<PAGE>

As filed with the Securities and
Exchange Commission on April 24, 2000              Registration No. 333-_____



================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                               -------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                               -------------------
                               OPUS360 CORPORATION
               (Exact name of registrant as specified in charter)

<TABLE>
<S>                                   <C>                                       <C>
            DELAWARE                              7389                                 13-4023714
(State or other jurisdiction of       (Primary Standard Industrial                  (I.R.S. Employer
 incorporation or organization)        Classification Code Number)               Identification Number)
</TABLE>

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

                         39 WEST 13TH STREET, 3RD FLOOR
                            NEW YORK, NEW YORK 10011
                                 (212) 687-6787

         Address, including zip code, and telephone number, including
            area code, of registrant's principal executive offices)

                               OPUS360 CORPORATION
                             2000 STOCK OPTION PLAN

                               OPUS360 CORPORATION
                        2000 EMPLOYEE STOCK PURCHASE PLAN

                               OPUS360 CORPORATION
                 2000 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN

                               OPUS360 CORPORATION
                             1998 STOCK OPTION PLAN

                                PEOPLEMOVER, INC.
                            1999 STOCK INCENTIVE PLAN

AMENDED AND RESTATED NON-STATUTORY OPTION AGREEMENT DATED AS OF FEBRUARY 2, 2000
                BETWEEN OPUS360 CORPORATION AND RICHARD S. MILLER

            NON-STATUTORY OPTION AGREEMENT DATED AS OF MARCH 23, 2000
               BETWEEN OPUS360 CORPORATION AND DR. RAM CHILLAREGE

                            (Full title of the plans)
                               -------------------

                                 ARI B. HOROWITZ
                      CHAIRMAN AND CHIEF EXECUTIVE OFFICER
                               OPUS360 CORPORATION
                         39 WEST 13TH STREET, 3RD FLOOR
                            NEW YORK, NEW YORK 10011
                                 (212) 687-6787

      (Name, address, including zip code, and telephone number, including
                area code, of agent for service of process)

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

                                 WITH COPIES TO:

                              JOHN J. SUYDAM, ESQ.
                        O'SULLIVAN GRAEV & KARABELL, LLP
                              30 ROCKEFELLER PLAZA
                            NEW YORK, NEW YORK 10112
                                 (212) 408-2400
                               -------------------

<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE
=========================================== ====================== ===================== ===================== ==================

                                                                         PROPOSED              PROPOSED
                                                   AMOUNT                MAXIMUM               MAXIMUM            AMOUNT OF
             TITLE OF EACH CLASS OF                 TO BE             OFFERING PRICE          AGGREGATE          REGISTRATION
           SECURITIES TO BE REGISTERED           REGISTERED*          PER SHARE (1)         OFFERING PRICE           FEE
------------------------------------------- ---------------------- --------------------- --------------------- ------------------


=========================================== ====================== ===================== ===================== ==================
<S>                                           <C>                       <C>                <C>                    <C>
   Common Stock; $.001 par value              8,261,649 shares          $9.58/5.66         $57,101,867 (2)        $15,074.89
=========================================== ====================== ===================== ===================== ==================
   Common Stock; $.001 par value              2,250,000 shares            $5.66            $12,726,563 (3)        $ 3,359.81
=========================================== ====================== ===================== ===================== ==================
   Common Stock; $.001 par value              1,125,000 shares            $5.66            $ 6,363,281 (4)        $ 1,679.91
=========================================== ====================== ===================== ===================== ==================
   Common Stock; $.001 par value              5,388,351 shares            $2.13            $11,477,188 (5)        $ 3,029.98
=========================================== ====================== ===================== ===================== ==================
   Common Stock; $.001 par value              1,023,759 shares            $4.88            $ 4,999,397 (6)        $ 1,319.84
=========================================== ====================== ===================== ===================== ==================
   Common Stock; $.001 par value              1,174,582 shares          $2.66/8.00         $ 6,196,656 (7)        $ 1,635.92
=========================================== ====================== ===================== ===================== ==================
   Common Stock; $.001 par value               470,000 shares          $5.00/10.00         $ 3,450,000 (8)        $   910.80
=========================================== ====================== ===================== ===================== ==================
TOTAL REGISTRATION FEE:                                                                                           $27,011.15
=================================================================================================================================
</TABLE>

(1)      Plus an indeterminate number of additional shares which may be offered
         and issued to prevent dilution resulting from stock splits, stock
         dividends or similar transactions.

(2)      These shares are offered under the Opus360 Corporation 2000 Stock
         Option Plan. Pursuant to Rule 457 (c) and 457 (h)(1) the maximum
         aggregate offering price is calculated as the sum of (a) the product
         of 2,643,368 options outstanding and the weighted average strike price
         of approximately $9.58 per share, for an aggregate offering price of
         $25,323,465, and (b) the product of the remaining 5,618,281 shares
         under the plan and the average of the high and low prices for the
         Common Stock as quoted on the Nasdaq National Market on April 17, 2000,
         or $31,778,402, representing a maximum aggregate offering price of
         $57,101,867.

