As filed with the Securities and Exchange Commission on March 5, 1998

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                -----------------
                 
                                    FORM S-8
                             REGISTRATION STATEMENT
                        Under the Securities Act of 1933

                                 ATEC GROUP INC.
             (Exact name of registrant as specified in its charter)
 
         Delaware                       5045                     13-3679659
(State or other jurisdiction     (Primary Standard            (I.R.S. Employer 
   of incorporation or        Industrial Classification      Identification No.)
      organization)                 Code Number)

                                 90 Adams Street
                            Hauppauge, New York 11716
                                 (516) 231-2832
                  (Address and Telephone Number of Registrant's
                     Principal Executive Office)(Zip Code)

                                 ATEC GROUP INC.
                         1997 EMPLOYEE STOCK OPTION PLAN
                       (1,200,000 shares of Common Stock)

                            (full title of the plan)

                    Surinder Rametra, Chief Executive Officer
                                 ATEC Group Inc.
                                 90 Adams Street
                            Hauppauge, New York 11716
                                 (516) 231-2832
  (Name, Address & Telephone number, including area code, of agent for service)

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

                                   Copies to:

                   Silverman, Collura, Chernis & Balzano, P.C.
                       381 Park Avenue South - Suite 1601
                            New York, New York 10016
                                 (212) 779-8600

<PAGE>

                         CALCULATION OF REGISTRATION FEE

--------------------------------------------------------------------------------
                                 Proposed        Proposed
Title of         Amount          maximum         maximum            Amount of
securities to    to be           offering price  aggregate          registration
be registered    registered(2)   per share (1)   offering price (1) fee
--------------------------------------------------------------------------------
Common Stock(1)  1,200,000       3.9375          4,725,000          $1,431.82
--------------------------------------------------------------------------------

(1)  Calculated in accordance  with  457(h)(1)  using the average of the closing
price for the Common Stock as reported on the NASDAQ  SmallCap  Market System on
March 2, 1998.

(2) Adjusted to give effect to the Company's  December 1997 one for five reverse
stock split.


                                       2
<PAGE>

          PART 1 - INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

      The documents containing information specified in Part 1 (plan information
and registrant  information)  will be sent or given to employees as specified by
Rule  428(b)(1).  Such  documents  need not be filed  with  the  Securities  and
Exchange  Commission  either  as  part  of  this  registration  statement  or as
prospectuses or prospectus supplements pursuant to Rule 424. These documents and
the documents  incorporated by reference in this registration statement pursuant
to Item 3 of Part 2 of this form taken  together  constitute a  prospectus  that
meets the  requirements  of  Section  10(a) of the  Securities  Act of 1933,  as
amended.


                                       3
<PAGE>

                                 ATEC GROUP INC.

              Cross-Reference Sheet Showing Location in Prospectus
                  of Information Required by Items of Form S-8

Form S-8 Items and Heading                             Location in Prospectus
--------------------------                             ----------------------

1.  Forepart of the Registration Statement             
    and Outside Front Cover Page of Prospectus.......  Front cover Page
                                                       
2.  Inside Front And Outside Back Cover..............  Inside Front cover Page
                                                       
3.  Summary Information, Risk Factors and Ratio        
    of Earnings to Fixed Charges.....................  The Company
                                                       
4.  Use of Proceeds..................................  Not Applicable
                                                       
5.  Determination of Offering Price..................  Not Applicable
                                                       
6.  Dilution.........................................  Not Applicable
                                                       
7.  Selling Security Holders.........................  Selling Stockholders
                                                       
8.  Plan of Distribution.............................  Plan of Distribution
                                                       
9.  Description of Securities to be Registered  .....  Description of Securities
                                                       
10. Interest of Named Experts and Counsel............  Legal Matters
                                                       
11. Material Changes.................................  Not Applicable
                                                       
12. Incorporation of Certain Information by            
    Reference........................................  Incorporation of
                                                       Certain Documents by
                                                       Reference
13. Disclosure of Commission Position on               
    Indemnification for Securities Act                 
    Liabilities......................................  Indemnification of
                                                       Directors and Officers


                                       4
<PAGE>

RE-OFFER PROSPECTUS

                                 ATEC GROUP INC.
                                 90 Adams Avenue
                            Hauppauge, New York 11788

                  A Maximum of 1,200,000 Shares of Common Stock

      This Prospectus relates to offers and sales by certain officers, directors
and  shareholders of ATEC Group Inc., a Delaware  corporation  (the  "Company"),
named herein or to be named supplementally, who may be deemed to be "affiliates"
of the  Company  as  defined in Rule 405 under the  Securities  Act of 1933,  as
amended,  (the  "Securities  Act") and certain  employees  of the  Company  (the
certain officers,  directors,  shareholders and employees together are hereafter
collectively  referred  to as the  "Selling  Stockholders"),  of  shares  of the
Company's  Common  Stock,  $.01 par value (the "Common  Stock"),  that have been
and/or may be acquired by such persons upon exercise of stock options granted to
them or purchased by them pursuant to the Company's  1997 Employee  Stock Option
Plan (the  "Plan").  The shares that have been and/or may be so acquired by such
persons  pursuant  to the  Plan who are  employees  of the  Company  who are not
affiliates are herein referred to as the "Option Shares" and the shares acquired
by officers,  directors and/or shareholder of the Company who are affiliates are
herein referred to as the "Restricted  Shares".  All references to shares of the
Company's  Common Stock in this  Prospectus have been adjusted to give effect to
the Company's one for five November 1997 reverse stock split.

      The Option Shares and Restricted Shares may be offered hereby from time to
time by any and all of the  Selling  Stockholders,  named  herein or to be named
supplementally,  for their own  benefit.  The Company will receive no portion of
the proceeds of sales made hereunder.  All expenses of registration  incurred in
connection  with this  offering are being borne by the Company,  but all selling
and other expenses  incurred by the Selling  Stockholders  will be borne by such
Selling Stockholders.

      All or a portion  of the  shares of Common  Stock  offered  hereby  may be
offered  for sale,  from time to time,  on the  NASDAQ  SmallCap  Market  System
("Nasdaq"),  or  otherwise  as  described  herein,  at  prices  and  terms  then
obtainable (see "Plan of Distribution").  All brokers' commissions,  concessions
or discounts will be paid by the Selling Stockholders.

      The Selling Stockholders and any broker executing selling orders on behalf
of the  Selling  Stockholders  may be deemed to be an  "underwriter"  within the
meaning of the  Securities  Act,  in which  event  commissions  received by such
broker may be deemed to be underwriting commissions under the Securities Act.

      The Common Stock is listed on Nasdaq  under the symbol  ATEC.  On March 2,
1998,  the last reported sale price of the Company's  Common Stock on Nasdaq was
$3.9375.

THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE SECURITIES AND
EXCHANGE  COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

                 The date of this Prospectus is March __, 1998.


