 provided, however, that paragraphs (a)(1)(i) and (1)(ii) do
                          not apply if the registration statement is on Form
                          S-3, Form S-8 or Form F-3, and the information
                          required to be included in a post-effective amendment
                          by those paragraphs is contained in periodic reports
                          filed with or furnished to the Commission by the
                          registrant pursuant to Section 13 or 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 securities 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 filed pursuant to Section 13(a) or
15(d) (relating to employers which have registered stock under the 1933 Act) of
the Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to 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.





                                     - 4 -
<PAGE>   6
                                   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 Washington, District of Columbia, on this 30th
day of September 1996.

                                    SNYDER COMMUNICATIONS, INC.
                                    a Delaware corporation
                                    (Registrant)
                                   
                                   
                                      /s/ DANIEL M. SNYDER
                                    ---------------------------------------
                                    Daniel M. Snyder
                                    Chairman of the Board of Directors,
                                    President and 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.

<TABLE>
<CAPTION>
Name                                       Title                            Date
- ----                                       -----                            ----
<S>                                        <C>                              <C>
                                           Chairman of the Board,     
                                           President and Chief        
                                           Executive Officer          
                                           (Principal Executive       
  /s/ DANIEL M. SNYDER                     Officer)                         September 30, 1996
- ------------------------------------                                  
Daniel M. Snyder                    
                                                                      
                                                                      
                                           Vice Chairman, Chief       
                                           Operating Officer and      
  /s/ MICHELE D. SNYDER                    Director                         September 30, 1996
- -------------------------------------                                 
Michele D. Snyder                                                     

                                                                     
                                           Senior Vice President of   
                                           Corporate Development      
  /s/ BRIAN BENHAIM                        and Director                     September 30, 1996
- -------------------------------------
Brian Benhaim                       
</TABLE>                                                              





                                     - 5 -
<PAGE>   7
<TABLE>
<CAPTION>
Name                                       Title                            Date
- ----                                       -----                            ----
<S>                                        <C>                              <C>
                                           Chief Financial Officer                            
                                           (Principal Financial                               
  /s/ A. CLAYTON PERFALL                   Officer)                         September 30, 1996
- -------------------------------------      
A. Clayton Perfall                                                                            
                                                                                              
                                           Chief Accounting                                   
                                           Officer (Principal                                 
  /s/ DAVID B. PAUKEN                      Accounting Officer)              September 30, 1996
- --------------------------------------
David B. Pauken                                                                               
</TABLE>





                                     - 6 -
<PAGE>   8
                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit                                                                        Sequentially
Number         Description of Exhibit                                          Numbered Page
- -------        ----------------------                                          -------------
    <S>        <C>                                                            
    5          Opinion of Counsel, Shaw, Pittman, Potts & Trowbridge
    23(a)      Consent of Arthur Andersen LLP, Independent Accountants
    23(b)      Consent of Counsel, Shaw, Pittman, Potts & Trowbridge (filed as
               part of Exhibit 5 hereto)
</TABLE>





                                     - 7 -
[{"type": "S-8", "sequence": "1", "description": "SNYDER COMMUNICATIONS, INC. FORM S-8", "secsgml_size_bytes": 21821}]
{"company-data": {"conformed-name": "SNYDER COMMUNICATIONS INC", "cik": "0001017906", "assigned-sic": "7389", "irs-number": "521983617", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-13079", "film-number": "96637153"}, "business-address": {"street1": "2 DEMOCRACYCENTER", "street2": "6903 ROCKLEDGE DR 15TH FL", "city": "BETHESDA", "state": "MD", "zip": "20817", "phone": "3014681010"}, "mail-address": {"street1": "6903 ROCKLEDGE DRIVE 15TH FLOOR", "city": "BETHESDA", "state": "MD", "zip": "20817"}}
1
   As filed with the Securities and Exchange Commission on September 30, 1996
                                                     Registration No. 333-______
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

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

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

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

                          SNYDER COMMUNICATIONS, INC.
           (Exact name of registrant as specified in its charter)

           Delaware                                      52-1983617
 (State or Other Jurisdiction of                      (I.R.S. Employer
 Incorporation or Organization)                      Identification No.)

                              6903 Rockledge Drive
                                   15th Floor
                           Bethesda, Maryland  20817
                                 (301) 571-1236
                    (Address of Principal Executive Offices)

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

                          Snyder Communications, Inc.
                           1996 Stock Incentive Plan
                            (Full Title of the Plan)

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

                                 Brian Benhaim
                              6903 Rockledge Drive
                                   15th Floor
                           Bethesda, Maryland  20817
                    (Name and Address of Agent for Service)

                                 (301) 579-1236
        (Telephone Number, Including Area Code, of Agent for Service)

                                   Copies to:
                           Thomas H. McCormick, Esq.
                       Shaw, Pittman, Potts & Trowbridge
                              2300 N Street, N.W.
                            Washington, D.C.  20037
                                 (202) 663-8000