(3)      These shares are offered under the Opus360 Corporation 2000 Employee
         Stock Purchase Plan. Pursuant to Rule 457(c) and 457 (h)(1) the maximum
         aggregate offering price for the 2,250,000 shares issuable under the
         plan is calculated based upon the average of the bid and asked price as
         of April 17, 2000.

(4)      These shares are offered under the Opus360 Corporation 2000
         Non-Employee Directors' Stock Option Plan. Pursuant to Rule 457(c) and
         457(h)(1) the filing fee for the 1,125,000 shares issuable on the
         exercise of outstanding options under the plan is calculated based upon
         the the average of the high and low prices for the Common Stock as
         quoted on the Nasdaq National Market on April 17, 2000.

(5)      These shares are offered under our 1998 Stock Option Plan. Pursuant to
         Rule 457(h)(1) the maximum aggregate offering price for these shares
         is calculated based upon the the product of the 5,388,351 shares
         issuable and unexercised under existing grants as of the date hereof
         and the weighted average strike price thereof, which is $2.13, or
         $11,477,188.

(6)      These shares are offered under the PeopleMover, Inc.1999 Stock
         Incentive Plan. Pursuant to Rule 457(h)(1) the maximum aggregate
         offering price is based upon the 1,023,759 shares issuable on the
         exercise of outstanding options multiplied by the weighted
         average strike price of $4.88 per share.

(7)      These shares are offered under the Amended and Restated Non-Statutory
         Option Agreement dated as of February 2, 2000 between Opus360
         Corporation and Richard S. Miller. Pursuant to the agreement, and
         subject to the vesting provisions thereof, Mr. Miller has the right to
         purchase (i) up to 600,000 shares at a price of $2.67 per share and
         (ii) up to 574,582 shares at a price of $8.00 per share.

(8)      These shares are offered under the Non-Statutory Option Agreement dated
         as of March 23, 2000 between Opus360 Corporation and Dr. Ram
         Chillarege. Pursuant to the agreement, and subject to the vesting
         provisions thereof, Dr. Chillarege has the right to purchase up to (i)
         100,000 shares at an exercise price of $5.00; (ii) 150,000 shares at an
         exercise price of $5.00; and (iii) 220,000 shares at an exercise price
         of $10.00.

<PAGE>

                                     PART I

                           INFORMATION REQUIRED IN THE
                            SECTION 10(A) PROSPECTUS

ITEM  1.  PLAN INFORMATION. *
ITEM  2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION. *

         * The document(s) containing the information specified in Part I will
be sent or given to employees as specified by Rule 428(b)(1). Such documents are
not being filed with the Securities and Exchange Commission (the "Commission")
either as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424. Such documents and the documents incorporated
by reference in this Registration Statement pursuant to Item 3 of Part II of
this Form, taken together, constitute a prospectus that meets the requirements
of Section 10(a) of the Securities Act.



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM  3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         (a) The following documents, which have been filed by Opus360
Corporation, a Delaware corporation (the Registrant"), with the Commission, are
incorporated herein by reference:

                           (i) The Registrant's definitive Prospectus dated
                  April 7, 2000.

                           (ii) The description of the Common Stock contained
                  in the Registrant's Registration Statement on Form 8-A
                  (Amended), filed with the Commission pursuant to the Exchange
                  Act on April 3, 2000.

         (b) In addition, all documents filed by the Registrant with the
Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act,
subsequent to the date of this Registration Statement and prior to the filing of
a post-effective amendment 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 herein and to be part hereof from the
date of the filing of such documents.

ITEM  4.  DESCRIPTION OF SECURITIES

          Not applicable.

ITEM  5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         The O'Sullivan Graev & Karabell, LLP Profit Sharing Plan owns 60,000
shares of common stock of the Registrant.

ITEM  6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Section 145 of the Delaware General Corporation Law (the "DGCL")
authorizes a court to award, or a corporation's board of directors to grant,
indemnity to directors, officers and certain other persons in terms sufficiently
broad to permit such indemnification under certain circumstances for liabilities
(including reimbursement for expenses incurred) arising under the Securities Act
of 1933, as amended (the "Securities Act").


                                      II-1
<PAGE>


         Article VIII of the Registrant's Amended and Restated Certificate of
Incorporation and its By-Laws provide that, to the fullest extent permitted by
the laws of the State of Delaware, no director will be personally liable to the
Registrant or its stockholders for monetary damages for breach of fiduciary duty
as a director. Each person (and the heirs, executors or administrators of such
person) who was or is a party or is threatened to be made a party to, or is
involved in any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, by reason of the fact
that such person is or was a director or officer of the Registrant or is or was
serving at the request of the Registrant as a director or officer of another
corporation, partnership, joint venture, limited liability company, trust or
other enterprise, is entitled to be indemnified and held harmless by the
Registrant to the fullest extent permitted by Delaware Law; PROVIDED, HOWEVER,
that except for proceedings to enforce rights to indemnification, the Registrant
is not obligated to indemnify any such person (or the heirs, executors or
administrators of such person) in connection with any action, suit or proceeding
(or part thereof) initiated by such person unless such action, suit or
proceeding (or part thereof) was authorized or consented to by the Board of
Directors. The right to indemnification conferred in the Registrant's Amended
and Restated Certificate of Incorporation also includes the right to be paid by
the Registrant the expenses incurred in connection with any such proceeding in
advance of its final disposition to the fullest extent authorized by Delaware
Law.