                                       5
<PAGE>

                               TABLE OF CONTENTS

                                                                            Page
                                                                            ----

Available Information......................................................    7
                                                                              
The Company................................................................    8
                                                                              
Risk Factors...............................................................    9
                                                                              
Selling Stockholders.......................................................   14
                                                                              
Transfer Agent and Registrar...............................................   16
                                                                              
Plan of Distribution.......................................................   16
                                                                              
Incorporation of Certain Documents by Reference............................   16
                                                                              
Legal Matters..............................................................   17
                                                                              
Experts....................................................................   17
                                                                              
Indemnification of Directors and Officers..................................   17


                                       6
<PAGE>

      No  person  is  authorized  to  give  any   information  or  to  make  any
representation,  other than those  contained in this  Prospectus,  in connection
with the offering  described herein,  and, if given or made, such information or
representations must not be relied upon as having been authorized by the Company
or the Selling  Stockholders.  This  Prospectus  does not constitute an offer to
sell, or a solicitation of an offer to buy, nor shall there be any sale of these
securities  by any person in any  jurisdiction  in which it is unlawful for such
person to make such offer,  solicitation  or sale.  Neither the delivery of this
Prospectus nor any sale made hereunder shall under any  circumstances  create an
implication  that the  information  contained  herein is  correct as of any time
subsequent to the date hereof.

                             AVAILABLE INFORMATION

      The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 (the  "Exchange  Act") and in accordance  therewith,  files
reports, proxy statements and other information with the Securities and Exchange
Commission  (the  "Commission").   Such  reports,  proxy  statements  and  other
information  can be  inspected  and  copied  at the  Commission  at  Room  1024,
Judiciary  Plaza,  450 Fifth Street,  N.W.,  Washington,  D.C. 20549, and at the
Commission's  regional offices at Room 1204,  Everett McKinley Dirksen Building,
219 South Dearborn  Street,  Chicago,  Illinois 60604; and 7 World Trade Center,
Suite  1300,  New York,  New York  10048.  Copies of such  material  can also be
obtained at prescribed rates from the Public Reference Section of the Commission
at its principal office at 450 Fifth Street, N.W., Washington, D.C. 20549.

      This  Prospectus  does not contain all of the information set forth in the
Registration Statements of which this Prospectus is a part and which the Company
has filed with the  Commission.  For  further  information  with  respect to the
Company and the securities offered hereby, reference is made to the Registration
Statement,  including the exhibits filed as a part thereof,  copies of which can
be  inspected  at, or obtained  at  prescribed  rates from the Public  Reference
Section of the  Commission at the address set forth above.  Additional  updating
information  with  respect to the Company may be provided in the future by means
of appendices or supplements to the Prospectus.

      The Company hereby  undertakes to provide without charge to each person to
whom a copy of this  Prospectus  is  delivered,  upon written or oral request of
such person,  a copy of any and all of the  information  that has been or may be
incorporated  herein by reference  (other than exhibits to such documents unless
such exhibits are  specifically  incorporated by reference into such documents).
Requests should be directed to ATEC Group Inc., 90 Adams Avenue,  Hauppauge, New
York 11788 (516) 231-2832.


                                       7
<PAGE>

                                  THE COMPANY

      ATEC Group, Inc. (the "Company" or "ATEC"), is a leading system integrator
and provider of a full line of computer and information  technology products and
services  to  business,  professionals,   government  agencies  and  educational
institutions.  The Company has experienced rapid growth over the past few years.
The Company focuses on core  competencies  including  system design,  high speed
data transmission, LAN/WAN, video conferencing and Internet/Intranet technology.
Some  projects  currently  under  review  are Year  2000  Modifications  and ATM
Re-Engineering of Fiber-Optic Backbone Networks.

      ATEC offers a full spectrum of services and support which,  it believes is
of  critical  importance  in the current  market  environment  to the  Company's
customers.  The integration of networks,  multimedia,  video conferencing,  high
volume storage  information  and  communication  systems,  has, in the Company's
opinion, necessitated technical support and continued client relations after the
initial  purchase.  In today's  market,  ATEC believes  that most  consumers and
business  users do not  possess the time to  investigate  and locate the various
computer  components  necessary to establish an integrated  computer system. The
Company therefore  strives to service all of its clients'  technology needs in a
cost effective manner.

      ATEC's  marketing  strategy  is to  educate  business  clients  as to  the
Company's  ability to provide a "one-stop  solution" to all computer  needs from
the initial  purchase and  installation  processes  through required service and
maintenance and future expansion  requirements.  The Company's  subsidiaries are
authorized  sales and service dealers for all major  manufacturers.  The company
sells  to its  customers  an  extensive  selection  of  computer  products  at a
competitive  combination  of price and service.  The Company  offers over 10,000
computer  products from over 500  manufactures  including IBM,  Compaq,  Hewlett
Packard, Apple, DEC, Hughes Networks, Microsoft, Novell, Oracle, Sybase, Toshiba
and many more.

      The  Company's  corporate  headquarters  are  located at 90 Adams  Avenue,
Hauppauge, New York 11788. The Company's telephone number is (516) 231-2832.


                                       8
<PAGE>

                                  RISK FACTORS

      The securities offered hereby are speculative and involve a high degree of
risk,  including,  but not  necessarily  limited to, the risk factors  described
below.  Prospective  investors must carefully consider,  among other things, the
following factors in evaluating an investment in the Company's securities.

      1. Microcomputer Industry Conditions.  The microcomputer industry has been
characterized  by intense price  cutting  among the major  hardware and software
vendors which could  materially  adversely affect the Company's future operating
results.  Given the  Company's  limited  financial  resources,  its  anticipated
expenses and the highly  competitive  environment in which the Company operates,
there can be no assurance that the Company's current rate of revenue growth will
continue  in the future or that the  Company's  future  operations  will  remain
profitable.  The  Company's  future  results of operations  are  dependent  upon
continued demand for  microcomputer  products.  This industry  experienced rapid
growth  until 1988 and  thereafter  has grown at a  substantially  slower  rate.
Distributors in the  microcomputer  industry  currently face a number of adverse
business  conditions,  including  price and gross profit  margin  pressures  and
market consolidation.  During the past six years all major hardware vendors have
instituted  extremely aggressive price reductions in response to lower component
costs and discount pricing by certain microcomputer manufacturers. The increased
price  competition  among major hardware vendors had resulted in declining gross
margins for many  microcomputer  distributors  and may result in a reduction  in
existing vendor  subsidies.  Management of the Company believes,  however,  that
these current  conditions,  which are forcing  certain of the  Company's  direct
competitors  out of  business,  may present the Company  with  opportunities  to
expand its business.  There can be no assurance that the Company will be able to
continue  to  compete  effectively  in this  industry  given the  intense  price
reductions and competition currently existing in the microcomputer industry.

      2.  Competition.  The  microcomputer  market  is highly  competitive.  The
Company is in direct competition with local,  regional and national distributors
of microcomputer  products and related  services.  Several of these  competitors
offer most of the same basic products as the Company. In addition, the tri-state
Metropolitan  New York area,  to which the  Company  markets  its  products  and
services,  is  particularly   characterized  by  highly  discounted  pricing  on
microcomputer  products from various sources of  competition.  The Company faces
competition from  microcomputer  vendors that sell their products through direct
sales forces and from  manufacturers  and distributors that emphasize mail order
and telemarketing. The Company has an insignificant market share of sales in the
microcomputer industry and the service markets which the Company serves. Certain
of  the  Company's   competitors   on  the  regional  and  national   level  are
substantially  larger, have more personnel and have materially greater financial
and marketing  resources than the Company and operate within a larger geographic
area than does the Company.  Accordingly,  there can be no assurance the Company
will be able to continue to compete effectively in the marketplace.