                        Calculation of Registration Fee
- ------------------------------------------------------------------------------------------------------------
Title of securities       Amount to be      Proposed maximum         Proposed maximum          Amount of
 to be registered          registered      aggregate offering       aggregate offering        registration
                                             price per unit               price                   fee
- ------------------------------------------------------------------------------------------------------------
Common Stock,                          
$.001 par value                        
per share              5,000,000 shares        $21.125 (1)           $105,625,000 (1)          $36,422
- ------------------------------------------------------------------------------------------------------------
(1)      Estimated solely for the purpose of computing the registration fee
         pursuant to Rule 457(h) under the Securities Act of 1933, the
         calculation of the registration fee is based on the average of the
         high and low prices reported for the registrant's Common Stock on
         September 25, 1996.
2
                                    PART II

               Information Required in the Registration Statement

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents, which are on file with the Securities and
Exchange Commission, are incorporated herein by this reference and made a part
hereof:

         (a)     the Registration Statement on Form S-1 (Registration Statement
                 No. 333-7495) as filed with the Securities and Exchange
                 Commissions by Snyder Communications, Inc., a Delaware
                 corporation (the "Company"), on July 3, 1996, and as amended
                 by Amendment No. 1 to the Registration Statement filed on
                 August 15, 1996, Amendment No. 2 to the Registration Statement
                 filed on August 27, 1996, Amendment No. 3 to the Registration
                 Statement filed on August 30, 1996, Amendment No. 4 to the
                 Registration Statement filed on September 4, 1996, and
                 Amendment No. 5 to the Registration Statement on September 23,
                 1996 (as amended, the "Registration Statement").

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

ITEM 4.  DESCRIPTION OF SECURITIES.

         The Certificate of Incorporation of the Company (the "Certificate of
Incorporation") authorizes the issuance of up to 120,000,000 shares of common
stock, par value $.001 per share (the "Common Stock").  Holders of Common Stock
("Holders") are entitled to one vote per share for each share held of record on
all matters submitted to a vote of the stockholders.  Holders are entitled to
receive ratably such dividends as may be declared by the Board of Directors on
the Common Stock out of funds legally available therefor.  The Holders have no
preemptive rights, cumulative voting rights, or rights to convert shares of
Common Stock into any other securities, and are not subject to future calls or
assessments by the Company.

         The Certificate of Incorporation authorizes the Board of Directors to
issue up to an aggregate of 5,000,000 shares of preferred stock (the "Preferred
Stock"), to establish one or more series of preferred stock (the "Preferred
Stock") and to determine, with respect to any series of Preferred Stock, the
preferences, rights and other terms of such series.  The Company believes that
the ability of the Board of Directors to issue one or more series of Preferred
Stock will provide the Company with increased flexibility in structuring
possible future financings and acquisitions and in meeting other corporate
needs.  The authorized shares of Preferred Stock, as well as shares of Common
Stock, would be available for issuance without further action by the Company's
stockholders, unless such action is required by applicable law or the rules of
the stock exchange or automated quotation system on which the Company's
securities may be listed or
3
traded.  Although the Board of Directors has no present intention to do so, it
could, in the future, issue a series of Preferred Stock, which, due to its
terms, could impede a merger, tender offer or other transaction that some, or a
majority, of the Company's stockholders might believe to be in their best
interests.

         The Company is subject to the provisions of Section 203 of the General
Corporation Law of the State of Delaware (the "Antitakeover Law") regulating
corporate takeovers.  The Antitakeover Law prevents certain Delaware
corporations, including those whose securities are listed on the New York Stock
Exchange, from engaging, under certain circumstances, in a "business
combination" (which includes a merger or sale of more than 10% of the
corporation's assets) with any "interested stockholder" (a stockholder who
acquired 15% or more of the corporation's outstanding voting stock without the
prior approval of the corporation's Board of Directors) for three years
following the date that such stokcholder became an "interested stockholder."  A
Delaware corporation may "opt out" of the Antitakeover Law with an express
provision in its original certificate of incorporation, or an express provision
in its certificate of incorporation or bylaws resulting from a stockholder's
amendment approved by at least a majority of the outstanding voting shares. The
Company has not "opted out" of the application of the Antitakeover Law.

         The Company's Certificate of Incorporation does not provide for
cumulative voting in the election of directors.  The Company's Bylaws provide
that stockholders holding, in the aggregate, not less than twenty-five percent
of the Common Stock are permitted to call a special meeting of the
stockholders.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         None.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Delaware General Corporation Law (the "Delaware Law") provides
that a corporation may limit the liability of each director to the corporation
or its stockholders for monetary damages except for liability (i) for any
breach of the director's duty of loyalty to the corporation or its
stockholders; (ii) for acts or omissions not in good faith or that involve
intentional misconduct or a knowing violation of law; (iii) in respect of
certain unlawful dividend payments or stock redemptions or repurchases; and
(iv) for any transaction from which the director derives an improper personal
benefit.  The Certificate of Incorporation and Bylaws of the Company provide
for the elimination and limitation of the personal liability of directors of
the Company for monetary damages to the fullest extent permitted by the
Delaware Law.  In addition, the Certificate of Incorporation and Bylaws provide
that if the Delaware Law is amended to authorize the further elimination or
limitation of the liability of a director, then the liability of the directors
shall be eliminated or limited to the fullest extent permitted by the Delaware
Law, as so amended.  The effect of this provision is to eliminate the right of
the Company and its stockholders (through stockholders' derivative suits on
behalf of the Company) to recover monetary damages against a director for
breach of the fiduciary duty of care as a director (including breaches
resulting from negligent or grossly negligent behavior) except in the
situations described in clauses (i) through (iv) above.  The provision does not
limit or eliminate the rights of the Company or any stockholder to seek
non-monetary relief such as an injunction or rescission in