          In addition, the Registrant maintains liability insurance for its
officers and directors.

ITEM  7.  EXEMPTION FROM REGISTRATION CLAIMED

          Not applicable.

ITEM  8.  EXHIBITS

          EXHIBIT                               DESCRIPTION
            NO.

     3.1         Amended and Restated Certificate of Incorporation of the
                 Registrant (incorporated by reference to Exhibit 3.2 to the
                 Registrant's Registration Statement on Form S-1 (Registration
                 No. 333-93185)).

     3.2         Amended By-Laws of the Registrant (incorporated by referenced
                 to Exhibit 3.4 to the Registrant's Registration Statement on
                 Form S-1 (Registration No.
                 333-93185)).

     4.1         Opus360 Corporation 2000 Stock Option Plan (incorporated by
                 referenced to Exhibit 10.24 to the Registrant's Registration
                 Statement on Form S-1 (Registration No.
                 333-93185)).

     4.2         Opus360 Corporation 2000 Employee Stock Purchase Plan
                 (incorporated by referenced to Exhibit 10.26 to the
                 Registrant's Registration Statement on Form S-1 (Registration
                 No. 333-93185)).

     4.3         Opus360 Corporation 2000 Non-Employee Directors' Stock Option
                 Plan (incorporated by referenced to Exhibit 10.25 to the
                 Registrant's Registration Statement on Form S-1 (Registration
                 No. 333-93185)).

     4.4         Opus360 Corporation 1998 Stock Option Plan (incorporated by
                 referenced to Exhibit 10.8 to the Registrant's Registration
                 Statement on Form S-1 (Registration No.
                 333-93185)).

     4.5         PeopleMover, Inc. 1999 Stock Incentive Plan (incorporated by
                 referenced to Exhibit 10.28 to the



                                      II-2
<PAGE>

                  Registrant's Registration Statement on Form S-1
                  (Registration No. 333-93185)).

     4.6         Amended and Restated Non-Statutory Option Agreement dated as of
                 February 2, 2000 between Opus360 Corporation and Richard S.
                 Miller (incorporated by referenced to Exhibit 10.33 to the
                 Registrant's Registration Statement on Form
                 S-1 (Registration No. 333-93185)).

     4.7         Non-Statutory Option Agreement dated as of March 23, 2000
                 between Opus360 Corporation and Dr. Ram Chillarege
                 (incorporated by referenced to Exhibit 10.32 to the
                 Registrant's Registration Statement on Form S-1
                 (Registration No. 333-93185))

     5.1         Opinion of O'Sullivan Graev & Karabell, LLP (including the
                 consent of such firm) regarding the legality of securities
                 being offered.

    23.1         Consent of O'Sullivan Graev & Karabell, LLP (included in their
                 opinion filed as Exhibit 5 hereto).

    23.2         Consent of KPMG LLP, independent auditors with respect to
                 Opus360 Corporation

    23.3         Consent of KPMG, independent auditors with respect to The
                 Churchill Benefit Corporation.

    23.4         Consent of PricewaterhouseCoopers independent auditors.

    24.1         Powers of Attorney (included on signature page).

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) To reflect in the prospectus any facts or events
                  arising after the effective date of the registration statement
                  (or the most recent post-effective amendment thereof) which,
                  individually or in the aggregate, represent a fundamental
                  change in the information set forth in the registration
                  statement. Notwithstanding the foregoing, any increase or
                  decrease in volume of securities offered (if the total dollar
                  value of securities offered would not exceed that which was
                  registered) and any deviation from the low or high end of the
                  estimated maximum offering range may be reflected in the form
                  of prospectus filed with the Commission pursuant to Rule
                  424(b) if, in the aggregate, the changes in volume and price
                  represent no more than 20 percent change in the maximum
                  aggregate offering price set forth in the "Calculation of
                  Registration Fee" table in the effective registration
                  statement;

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

PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
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.



                                      II-3
<PAGE>

                  (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 15(d) 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.

         (c) 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-4
<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 New York, State of New York, on this 17th day of
April, 2000.