                                       9
<PAGE>

      3.  Dependence  on  Suppliers.  The  Company is an  authorized  dealer for
microcomputers and related products of more than twenty five manufacturers.  The
Company's  authorized  dealer agreements with suppliers are typically subject to
periodic  renewal and to  termination  on short notice or  immediately  upon the
occurrence of certain  events.  The dealer  agreements also provide for periodic
audits by the supplier.  A supplier  could also  terminate an authorized  dealer
agreement for reasons unrelated to the Company's  performance.  In addition, the
Company  competes with other  suppliers to obtain products on the most favorable
contract terms, which are often available only to companies substantially larger
than the  Company.  The loss of a major  supplier  or the  deterioration  of the
Company's  relationship with those major suppliers whose products are in demand,
or a change in  current  terms of its  dealer  agreements  could have a material
adverse effect on the Company's business.

      4. Proposed  Expansion.  The Company intends to continue to seek to expand
its current  level of  operations  through  acquisitions.  While the Company has
grown during the last several years,  there can be no assurance that the Company
will be able to further  expand its  operations  successfully.  Expansion of the
Company's operations will depend on, among other things, the continued growth of
the  microcomputer  industry,  the Company's  ability to withstand intense price
competition,  its ability to obtain new  clients,  retain  skilled  technicians,
engineers,  sales  and other  personnel  in order to expand  its  technical  and
marketing  capabilities,  secure adequate  sources of products which are then in
demand on commercially  reasonable terms,  successfully manage growth (including
monitoring  an  expanded  level of  operations  and  controlling  costs) and the
availability of adequate financing.

      The Company seeks to expand its operations through potential acquisitions.
The Company  previously  reviewed  various  potential  acquisitions and believes
there are numerous opportunities  presently available. In June 1996, the Company
acquired  Innovative  Business  Micros,  Inc.  ("Innovative").  There  can be no
assurance  that the  Company  will be able to effect any other  acquisitions  or
that,  if the  Company  is able to effect any  acquisitions,  it will be able to
successfully  integrate into its operations any acquired business and expand the
Company's operations.  Moreover,  the Innovative  acquisition is a related party
transaction  which was not negotiated on an arms-length  basis.  There can be no
assurance that the  consideration  paid by the Company for Innovative  would not
have been at a more  beneficial  rate had the  Company and  Innovative  not been
affiliated parties. The Company may use authorized but unissued Common Shares to
purchase businesses or assets of companies.  In the event that the Company makes
an  acquisition  through a  leveraged  transaction,  of which it has no  present
intention,  there can be no  assurance  that the  Company  will have  sufficient
income to satisfy the interest payments.  If the Company enters into a leveraged
transaction and does not have sufficient  income to meet interest  payments they
would have to be paid from proceeds of this offering.

      5.   Technological   Change.   The   microcomputer   products   market  is
characterized  by rapid  technological  change and frequent  introduction of new
products and product enhancements. The Company's ability to compete successfully
depends,  in large part,  on its ability to obtain  products  when needed and on
favorable  terms from those  suppliers  and  vendors  which are able to adapt to
technological changes and advances in the microcomputer


                                       10
<PAGE>

industry.  The Company has access to state-of-the-art  technical databases which
provide it with information concerning technological advances from major vendors
as soon as it is  published.  While this allows the Company the  flexibility  to
shift  rapidly from one vendor to another,  there can be no  assurance  that the
Company's   current   vendors  and  suppliers   will  be  able  to  achieve  the
technological  advances necessary to remain competitive or that the Company will
be able to obtain  authorizations from new vendors or for new products that gain
market  acceptance.  There can be no assurance  that the Company will be able to
continue  to keep pace with the  technological  demands  of the  marketplace  to
successfully  enhance its outsourced  support services to be compatible with new
microcomputer products.

      6. Dependence on Certain Vendors.  The Company does not have any customers
which account for more than 5% of its sales revenues.  However, for Fiscal 1997,
approximately 28% of the Company's purchases were from one vendor, Computerland,
Inc.  The loss of a major  vendor  could be expected to have a material  adverse
effect on the Company's  operations  during the short-term until the Company was
able to generate  replacement  sources,  although  there can be no  assurance of
obtaining such sources.

      7. Possible Need for  Additional  Financing.  Depending upon the Company's
then current level of sales,  the Company may require  additional funds in order
to expand its activities.  The Company anticipates,  based on currently proposed
plans and assumptions relating to this operation,  that projected cash flow from
operations and currently available financing arrangements, will be sufficient to
satisfy its contemplated  cash  requirements for at least the next 12 months. In
the event that the Company's plans change or its assumptions  change or prove to
be inaccurate,  or if the projected cash flow proves to be  insufficient to fund
operations (due to  unanticipated  expenses,  possible  acquisitions,  technical
problems or  difficulties  or  otherwise),  the Company may find it necessary or
advisable to seek  additional  funding and/or to reallocate some of the proceeds
or to use portions  thereof for other  purposes.  There can be no assurance that
additional  financing,  whether debt or equity, will be available to the Company
on commercially reasonable terms, or at all.

      Even if additional  financing were available,  the Company may not be able
to obtain  any  additional  financing,  since all of the  Company's  assets  are
pledged to secure the outstanding bank  indebtedness  inventory  financing and a
credit line,  respectively.  Any inability to obtain additional  financing could
have a material adverse effect on the Company,  including possibly requiring the
Company to significantly curtail its planned expansion.

      8.  Marketing  Capability.  Substantially  all of the Company's  marketing
activities are being conducted by its officers,  directors and limited number of
salespersons.  Management  will continue to devote a substantial  amount of time
developing and maintaining  continuing personal relationships with the Company's
customers.  The Company's growth prospects,  however,  will be largely dependent
upon the Company's  ability to achieve greater  penetration of the Microcomputer
industry.  Achieving  market  penetration will require the Company to be able to
attract skilled marketing personnel.


                                       11
<PAGE>

      9. Lack of  Patents  and  Proprietary  Protection.  The  Company  holds no
patents and has no  trademarks  or  copyrights  registered  in the United States
Patent and Trademark  Office or in any state.  While such  protection may become
important to the Company,  it is not considered  essential to the success of its
business. The Company relies on the know-how, experience and capabilities of its
management personnel.  Without trademark and copyright protection,  however, the
Company  has no  protection  from  other  parties  attempting  to offer  similar
services.  The Company has access to  state-of-the-art  technical  databases  of
various leading vendors, which enables it to learn of technical breakthroughs as
soon as they are published;  however,  the Company has no  proprietary  right to
these databases.