                                     - 2 -
4
the event of a breach of a director's duty of care.  In addition, the Bylaws
provide that the Company shall, to the full extent permitted by the Delaware
Law, as amended from time to time, indemnify and advance expenses to each of
its currently acting and former directors, officers, employees and agents.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.
Exhibit
         Number           Description of Exhibit
         -------          ----------------------
4(a)             The Company's Certification of Incorporation,  filed as Exhibit 3.1 to the Registration Statement, is
                          incorporated herein by this reference.

         4(b)             The Bylaws of the Company, filed as Exhibit 3.2 to the Registration Statement, is incorporated herein by
                          reference.

         5                Opinion of Counsel, Shaw, Pittman, Potts & Trowbridge (filed herewith).

         23(a)            Consent of Arthur Andersen LLP, Independent Accountants (filed herewith).

         23(b)            Consent of Counsel, Shaw, Pittman, Potts & Trowbridge (filed as part of Exhibit 5 hereto).
ITEM 9.  UNDERTAKINGS.

         (a)     The registrant hereby undertakes:

                 (1)      To file, during any period in which offers or sales
                          are being made, a post-effective amendment to this
                          registration statements:

                          (i)     To include any prospectus required by
                                  Section 10(a)(3) of the Securities Act of 
                                  1933;

                          (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 thereto) 
                                  which, individually or in the aggregate, 
                                  represents a fundamental change in the 
                                  information set forth in the registration 
                                  statement;

                          (iii)   To include any material information with
                                  respect to the plan of distribution not
                                  previously disclosed in the registration
                                  statement or

                                     - 3 -
5
                                  any material change to such information in
                                  the registration statement.

                 provided, however, that paragraphs (a)(1)(i) and (1)(ii) do
                          not apply if the registration statement is on Form
                          S-3, Form S-8 or Form F-3, and the information
                          required to be included in a post-effective amendment
                          by those paragraphs is contained in periodic reports
                          filed with or furnished to the Commission by the
                          registrant pursuant to Section 13 or 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 securities 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 filed pursuant to Section 13(a) or
15(d) (relating to employers which have registered stock under the 1933 Act) of
the Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to 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.

                                     - 4 -
6
                                   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 Washington, District of Columbia, on this 30th
day of September 1996.

                                    SNYDER COMMUNICATIONS, INC.
                                    a Delaware corporation
                                    (Registrant)
                                   
                                   
                                      /s/ DANIEL M. SNYDER
                                    ---------------------------------------
                                    Daniel M. Snyder
                                    Chairman of the Board of Directors,
                                    President and 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.
Name                                       Title                            Date
- ----                                       -----                            ----
Chairman of the Board,     
                                           President and Chief        
                                           Executive Officer          
                                           (Principal Executive       
  /s/ DANIEL M. SNYDER                     Officer)                         September 30, 1996
- ------------------------------------                                  
Daniel M. Snyder                    
                                                                      
                                                                      
                                           Vice Chairman, Chief       
                                           Operating Officer and      
  /s/ MICHELE D. SNYDER                    Director                         September 30, 1996
- -------------------------------------                                 
Michele D. Snyder                                                     

                                                                     
                                           Senior Vice President of   
                                           Corporate Development      
  /s/ BRIAN BENHAIM                        and Director                     September 30, 1996
- -------------------------------------
Brian Benhaim
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Name                                       Title                            Date
- ----                                       -----                            ----
Chief Financial Officer                            
                                           (Principal Financial                               
  /s/ A. CLAYTON PERFALL                   Officer)                         September 30, 1996
- -------------------------------------      
A. Clayton Perfall                                                                            
                                                                                              
                                           Chief Accounting                                   
                                           Officer (Principal                                 
  /s/ DAVID B. PAUKEN                      Accounting Officer)              September 30, 1996
- --------------------------------------
David B. Pauken
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                                 EXHIBIT INDEX
Exhibit                                                                        Sequentially
Number         Description of Exhibit                                          Numbered Page
- -------        ----------------------                                          -------------
5          Opinion of Counsel, Shaw, Pittman, Potts & Trowbridge
    23(a)      Consent of Arthur Andersen LLP, Independent Accountants
    23(b)      Consent of Counsel, Shaw, Pittman, Potts & Trowbridge (filed as
               part of Exhibit 5 hereto)
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