                                    OPUS360 CORPORATION



                                    By: /s/ ARI B. HOROWITZ
                                        ------------------------------
                                        Ari B. Horowitz
                                        Chairman and Chief Executive Officer


                                POWER OF ATTORNEY

         We, the undersigned directors and/or officers of Opus360 Corporation
(the "Registrant"), hereby severally constitute and appoint Ari B. Horowitz and
Richard McCann, and each of them individually, with full powers of substitution
and resubstitution, our true and lawful attorneys, with full powers to each of
them to sign for us, in our names and in the capacities indicated below, this
Registration Statement on Form S-8, and any and all amendments to this
Registration Statement on Form S-8, and to file or cause to be filed the same,
with all exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys, and each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection therewith, as fully to all
intents and purposes as each of them might or could do in person, and hereby
ratifying and confirming all that said attorneys, and each of them, or their
substitute or substitutes, shall do or cause to be done by virtue of this Power
of Attorney. This power of attorney may be executed in counterparts.


         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.

        SIGNATURE                     TITLE                        DATE
                             Chairman of the Board and    April 17, 2000
                             Chief Executive Officer
                             (Principal Executive
/s/ Ari B. Horowitz          Officer)
-----------------------
Ari B. Horowitz
                             President, Chief             April 17, 2000
                             Operating Officer and
/s/ Richard S. Miller        Director
-----------------------
Richard S. Miller
                             Senior Vice President,       April 17, 2000
                             Chief Financial Officer,
                             and Secretary (Principal
                             Financial Officer and
                             Principal Accounting
/s/ Richard McCann           Officer)
-----------------------
Richard McCann


/s/ James Cannavino          Director                     April 18, 2000
-----------------------
James Cannavino


<PAGE>



/s/ Irwin Lieber             Director                     April 17, 2000
-----------------------
Irwin Lieber


/s/ Roger J. Weiss           Director                     April 18, 2000
-----------------------
Roger J. Weiss


/s/ Barry Rubenstein         Director                     April 18, 2000
-----------------------
Barry Rubenstein


/s/ William R. Nuti          Director                     April 17, 2000
-----------------------
William R. Nuti


/s/ John K. Halve            Director                     April 17, 2000
-----------------------
John K. Halvey


/s/ John L. Drew             Director                     April 18, 2000
-----------------------
John L. Drew


<PAGE>





ITEM  10. EXHIBITS

 EXHIBIT NO.                            DESCRIPTION

     3.1         Amended and Restated Certificate of Incorporation of the
                 Registrant (incorporated by reference to Exhibit 3.2 to the
                 Registrant's Registration Statement on Form S-1 (Registration
                 No. 333-93185)).

     3.2         Amended By-Laws of the Registrant (incorporated by referenced
                 to Exhibit 3.4 to the Registrant's Registration Statement on
                 Form S-1 (Registration No.
                 333-93185)).

     4.1         Opus360 Corporation 2000 Stock Option Plan (incorporated by
                 referenced to Exhibit 10.24 to the Registrant's Registration
                 Statement on Form S-1 (Registration No.
                 333-93185)).

     4.2         Opus360 Corporation 2000 Employee Stock Purchase Plan
                 (incorporated by referenced to Exhibit 10.26 to the
                 Registrant's Registration Statement on Form S-1 (Registration
                 No. 333-93185)).

     4.3         Opus360 Corporation 2000 Non-Employee Directors' Stock Option
                 Plan (incorporated by referenced to Exhibit 10.25 to the
                 Registrant's Registration Statement on Form S-1 (Registration
                 No. 333-93185)).

     4.4         Opus360 Corporation 1998 Stock Option Plan (incorporated by
                 referenced to Exhibit 10.8 to the Registrant's Registration
                 Statement on Form S-1 (Registration No.
                 333-93185)).

     4.5         PeopleMover, Inc. 1999 Stock Incentive Plan (incorporated by
                 referenced to Exhibit 10.28 to the Registrant's Registration
                 Statement on Form S-1 (Registration No.
                 333-93185)).

     4.6         Amended and Restated Non-Statutory Option Agreement dated as of
                 February 2, 2000 between Opus360 Corporation and Richard S.
                 Miller (incorporated by referenced to Exhibit 10.33 to the
                 Registrant's Registration Statement on Form
                 S-1 (Registration No. 333-93185)).

     4.7         Non-Statutory Option Agreement dated as of March 23, 2000
                 between Opus360 Corporation and Dr. Ram Chillarege
                 (incorporated by referenced to Exhibit 10.32 to the
                 Registrant's Registration Statement on Form S-1
                 (Registration No. 333-93185))

     5.1         Opinion of O'Sullivan Graev & Karabell, LLP (including the
                 consent of such firm) regarding the legality of securities
                 being offered.
<PAGE>

    23.1         Consent of O'Sullivan Graev & Karabell, LLP (included in their
                 opinion filed as Exhibit 5 hereto).

    23.2         Consent of KPMG LLP, independent auditors with respect to
                 Opus360 Corporation.

    23.3         Consent of KPMG LLP independent auditors with respect to
                 The Churchill Benefit Corporation.