      10. Control by Current  Management.  The Company's  officers and directors
currently possess voting rights representing  approximately 34% of the Company's
outstanding voting securities.  Accordingly, the Company's current management is
able to exercise substantial control over the Company including  influencing the
election of the Company's directors,  and generally directing the affairs of the
Company.

      11.  Dependence  on Key  Personnel.  The success of the Company is largely
dependent  on the  personal  efforts  of  Surinder  Rametra  and Ashok  Rametra.
Although the Company has entered into employment agreements with Messrs. Rametra
and Rametra,  the loss of their services could have a material adverse effect on
the Company's  business and  prospects.  The Company does not maintain "key man"
life insurance on the lives of Messrs.  Rametra and Rametra.  The success of the
Company  is also  dependent  upon  its  ability  to hire and  retain  additional
qualified  engineering,  technical  and  marketing  personnel.  There  can be no
assurance  that  the  Company  will be able to  hire or  retain  such  necessary
personnel in the future.

      12. No  Dividends.  The  Company  has not paid any cash  dividends  on its
Common Shares and does not expect to declare or pay any cash or other  dividends
in the foreseeable future.

      13.  Possible  Volatility of Common Share Price.  The market price for the
Company's  securities has been and may at times continue to be highly  volatile.
Factors such as the Company's financial results, introduction of new products in
the  marketplace,  status of compliance with certain  regulations  governing the
sale of its  products  and  various  factors  affecting  the  computer  industry
generally  may have a  significant  impact on the market price of the  Company's
securities.  Additionally,  in the last  several  years,  the stock  market  has
experienced  a high level of price and volume  volatility  and market prices for
many companies,  particularly  small and emerging growth  companies,  the common
stock of which  trades in the  over-the-counter-market,  have  experienced  wide
price  fluctuations  which have not  necessarily  been related to the  operating
performance of such companies.

      14.  Future  Sales of Common  Shares Under Rule 144 or  Otherwise.  Of the
approximately  5,821,462 shares of Common Stock issued and outstanding as of the
date of this  Prospectus  a  significant  number of such shares are  "restricted
securities"  as that  term is  defined  under  Rule 144  promulgated  under  the
Securities Act of 1933, as amended (the "Securities


                                       12
<PAGE>

Act"). However, all restricted shares are currently eligible for sale under Rule
144.  In  general,  under  Rule 144,  a person  (or  persons  whose  shares  are
aggregate)  who has  satisfied a one-year  holding  period may sell  "restricted
securities"  within any  three-month  period limited to a number of shares which
does not exceed the greater of one percent of the then outstanding shares or the
average weekly trading volume during the four calendar weeks prior to such sale.
Rule 144 also permits the sale (without any quantity  limitation) of "restricted
securities"  by a  person  who is not an  affiliate  of the  issuer  and who has
satisfied a two-year holding period.  The Company cannot predict the effect that
sales made under Rule 144,  sales made  pursuant to other  exemptions  under the
securities laws or under registration statements may have on any then prevailing
market price. Nevertheless, the possibility exists that the sale of any of these
shares may have a depressive effect on the price of the Company's  securities in
any public trading market.  See "Shares Eligible for Future Sale" and "Principal
Shareholders."


                                       13
<PAGE>

                              SELLING STOCKHOLDERS

      The Prospectus  covers Option Shares and Restricted  Shares that have been
or may be acquired  upon  exercise of options held by the Selling  Stockholders,
named herein or to be supplementally named, as of January 13, 1998.

      The following table sets forth the name of each Selling  Stockholder,  the
nature of his or her position,  office, or other material  relationship with the
Company,  the number of shares (as adjusted to give effect to the Company's 1997
one for five reverse  stock split) of Common  Stock  beneficially  owned by each
Selling Stockholder prior to the offering,  and the number of shares and (if one
percent or more) the  percentage of the class to be  beneficially  owned by such
Selling Stockholder after the offering.  Non-affiliate  Selling Stockholders who
hold less than 1,000 shares of Common Stock issued under the Plans and not named
below may use this Prospectus for reoffers and resales of such Common Stock.

<TABLE>
<CAPTION>
                                                                                          Shares owned 
                                                                                         After Offering
                                                                                         --------------
                                    Shares Owned              Number of Shares                 Percentage of     
Name                                Prior to Offering(1)      Offered Herein(2)     Number     Outstanding Shares(3)
----                                --------------------      -----------------     ------     ---------------------

<S>                                       <C>                      <C>              <C>                 <C> 
Balwinder Singh Bathla, Pres.             524,904                  124,000          400,904             6.9%
Arvinder Gulati                           205,861                   28,000          177,861             3.1%
Patrick Hagerty                           126,952                   18,000          108,952             1.9%
Kenneth Bohacs                              7,767                    4,000            3,767             **
Pritam Singh Arora                         18,255                    2,300           14,255             **
Ranbir Singh                                  506                      400              106             **
Paramjit Singh                             41,088                    1,000           40,088             **
Somkiran Singh Sodhi                       14,295                    1,750           13,895             **
Jagjit Singh                                  400                      400                0            
Angela Abrahams                               712                      500              212             **
Avnit Nanda                                 1,322                      600              722             **
Arya Ranasinge                              1,266                      800              466             **
Avtar Singh Chera                             400                      400                0            
Greg Deshields                                542                      500               42             **
Indu Singh                                    200                      200                0            
Ranjit Paniker                              3,547                    1,800            1,747             **
Prashath Vemuganti                          3,088                    1,500            1,588             **
Vijay Gupta                                   692                      650               42             **
Zeyad Shahidy                                 400                      400                0            
Kuljit Singh Ahlauwalia                       200                      200                0            
Nurpinder Bathla                            4,686                    2,560            2,162             **
Laurence Beaudoin                             549                      549                0        
Steve Bolton                                  549                      549                0
Scott Brown                                   549                      549                0
Michael Chase                                 274                      274                0
Wendy Gavert                                  549                      549                0
Hira L. Gupta                                 823                      823                0
Jaswant Mehta                                 549                      549                0
Sumeet Murarka                                713                      713                0
Pamela Murarka                                329                      329                0
Avtar S. Chera                                278                      278                0
</TABLE>


                                       14
<PAGE>

<TABLE>
<CAPTION>
                                                                                          Shares owned 
                                                                                         After Offering
                                                                                         --------------
                                    Shares Owned              Number of Shares                 Percentage of     
Name                                Prior to Offering(1)      Offered Herein(2)     Number     Outstanding Shares(3)
----                                --------------------      -----------------     ------     ---------------------