    23.4         Consent of PricewaterhouseCoopers, independent auditors.

    24.1         Powers of Attorney (included on signature page).
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 29649}]
{"company-data": {"conformed-name": "OPUS360 CORP", "cik": "0001099674", "assigned-sic": "7389", "irs-number": "134023714", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-35472", "film-number": "607392"}, "business-address": {"street1": "733 THIRD AVE", "street2": "17TH FL", "city": "NEW YORK", "state": "NY", "zip": "10017", "phone": "2123012218"}, "mail-address": {"street1": "733 THIRD AVE", "street2": "17TH FL", "city": "NEW YORK", "state": "NY", "zip": "10017"}}
As filed with the Securities and
Exchange Commission on April 24, 2000              Registration No. 333-_____

================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                               -------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                               -------------------
                               OPUS360 CORPORATION
               (Exact name of registrant as specified in charter)
DELAWARE                              7389                                 13-4023714
(State or other jurisdiction of       (Primary Standard Industrial                  (I.R.S. Employer
 incorporation or organization)        Classification Code Number)               Identification Number)
-------------------

                         39 WEST 13TH STREET, 3RD FLOOR
                            NEW YORK, NEW YORK 10011
                                 (212) 687-6787

         Address, including zip code, and telephone number, including
            area code, of registrant's principal executive offices)

                               OPUS360 CORPORATION
                             2000 STOCK OPTION PLAN

                               OPUS360 CORPORATION
                        2000 EMPLOYEE STOCK PURCHASE PLAN

                               OPUS360 CORPORATION
                 2000 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN

                               OPUS360 CORPORATION
                             1998 STOCK OPTION PLAN

                                PEOPLEMOVER, INC.
                            1999 STOCK INCENTIVE PLAN

AMENDED AND RESTATED NON-STATUTORY OPTION AGREEMENT DATED AS OF FEBRUARY 2, 2000
                BETWEEN OPUS360 CORPORATION AND RICHARD S. MILLER

            NON-STATUTORY OPTION AGREEMENT DATED AS OF MARCH 23, 2000
               BETWEEN OPUS360 CORPORATION AND DR. RAM CHILLAREGE

                            (Full title of the plans)
                               -------------------

                                 ARI B. HOROWITZ
                      CHAIRMAN AND CHIEF EXECUTIVE OFFICER
                               OPUS360 CORPORATION
                         39 WEST 13TH STREET, 3RD FLOOR
                            NEW YORK, NEW YORK 10011
                                 (212) 687-6787

      (Name, address, including zip code, and telephone number, including
                area code, of agent for service of process)

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

                                 WITH COPIES TO:

                              JOHN J. SUYDAM, ESQ.
                        O'SULLIVAN GRAEV & KARABELL, LLP
                              30 ROCKEFELLER PLAZA
                            NEW YORK, NEW YORK 10112
                                 (212) 408-2400
                               -------------------
CALCULATION OF REGISTRATION FEE
=========================================== ====================== ===================== ===================== ==================

                                                                         PROPOSED              PROPOSED
                                                   AMOUNT                MAXIMUM               MAXIMUM            AMOUNT OF
             TITLE OF EACH CLASS OF                 TO BE             OFFERING PRICE          AGGREGATE          REGISTRATION
           SECURITIES TO BE REGISTERED           REGISTERED*          PER SHARE (1)         OFFERING PRICE           FEE
------------------------------------------- ---------------------- --------------------- --------------------- ------------------

=========================================== ====================== ===================== ===================== ==================
Common Stock; $.001 par value              8,261,649 shares          $9.58/5.66         $57,101,867 (2)        $15,074.89
=========================================== ====================== ===================== ===================== ==================
   Common Stock; $.001 par value              2,250,000 shares            $5.66            $12,726,563 (3)        $ 3,359.81
=========================================== ====================== ===================== ===================== ==================
   Common Stock; $.001 par value              1,125,000 shares            $5.66            $ 6,363,281 (4)        $ 1,679.91
=========================================== ====================== ===================== ===================== ==================
   Common Stock; $.001 par value              5,388,351 shares            $2.13            $11,477,188 (5)        $ 3,029.98
=========================================== ====================== ===================== ===================== ==================
   Common Stock; $.001 par value              1,023,759 shares            $4.88            $ 4,999,397 (6)        $ 1,319.84
=========================================== ====================== ===================== ===================== ==================
   Common Stock; $.001 par value              1,174,582 shares          $2.66/8.00         $ 6,196,656 (7)        $ 1,635.92
=========================================== ====================== ===================== ===================== ==================
   Common Stock; $.001 par value               470,000 shares          $5.00/10.00         $ 3,450,000 (8)        $   910.80
=========================================== ====================== ===================== ===================== ==================
TOTAL REGISTRATION FEE:                                                                                           $27,011.15
=================================================================================================================================
(1)      Plus an indeterminate number of additional shares which may be offered
         and issued to prevent dilution resulting from stock splits, stock
         dividends or similar transactions.