<S>                                       <C>                      <C>              <C>                 <C> 
Avnit Nanda                                 1,139                     417               722              **
Jagjit Singh                                  417                     417                 0             
Ranbir Singh                                  523                     417               106              **
Indu Singh                                    208                     208                 0             
Satinder S. Talwar                          1,390                   1,390                 0             
Pritam S. Arora                            16,339                   2,084            14,255              **
Shoba Lakshmanan                            2,995                   2,084               911              **
Prashanth Vemuganti                         2,978                   1,390             1,588              **
Somkiran S. Sodhi                          15,007                   1,112            13,895              **
Ranjit Paniker                              2,720                     973             1,747              **
Vijay Gupta                                 1,015                     973                42              **
Nurpinder Bathla                           40,556                     556            40,000              **
Arya Ranasinge                                952                     486               466              **
Greg Deshields                                459                     417                42              **
Alan Kaufman                                  278                     278                 0             
Henry Cipriani                                278                     278                 0             
Ken Bohacs                                  4,767                   1,000             3,767              **
Brent Sanders                               1,000                   1,000                 0             
Ramesh Mahajan                                300                     300                 0             
Alan Prefer                                 3,139                   3,139                 0             
Sam Ruggeri                                 5,068                   1,868             3,200              **
Traci Gillow                                1,654                   1,554               100              **
Rahul Rametra                              25,339                   1,001            24,338              **
Rhonda Garelli                                279                     239                40              **
Fred Wenze                                    583                     523                60              **
Annie Ciavolella                            1,620                   1,420               200              **
Surjit Bhullar                              1,057                     957               100              **
Arlene Sander                                 264                     224                40              **
Bir Singh                                     369                     329                40              **
Gale Donofrio                                 404                     344                60              **
Loiuse Geary                                  907                     807               100              **
Vijay Rametra                              88,243                   2,391            85,852              1.5%
Surinder Rametra, Chairman                436,989                  10,000           426,989              7.3%
Ashok Rametra, Vice President             290,076                  10,000           280,076              4.8%
James Charles                              20,000                  10,000            10,000              **
Seema Wasil                                96,129                  10,000            86,129              1.5%
Rajnish Rametra                           138,457                  26,000           112,457              1.9%
</TABLE>

----------------------                                   
** less than 1%

(1)   For  purposes  of this  table,  a person  is  deemed  to have  "beneficial
      ownership" of any shares of Common Stock when such person has the right to
      acquire  within 60 days of the date of this  Prospectus.  For  purposes of
      computing  the  percentage of  outstanding  shares of Common Stock held by
      each person named above,  any security  which such person has the right to
      acquire within such date is deemed to be outstanding  but is not deemed to
      be outstanding  for the purpose of computing the  percentage  ownership of
      any other  person.  Except as indicated in the footnotes to this table and
      pursuant to applicable community property laws, the Company believes based
      on  information  supplied by such persons,  that the persons named in this
      table have sole voting and investment  power with respect to all shares of
      Common Stock which they beneficially own.

(2)   Issued pursuant to the 1997 Plan.

(3)   Based on a total of 5,821,462 sharse of Common Stock outstanding.


                                       15
<PAGE>

                          TRANSFER AGENT AND REGISTRAR

      The Transfer  Agent and  Registrar  for the Common Stock of the Company is
North American Transfer Co., 147 W. Merrick Road, Freeport, New York 11520.

                              PLAN OF DISTRIBUTION

      The Selling  Stockholders  may sell  shares of Common  Stock in any of the
following ways (i) through  dealers;  (ii) through agents;  or (iii) directly to
one or more purchasers in private  transactions.  The distribution of the shares
of Common  Stock may be effected  from time to time in one or more  transactions
(which may involve crosses or block  transactions) (A) on Nasdaq in transactions
which may include special  offerings,  exchange  distributions  and/or secondary
distributions pursuant to and in accordance with rules of such exchanges, (B) in
the  over-the-counter  market, or (C) in private transactions other than on such
exchanges  or  in  the  over-the-counter   market,  or  a  combination  of  such
transactions.  Any such transaction may be effected at market prices  prevailing
at the time of sale, at prices  related to such  prevailing  market  prices,  at
negotiated  prices or fixed  prices.  The Selling  Stockholders  may effect such
transactions by selling shares of Common Stock to or through broker-dealers, and
such  broker-dealers  may  receive   compensation  in  the  form  of  discounts,
concessions,  or commissions from Selling  Stockholders  and/or commissions from
purchasers of shares of Common Stock for whom they may act as agent. The Selling
Stockholders  and  any   broker-dealers   or  agents  that  participate  in  the
distribution  of  shares  of  Common  Stock  by  them  might  be  deemed  to  be
underwriters, and any discounts, commissions or concessions received by any such
broker-dealers  or  agents  might be  deemed to be  underwriting  discounts  and
commissions, under the Securities Act.

                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

      The  documents  listed  below  have  been  filed by the  Company  with the
Commission and are incorporated herein by reference:

      (a) The Company's  Annual Report on Form 10-K/A1 for its fiscal year ended
June 30, 1997;

      (b) The Company's  Quarterly  Report on Form 10-Q for the quarterly period
ended December 31, 1997;

      (c)  The  description  of the  Company's  Common  Stock  contained  in the
Company's  Registration  Statement on Form S-1, Registration No. 333-2070 and on
Form SB-2, Registration No. 33-54356;

      (d) All other reports  filed by the Company  pursuant to Section 13(a) and
15(d) of the Exchange Act since the Company's fiscal year ended June 30, 1997.


                                       16
<PAGE>

      All  documents  filed by the  Company  with  the  Commission  pursuant  to
sections 13, 14 or 15(d) of the Exchange Act subsequent hereto, but prior to the
termination  of the  offering of  securities  made by this  Prospectus  shall be
deemed to be incorporated  by reference  herein and to be part hereof from their
respective dates of filing.

      Any statement  contained in a document  incorporated  by reference  herein
shall be deemed to be modified or superseded for purposes of this Prospectus, to
the extent that a statement  contained herein or in any other subsequently filed
document  which  also is or is deemed to be  incorporated  by  reference  herein
modifies  or  supersedes  such  statement.  Any such  statement  so  modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute a part of this Prospectus.

                                 LEGAL MATTERS

      The  legality  of the shares  offered  hereby has been passed upon for the
Company by Silverman,  Collura,  Chernis & Balzano, P.C., 381 Park Avenue South,
Suite 1601, New York, New York 10016.

                                    EXPERTS

      The Company's consolidated financial statements  incorporated by reference
in this Registration Statement, have been incorporated herein in reliance on the
reports of Weinick,  Sanders Leventhal & Company, LLP, independent  accountants,
given upon the authority of such firm as experts in accounting and auditing.

                   INDEMNIFICATION OF DIRECTORS AND OFFICERS

      Section 145 of the General  Corporation  Law of the State of Delaware  and
Article 7 of the Company's  Articles of  Incorporation  contain  provisions  for
indemnification of officers, directors, employees and agents of the Company. The
Articles of  Incorporation  require the Company to indemnify such persons to the
full extent  permitted by Delaware law. Each person will be  indemnified  in any
proceeding  if he  acted in good  faith  and in a  manner  which  he  reasonably
believed  to be in,  or not  opposed  to,  the  best  interest  of the  Company.
Indemnification  would cover expenses,  including  attorney's  fees,  judgments,
fines and amounts paid in settlement.

      The Company's  Articles of Incorporation  also provided that the Company's
Board of Directors  may cause the Company to purchase and maintain  insurance on
behalf of any present or past director or officer insuring against any liability
asserted  against such person incurred in the capacity of director or officer or
arising out of such status,  whether or not the Company  would have the power to
indemnify  such  person.  The  Company has  acquired  directors'  and  officers'
liability insurance.