(2)      These shares are offered under the Opus360 Corporation 2000 Stock
         Option Plan. Pursuant to Rule 457 (c) and 457 (h)(1) the maximum
         aggregate offering price is calculated as the sum of (a) the product
         of 2,643,368 options outstanding and the weighted average strike price
         of approximately $9.58 per share, for an aggregate offering price of
         $25,323,465, and (b) the product of the remaining 5,618,281 shares
         under the plan and the average of the high and low prices for the
         Common Stock as quoted on the Nasdaq National Market on April 17, 2000,
         or $31,778,402, representing a maximum aggregate offering price of
         $57,101,867.

(3)      These shares are offered under the Opus360 Corporation 2000 Employee
         Stock Purchase Plan. Pursuant to Rule 457(c) and 457 (h)(1) the maximum
         aggregate offering price for the 2,250,000 shares issuable under the
         plan is calculated based upon the average of the bid and asked price as
         of April 17, 2000.

(4)      These shares are offered under the Opus360 Corporation 2000
         Non-Employee Directors' Stock Option Plan. Pursuant to Rule 457(c) and
         457(h)(1) the filing fee for the 1,125,000 shares issuable on the
         exercise of outstanding options under the plan is calculated based upon
         the the average of the high and low prices for the Common Stock as
         quoted on the Nasdaq National Market on April 17, 2000.

(5)      These shares are offered under our 1998 Stock Option Plan. Pursuant to
         Rule 457(h)(1) the maximum aggregate offering price for these shares
         is calculated based upon the the product of the 5,388,351 shares
         issuable and unexercised under existing grants as of the date hereof
         and the weighted average strike price thereof, which is $2.13, or
         $11,477,188.

(6)      These shares are offered under the PeopleMover, Inc.1999 Stock
         Incentive Plan. Pursuant to Rule 457(h)(1) the maximum aggregate
         offering price is based upon the 1,023,759 shares issuable on the
         exercise of outstanding options multiplied by the weighted
         average strike price of $4.88 per share.

(7)      These shares are offered under the Amended and Restated Non-Statutory
         Option Agreement dated as of February 2, 2000 between Opus360
         Corporation and Richard S. Miller. Pursuant to the agreement, and
         subject to the vesting provisions thereof, Mr. Miller has the right to
         purchase (i) up to 600,000 shares at a price of $2.67 per share and
         (ii) up to 574,582 shares at a price of $8.00 per share.

(8)      These shares are offered under the Non-Statutory Option Agreement dated
         as of March 23, 2000 between Opus360 Corporation and Dr. Ram
         Chillarege. Pursuant to the agreement, and subject to the vesting
         provisions thereof, Dr. Chillarege has the right to purchase up to (i)
         100,000 shares at an exercise price of $5.00; (ii) 150,000 shares at an
         exercise price of $5.00; and (iii) 220,000 shares at an exercise price
         of $10.00.
PART I

                           INFORMATION REQUIRED IN THE
                            SECTION 10(A) PROSPECTUS

ITEM  1.  PLAN INFORMATION. *
ITEM  2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION. *

         * The document(s) containing the information specified in Part I will
be sent or given to employees as specified by Rule 428(b)(1). Such documents are
not being filed with the Securities and Exchange Commission (the "Commission")
either as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424. Such documents and the documents incorporated
by reference in this Registration Statement pursuant to Item 3 of Part II of
this Form, taken together, constitute a prospectus that meets the requirements
of Section 10(a) of the Securities Act.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM  3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         (a) The following documents, which have been filed by Opus360
Corporation, a Delaware corporation (the Registrant"), with the Commission, are
incorporated herein by reference:

                           (i) The Registrant's definitive Prospectus dated
                  April 7, 2000.

                           (ii) The description of the Common Stock contained
                  in the Registrant's Registration Statement on Form 8-A
                  (Amended), filed with the Commission pursuant to the Exchange
                  Act on April 3, 2000.

         (b) In addition, all documents filed by the Registrant with the
Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act,
subsequent to the date of this Registration Statement and prior to the filing of
a post-effective amendment 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 herein and to be part hereof from the
date of the filing of such documents.

ITEM  4.  DESCRIPTION OF SECURITIES

          Not applicable.

ITEM  5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         The O'Sullivan Graev & Karabell, LLP Profit Sharing Plan owns 60,000
shares of common stock of the Registrant.

ITEM  6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Section 145 of the Delaware General Corporation Law (the "DGCL")
authorizes a court to award, or a corporation's board of directors to grant,
indemnity to directors, officers and certain other persons in terms sufficiently
broad to permit such indemnification under certain circumstances for liabilities
(including reimbursement for expenses incurred) arising under the Securities Act
of 1933, as amended (the "Securities Act").