                                       17
<PAGE>

      Insofar as  indemnification  for liabilities  arising under the Securities
Act may be permitted to  directors,  officers,  and  controlling  persons of the
Company, the Company has been advised that in the opinion of the Commission such
indemnification  is against public policy as expressed in the Securities Act and
is,  therefore  unenforceable.  In the event  that a claim  for  indemnification
against  such  liabilities  (other  than the  payment by the  Company of expense
incurred or paid by a director, officer, or controlling person of the Company in
the  successful  defense of any action,  suit or proceeding) is asserted by such
director,  officer or controlling  person of the Company in connection  with the
securities  being  registered,  the Company  will,  unless in the opinion of its
counsel  the matter has been  settled by a  controlling  precedent,  submit to a
court of appropriate  jurisdiction the question whether such  indemnification by
it is against  public  policy as  expressed  in the  Securities  Act and will be
governed by the final adjudication of such issues.


                                       18
<PAGE>

                                    PART II

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

      The following  documents filed with the Securities and Exchange Commission
(the "Commission") by ATEC Group,  Inc., a Delaware  corporation (the "Company")
are incorporated as to their respective dates in this Registration  Statement by
reference:

      (a) The Company's  Annual Report on Form 10-K/A1 for its fiscal year ended
June 30, 1997;

      (b) The Company's  Quarterly  Report on Form 10-Q for the quarterly period
ended December 31, 1997.

      (c)  The  description  of the  Company's  Common  Stock  contained  in the
Company's  Registration  Statement on Form S-1, Registration No. 333-2070 and on
Form SB-2, Registration No. 33-54356.

      (d) All other reports  filed by the Company  pursuant to Section 13(a) and
15(d) of the  Securities  Exchange  Act of 1934 (the  "Exchange  Act") since the
Company's fiscal year ended June 30, 1997.

      All  documents  filed by the  Company  with  the  Commission  pursuant  to
sections 13, 14 or 15(d) of the Exchange Act subsequent hereto, but prior to the
termination of the offering of securities  made by this  Registration  Statement
shall be deemed to be  incorporated  by  reference  herein and to be part hereof
from their respective dates of filing.

      Any statement  contained in a document  incorporated  by reference  herein
shall be deemed to be modified or superseded  for purposes of this  Registration
Statement,  to the  extent  that a  statement  contained  herein or in any other
subsequently  filed  document which also is or is deemed to be  incorporated  by
reference  herein modifies or supersedes  such statement.  Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

ITEM 4. DESCRIPTION OF SECURITIES

      Not Applicable.

ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL

      The  legality  of the shares  offered  hereby has been passed upon for the
Company by Silverman,  Collura,  Chernis & Balzano, P.C., 381 Park Avenue South,
New York, New York 10016.


                                       19
<PAGE>

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

      Section 145 of the General  Corporation  Law of the State of Delaware  and
Article 7 of the Company's  Articles of  Incorporation  contain  provisions  for
indemnification of officers, directors, employees and agents of the Company. The
Articles of  Incorporation  require the Company to indemnify such persons to the
full extent  permitted by Delaware law. Each person will be  indemnified  in any
proceeding  if he  acted in good  faith  and in a  manner  which  he  reasonably
believed  to be in,  or not  opposed  to,  the  best  interest  of the  Company.
Indemnification  would cover expenses,  including  attorney's  fees,  judgments,
fines and amounts paid in settlement.

      The Company's  Articles of Incorporation  also provided that the Company's
Board of Directors  may cause the Company to purchase and maintain  insurance on
behalf of any present or past director or officer insuring against any liability
asserted  against such person incurred in the capacity of director or officer or
arising out of such status,  whether or not the Company  would have the power to
indemnify  such  person.  The  Company has  acquired  directors'  and  officers'
liability insurance.

      Insofar as  indemnification  for liabilities  arising under the Securities
Act, as amended (the "Securities Act") may be permitted to directors,  officers,
and controlling persons of the Company, the Company has been advised that in the
opinion of the  Commission  such  indemnification  is against  public  policy as
expressed in the Securities Act and is,  therefore  unenforceable.  In the event
that a claim  for  indemnification  against  such  liabilities  (other  than the
payment by the Company of expense  incurred or paid by a director,  officer,  or
controlling person of the Company in the successful defense of any action,  suit
or proceeding) is asserted by such  director,  officer or controlling  person of
the Company in connection  with the  securities  being  registered,  the Company
will,  unless in the  opinion of its  counsel  the matter has been  settled by a
controlling  precedent,  submit  to a  court  of  appropriate  jurisdiction  the
question  whether  such  indemnification  by  it is  against  public  policy  as
expressed in the Securities  Act and will be governed by the final  adjudication
of such issues.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

      Not applicable.

ITEM 8 EXHIBITS

      4.1   1997 Employee Stock Option Plan

      5.1   Opinion of Silverman, Collura, Chernis & Balzano, P.C.

      23.1  Consent of Silverman,  Collura,  Chernis & Balzano, P.C. to be named
            in the Registration  Statement.  Reference is made to Exhibit 5.1 to
            this Registration Statement which includes such consent.

      23.2  Consent of Weinick Sanders Leventhal & Co., LLP.


                                       20
<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 the Registration Statement;

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

            (ii) To reflect in the  prospectus any facts or events arising after
            the  effective  date of this  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;

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

      Provided however that paragraphs  (a)(1)(i) and (a)(1)(ii) shall not apply
to information contained in periodic reports filed by the registrant pursuant to
Section  13 or  Section  15(d) of the  Exchange  Act that  are  incorporated  by
reference in this Registration Statement.

      (2)  That,  for  the  purpose  of  determining  any  liability  under  the
Securities Act, each such  post-effective  amendment shall be deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof

      (3) To remove from registration by means of a post effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

(b)  The  undersigned   registrant  hereby  undertakes  that,  for  purposes  of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
registrant's  annual  report  pursuant to section  13(a) or section 15(d) of the
Exchange Act that is  incorporated by reference in this  Registration  Statement
shall be deemed to be a new  registration  statement  relating to the securities
offered herein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.

(c) Insofar as indemnification  for liabilities arising under the Securities Act
may  be  permitted  to  directors,  officers  and  controlling  persons  of  the
registrant pursuant to the foregoing provisions or otherwise, the registrant has
been  advised that in the opinion of the  Commission,  such  indemnification  is
against  public  policy as expressed in the  Securities  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 is against public policy
as  expressed  in  the  Securities  Act  and  will  be  governed  by  the  final
adjudication of such issue.


                                       21
<PAGE>

                                   SIGNATURES

      Pursuant  to  the  requirement  of  the  Securities  Act,  the  Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  therewith  duly
authorized, in Hauppauge, New York on February 23, 1998.

                                ATEC GROUP INC.