                                      II-1
Article VIII of the Registrant's Amended and Restated Certificate of
Incorporation and its By-Laws provide that, to the fullest extent permitted by
the laws of the State of Delaware, no director will be personally liable to the
Registrant or its stockholders for monetary damages for breach of fiduciary duty
as a director. Each person (and the heirs, executors or administrators of such
person) who was or is a party or is threatened to be made a party to, or is
involved in any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, by reason of the fact
that such person is or was a director or officer of the Registrant or is or was
serving at the request of the Registrant as a director or officer of another
corporation, partnership, joint venture, limited liability company, trust or
other enterprise, is entitled to be indemnified and held harmless by the
Registrant to the fullest extent permitted by Delaware Law; PROVIDED, HOWEVER,
that except for proceedings to enforce rights to indemnification, the Registrant
is not obligated to indemnify any such person (or the heirs, executors or
administrators of such person) in connection with any action, suit or proceeding
(or part thereof) initiated by such person unless such action, suit or
proceeding (or part thereof) was authorized or consented to by the Board of
Directors. The right to indemnification conferred in the Registrant's Amended
and Restated Certificate of Incorporation also includes the right to be paid by
the Registrant the expenses incurred in connection with any such proceeding in
advance of its final disposition to the fullest extent authorized by Delaware
Law.

          In addition, the Registrant maintains liability insurance for its
officers and directors.

ITEM  7.  EXEMPTION FROM REGISTRATION CLAIMED

          Not applicable.

ITEM  8.  EXHIBITS

          EXHIBIT                               DESCRIPTION
            NO.

     3.1         Amended and Restated Certificate of Incorporation of the
                 Registrant (incorporated by reference to Exhibit 3.2 to the
                 Registrant's Registration Statement on Form S-1 (Registration
                 No. 333-93185)).

     3.2         Amended By-Laws of the Registrant (incorporated by referenced
                 to Exhibit 3.4 to the Registrant's Registration Statement on
                 Form S-1 (Registration No.
                 333-93185)).

     4.1         Opus360 Corporation 2000 Stock Option Plan (incorporated by
                 referenced to Exhibit 10.24 to the Registrant's Registration
                 Statement on Form S-1 (Registration No.
                 333-93185)).

     4.2         Opus360 Corporation 2000 Employee Stock Purchase Plan
                 (incorporated by referenced to Exhibit 10.26 to the
                 Registrant's Registration Statement on Form S-1 (Registration
                 No. 333-93185)).

     4.3         Opus360 Corporation 2000 Non-Employee Directors' Stock Option
                 Plan (incorporated by referenced to Exhibit 10.25 to the
                 Registrant's Registration Statement on Form S-1 (Registration
                 No. 333-93185)).

     4.4         Opus360 Corporation 1998 Stock Option Plan (incorporated by
                 referenced to Exhibit 10.8 to the Registrant's Registration
                 Statement on Form S-1 (Registration No.
                 333-93185)).

     4.5         PeopleMover, Inc. 1999 Stock Incentive Plan (incorporated by
                 referenced to Exhibit 10.28 to the

                                      II-2
Registrant's Registration Statement on Form S-1
                  (Registration No. 333-93185)).

     4.6         Amended and Restated Non-Statutory Option Agreement dated as of
                 February 2, 2000 between Opus360 Corporation and Richard S.
                 Miller (incorporated by referenced to Exhibit 10.33 to the
                 Registrant's Registration Statement on Form
                 S-1 (Registration No. 333-93185)).

     4.7         Non-Statutory Option Agreement dated as of March 23, 2000
                 between Opus360 Corporation and Dr. Ram Chillarege
                 (incorporated by referenced to Exhibit 10.32 to the
                 Registrant's Registration Statement on Form S-1
                 (Registration No. 333-93185))

     5.1         Opinion of O'Sullivan Graev & Karabell, LLP (including the
                 consent of such firm) regarding the legality of securities
                 being offered.

    23.1         Consent of O'Sullivan Graev & Karabell, LLP (included in their
                 opinion filed as Exhibit 5 hereto).

    23.2         Consent of KPMG LLP, independent auditors with respect to
                 Opus360 Corporation

    23.3         Consent of KPMG, independent auditors with respect to The
                 Churchill Benefit Corporation.

    23.4         Consent of PricewaterhouseCoopers independent auditors.

    24.1         Powers of Attorney (included on signature page).

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) To reflect in the prospectus any facts or events
                  arising after the effective date of the registration statement
                  (or the most recent post-effective amendment thereof) which,
                  individually or in the aggregate, represent a fundamental
                  change in the information set forth in the registration
                  statement. Notwithstanding the foregoing, any increase or
                  decrease in volume of securities offered (if the total dollar
                  value of securities offered would not exceed that which was
                  registered) and any deviation from the low or high end of the
                  estimated maximum offering range may be reflected in the form
                  of prospectus filed with the Commission pursuant to Rule
                  424(b) if, in the aggregate, the changes in volume and price
                  represent no more than 20 percent change in the maximum
                  aggregate offering price set forth in the "Calculation of
                  Registration Fee" table in the effective registration
                  statement;

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

PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
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.

                                      II-3
(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 15(d) 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.

         (c) 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-4
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 New York, State of New York, on this 17th day of
April, 2000.