                                By: /s/ Surinder Rametra
                                    --------------------------------------------
                                        Surinder Rametra, Chairman and CEO

                                POWER OF ATTORNEY

      KNOW ALL MEN BY THESE  PRESENTS,that  each person whose signature  appears
below,  hereby  constitutes and appoints Surinder  Rametra,  his true and lawful
attorney-in-fact,  with full power of substitution and  resubstitution,  for his
and in his name, place and stead, in any and all capacities,  to sign any or all
amendments or  supplements to this  Registration  Statement and to file the same
with all exhibits thereto and other documents in connection therewith,  with the
Commission,  granting unto said  attorney-in-fact full power and authority to do
and perform  each and every act and thing  necessary or  appropriate  to be done
with respect to this  Registration  Statement or any  amendments or  supplements
hereto and about the premises,  as fully to all intents and purposes as he might
or  could  do  in  person,   hereby  ratifying  and  confirming  all  that  said
attorney-in-fact,  or his substitute or substitutes, may lawfully do or cause to
be done by virtue hereof.

      Pursuant to the  requirements  of the  Securities  Act, this  Registration
Statement  has  been  signed  by  the  following  persons  in  their  respective
capacities with ATEC Group, Inc. and on the dates indicated.

                                   SIGNATURES

Signature                     Title                                       Date

/s/ Surinder Rametra          Chairman of the Board            February 23, 1998
-------------------------     of Directors and CEO
    Surinder Rametra          (Principal Executive Officer)

/s/ Ashok Rametra             Chief Financial Officer          February 23, 1998
-------------------------     (Principal Financial
    Ashok Rametra             and Accounting Officer)

/s/ Balwinder Singh           President and Director           February 23, 1998
-------------------------
    Balwinder Singh

/s/ George Eagan              Director                         February 23, 1998
-------------------------
    George Eagan

                              Director                         February __, 1998
_________________________
  David Reback


                                       22
<PAGE>

                               INDEX TO EXHIBITS

4.1   1997 Employee Stock Option Plan

5.1   Opinion of Silverman, Collura, Chernis & Balzano, P.C.

23.1  Consent of  Silverman,  Collura,  Chernis &  Balzano,  P.C.  (included  in
      Exhibit 5.1)

23.2  Consent of Weinick Sanders Leventhal & Co., LLP

                                       23
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 62095}]
{"company-data": {"conformed-name": "ATEC GROUP INC", "cik": "0000893970", "assigned-sic": "5045", "irs-number": "133673965", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-47385", "film-number": "98558263"}, "business-address": {"street1": "1952 EAST JERICHO TURNPIKE", "city": "EAST NORTHPORT", "state": "NY", "zip": "11731", "phone": "2127798600"}, "former-company": {"former-conformed-name": "HILLSIDE BEDDING INC", "date-changed": "19940719"}}
As filed with the Securities and Exchange Commission on March 5, 1998

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                -----------------
                 
                                    FORM S-8
                             REGISTRATION STATEMENT
                        Under the Securities Act of 1933

                                 ATEC GROUP INC.
             (Exact name of registrant as specified in its charter)
 
         Delaware                       5045                     13-3679659
(State or other jurisdiction     (Primary Standard            (I.R.S. Employer 
   of incorporation or        Industrial Classification      Identification No.)
      organization)                 Code Number)

                                 90 Adams Street
                            Hauppauge, New York 11716
                                 (516) 231-2832
                  (Address and Telephone Number of Registrant's
                     Principal Executive Office)(Zip Code)

                                 ATEC GROUP INC.
                         1997 EMPLOYEE STOCK OPTION PLAN
                       (1,200,000 shares of Common Stock)

                            (full title of the plan)

                    Surinder Rametra, Chief Executive Officer
                                 ATEC Group Inc.
                                 90 Adams Street
                            Hauppauge, New York 11716
                                 (516) 231-2832
  (Name, Address & Telephone number, including area code, of agent for service)

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

                                   Copies to:

                   Silverman, Collura, Chernis & Balzano, P.C.
                       381 Park Avenue South - Suite 1601
                            New York, New York 10016
                                 (212) 779-8600
CALCULATION OF REGISTRATION FEE

--------------------------------------------------------------------------------
                                 Proposed        Proposed
Title of         Amount          maximum         maximum            Amount of
securities to    to be           offering price  aggregate          registration
be registered    registered(2)   per share (1)   offering price (1) fee
--------------------------------------------------------------------------------
Common Stock(1)  1,200,000       3.9375          4,725,000          $1,431.82
--------------------------------------------------------------------------------

(1)  Calculated in accordance  with  457(h)(1)  using the average of the closing
price for the Common Stock as reported on the NASDAQ  SmallCap  Market System on
March 2, 1998.

(2) Adjusted to give effect to the Company's  December 1997 one for five reverse
stock split.

                                       2
PART 1 - INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

      The documents containing information specified in Part 1 (plan information
and registrant  information)  will be sent or given to employees as specified by
Rule  428(b)(1).  Such  documents  need not be filed  with  the  Securities  and
Exchange  Commission  either  as  part  of  this  registration  statement  or as
prospectuses or prospectus supplements pursuant to Rule 424. These documents and
the documents  incorporated by reference in this registration statement pursuant
to Item 3 of Part 2 of this form taken  together  constitute a  prospectus  that
meets the  requirements  of  Section  10(a) of the  Securities  Act of 1933,  as
amended.

                                       3
ATEC GROUP INC.

              Cross-Reference Sheet Showing Location in Prospectus
                  of Information Required by Items of Form S-8

Form S-8 Items and Heading                             Location in Prospectus
--------------------------                             ----------------------

1.  Forepart of the Registration Statement             
    and Outside Front Cover Page of Prospectus.......  Front cover Page
                                                       
2.  Inside Front And Outside Back Cover..............  Inside Front cover Page
                                                       
3.  Summary Information, Risk Factors and Ratio        
    of Earnings to Fixed Charges.....................  The Company
                                                       
4.  Use of Proceeds..................................  Not Applicable
                                                       
5.  Determination of Offering Price..................  Not Applicable
                                                       
6.  Dilution.........................................  Not Applicable
                                                       
7.  Selling Security Holders.........................  Selling Stockholders
                                                       
8.  Plan of Distribution.............................  Plan of Distribution
                                                       
9.  Description of Securities to be Registered  .....  Description of Securities
                                                       
10. Interest of Named Experts and Counsel............  Legal Matters
                                                       
11. Material Changes.................................  Not Applicable
                                                       
12. Incorporation of Certain Information by            
    Reference........................................  Incorporation of
                                                       Certain Documents by
                                                       Reference
13. Disclosure of Commission Position on               
    Indemnification for Securities Act                 
    Liabilities......................................  Indemnification of
                                                       Directors and Officers

                                       4
RE-OFFER PROSPECTUS

                                 ATEC GROUP INC.
                                 90 Adams Avenue
                            Hauppauge, New York 11788

                  A Maximum of 1,200,000 Shares of Common Stock

      This Prospectus relates to offers and sales by certain officers, directors
and  shareholders of ATEC Group Inc., a Delaware  corporation  (the  "Company"),
named herein or to be named supplementally, who may be deemed to be "affiliates"
of the  Company  as  defined in Rule 405 under the  Securities  Act of 1933,  as
amended,  (the  "Securities  Act") and certain  employees  of the  Company  (the
certain officers,  directors,  shareholders and employees together are hereafter
collectively  referred  to as the  "Selling  Stockholders"),  of  shares  of the
Company's  Common  Stock,  $.01 par value (the "Common  Stock"),  that have been
and/or may be acquired by such persons upon exercise of stock options granted to
them or purchased by them pursuant to the Company's  1997 Employee  Stock Option
Plan (the  "Plan").  The shares that have been and/or may be so acquired by such
persons  pursuant  to the  Plan who are  employees  of the  Company  who are not
affiliates are herein referred to as the "Option Shares" and the shares acquired
by officers,  directors and/or shareholder of the Company who are affiliates are
herein referred to as the "Restricted  Shares".  All references to shares of the
Company's  Common Stock in this  Prospectus have been adjusted to give effect to
the Company's one for five November 1997 reverse stock split.