                                    OPUS360 CORPORATION

                                    By: /s/ ARI B. HOROWITZ
                                        ------------------------------
                                        Ari B. Horowitz
                                        Chairman and Chief Executive Officer

                                POWER OF ATTORNEY

         We, the undersigned directors and/or officers of Opus360 Corporation
(the "Registrant"), hereby severally constitute and appoint Ari B. Horowitz and
Richard McCann, and each of them individually, with full powers of substitution
and resubstitution, our true and lawful attorneys, with full powers to each of
them to sign for us, in our names and in the capacities indicated below, this
Registration Statement on Form S-8, and any and all amendments to this
Registration Statement on Form S-8, and to file or cause to be filed the same,
with all exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys, and each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection therewith, as fully to all
intents and purposes as each of them might or could do in person, and hereby
ratifying and confirming all that said attorneys, and each of them, or their
substitute or substitutes, shall do or cause to be done by virtue of this Power
of Attorney. This power of attorney may be executed in counterparts.

         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.

        SIGNATURE                     TITLE                        DATE
                             Chairman of the Board and    April 17, 2000
                             Chief Executive Officer
                             (Principal Executive
/s/ Ari B. Horowitz          Officer)
-----------------------
Ari B. Horowitz
                             President, Chief             April 17, 2000
                             Operating Officer and
/s/ Richard S. Miller        Director
-----------------------
Richard S. Miller
                             Senior Vice President,       April 17, 2000
                             Chief Financial Officer,
                             and Secretary (Principal
                             Financial Officer and
                             Principal Accounting
/s/ Richard McCann           Officer)
-----------------------
Richard McCann

/s/ James Cannavino          Director                     April 18, 2000
-----------------------
James Cannavino
/s/ Irwin Lieber             Director                     April 17, 2000
-----------------------
Irwin Lieber

/s/ Roger J. Weiss           Director                     April 18, 2000
-----------------------
Roger J. Weiss

/s/ Barry Rubenstein         Director                     April 18, 2000
-----------------------
Barry Rubenstein

/s/ William R. Nuti          Director                     April 17, 2000
-----------------------
William R. Nuti

/s/ John K. Halve            Director                     April 17, 2000
-----------------------
John K. Halvey

/s/ John L. Drew             Director                     April 18, 2000
-----------------------
John L. Drew
ITEM  10. EXHIBITS

 EXHIBIT NO.                            DESCRIPTION

     3.1         Amended and Restated Certificate of Incorporation of the
                 Registrant (incorporated by reference to Exhibit 3.2 to the
                 Registrant's Registration Statement on Form S-1 (Registration
                 No. 333-93185)).

     3.2         Amended By-Laws of the Registrant (incorporated by referenced
                 to Exhibit 3.4 to the Registrant's Registration Statement on
                 Form S-1 (Registration No.
                 333-93185)).

     4.1         Opus360 Corporation 2000 Stock Option Plan (incorporated by
                 referenced to Exhibit 10.24 to the Registrant's Registration
                 Statement on Form S-1 (Registration No.
                 333-93185)).

     4.2         Opus360 Corporation 2000 Employee Stock Purchase Plan
                 (incorporated by referenced to Exhibit 10.26 to the
                 Registrant's Registration Statement on Form S-1 (Registration
                 No. 333-93185)).

     4.3         Opus360 Corporation 2000 Non-Employee Directors' Stock Option
                 Plan (incorporated by referenced to Exhibit 10.25 to the
                 Registrant's Registration Statement on Form S-1 (Registration
                 No. 333-93185)).

     4.4         Opus360 Corporation 1998 Stock Option Plan (incorporated by
                 referenced to Exhibit 10.8 to the Registrant's Registration
                 Statement on Form S-1 (Registration No.
                 333-93185)).

     4.5         PeopleMover, Inc. 1999 Stock Incentive Plan (incorporated by
                 referenced to Exhibit 10.28 to the Registrant's Registration
                 Statement on Form S-1 (Registration No.
                 333-93185)).

     4.6         Amended and Restated Non-Statutory Option Agreement dated as of
                 February 2, 2000 between Opus360 Corporation and Richard S.
                 Miller (incorporated by referenced to Exhibit 10.33 to the
                 Registrant's Registration Statement on Form
                 S-1 (Registration No. 333-93185)).

     4.7         Non-Statutory Option Agreement dated as of March 23, 2000
                 between Opus360 Corporation and Dr. Ram Chillarege
                 (incorporated by referenced to Exhibit 10.32 to the
                 Registrant's Registration Statement on Form S-1
                 (Registration No. 333-93185))

     5.1         Opinion of O'Sullivan Graev & Karabell, LLP (including the
                 consent of such firm) regarding the legality of securities
                 being offered.
23.1         Consent of O'Sullivan Graev & Karabell, LLP (included in their
                 opinion filed as Exhibit 5 hereto).

    23.2         Consent of KPMG LLP, independent auditors with respect to
                 Opus360 Corporation.

    23.3         Consent of KPMG LLP independent auditors with respect to
                 The Churchill Benefit Corporation.

    23.4         Consent of PricewaterhouseCoopers, independent auditors.

    24.1         Powers of Attorney (included on signature page).