      The Option Shares and Restricted Shares may be offered hereby from time to
time by any and all of the  Selling  Stockholders,  named  herein or to be named
supplementally,  for their own  benefit.  The Company will receive no portion of
the proceeds of sales made hereunder.  All expenses of registration  incurred in
connection  with this  offering are being borne by the Company,  but all selling
and other expenses  incurred by the Selling  Stockholders  will be borne by such
Selling Stockholders.

      All or a portion  of the  shares of Common  Stock  offered  hereby  may be
offered  for sale,  from time to time,  on the  NASDAQ  SmallCap  Market  System
("Nasdaq"),  or  otherwise  as  described  herein,  at  prices  and  terms  then
obtainable (see "Plan of Distribution").  All brokers' commissions,  concessions
or discounts will be paid by the Selling Stockholders.

      The Selling Stockholders and any broker executing selling orders on behalf
of the  Selling  Stockholders  may be deemed to be an  "underwriter"  within the
meaning of the  Securities  Act,  in which  event  commissions  received by such
broker may be deemed to be underwriting commissions under the Securities Act.

      The Common Stock is listed on Nasdaq  under the symbol  ATEC.  On March 2,
1998,  the last reported sale price of the Company's  Common Stock on Nasdaq was
$3.9375.

THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE SECURITIES AND
EXCHANGE  COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

                 The date of this Prospectus is March __, 1998.

                                       5
TABLE OF CONTENTS

                                                                            Page
                                                                            ----

Available Information......................................................    7
                                                                              
The Company................................................................    8
                                                                              
Risk Factors...............................................................    9
                                                                              
Selling Stockholders.......................................................   14
                                                                              
Transfer Agent and Registrar...............................................   16
                                                                              
Plan of Distribution.......................................................   16
                                                                              
Incorporation of Certain Documents by Reference............................   16
                                                                              
Legal Matters..............................................................   17
                                                                              
Experts....................................................................   17
                                                                              
Indemnification of Directors and Officers..................................   17

                                       6
No  person  is  authorized  to  give  any   information  or  to  make  any
representation,  other than those  contained in this  Prospectus,  in connection
with the offering  described herein,  and, if given or made, such information or
representations must not be relied upon as having been authorized by the Company
or the Selling  Stockholders.  This  Prospectus  does not constitute an offer to
sell, or a solicitation of an offer to buy, nor shall there be any sale of these
securities  by any person in any  jurisdiction  in which it is unlawful for such
person to make such offer,  solicitation  or sale.  Neither the delivery of this
Prospectus nor any sale made hereunder shall under any  circumstances  create an
implication  that the  information  contained  herein is  correct as of any time
subsequent to the date hereof.

                             AVAILABLE INFORMATION

      The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 (the  "Exchange  Act") and in accordance  therewith,  files
reports, proxy statements and other information with the Securities and Exchange
Commission  (the  "Commission").   Such  reports,  proxy  statements  and  other
information  can be  inspected  and  copied  at the  Commission  at  Room  1024,
Judiciary  Plaza,  450 Fifth Street,  N.W.,  Washington,  D.C. 20549, and at the
Commission's  regional offices at Room 1204,  Everett McKinley Dirksen Building,
219 South Dearborn  Street,  Chicago,  Illinois 60604; and 7 World Trade Center,
Suite  1300,  New York,  New York  10048.  Copies of such  material  can also be
obtained at prescribed rates from the Public Reference Section of the Commission
at its principal office at 450 Fifth Street, N.W., Washington, D.C. 20549.

      This  Prospectus  does not contain all of the information set forth in the
Registration Statements of which this Prospectus is a part and which the Company
has filed with the  Commission.  For  further  information  with  respect to the
Company and the securities offered hereby, reference is made to the Registration
Statement,  including the exhibits filed as a part thereof,  copies of which can
be  inspected  at, or obtained  at  prescribed  rates from the Public  Reference
Section of the  Commission at the address set forth above.  Additional  updating
information  with  respect to the Company may be provided in the future by means
of appendices or supplements to the Prospectus.

      The Company hereby  undertakes to provide without charge to each person to
whom a copy of this  Prospectus  is  delivered,  upon written or oral request of
such person,  a copy of any and all of the  information  that has been or may be
incorporated  herein by reference  (other than exhibits to such documents unless
such exhibits are  specifically  incorporated by reference into such documents).
Requests should be directed to ATEC Group Inc., 90 Adams Avenue,  Hauppauge, New
York 11788 (516) 231-2832.

                                       7
THE COMPANY

      ATEC Group, Inc. (the "Company" or "ATEC"), is a leading system integrator
and provider of a full line of computer and information  technology products and
services  to  business,  professionals,   government  agencies  and  educational
institutions.  The Company has experienced rapid growth over the past few years.
The Company focuses on core  competencies  including  system design,  high speed
data transmission, LAN/WAN, video conferencing and Internet/Intranet technology.
Some  projects  currently  under  review  are Year  2000  Modifications  and ATM
Re-Engineering of Fiber-Optic Backbone Networks.

      ATEC offers a full spectrum of services and support which,  it believes is
of  critical  importance  in the current  market  environment  to the  Company's
customers.  The integration of networks,  multimedia,  video conferencing,  high
volume storage  information  and  communication  systems,  has, in the Company's
opinion, necessitated technical support and continued client relations after the
initial  purchase.  In today's  market,  ATEC believes  that most  consumers and
business  users do not  possess the time to  investigate  and locate the various
computer  components  necessary to establish an integrated  computer system. The
Company therefore  strives to service all of its clients'  technology needs in a
cost effective manner.

      ATEC's  marketing  strategy  is to  educate  business  clients  as to  the
Company's  ability to provide a "one-stop  solution" to all computer  needs from
the initial  purchase and  installation  processes  through required service and
maintenance and future expansion  requirements.  The Company's  subsidiaries are
authorized  sales and service dealers for all major  manufacturers.  The company
sells  to its  customers  an  extensive  selection  of  computer  products  at a
competitive  combination  of price and service.  The Company  offers over 10,000
computer  products from over 500  manufactures  including IBM,  Compaq,  Hewlett
Packard, Apple, DEC, Hughes Networks, Microsoft, Novell, Oracle, Sybase, Toshiba
and many more.

      The  Company's  corporate  headquarters  are  located at 90 Adams  Avenue,
Hauppauge, New York 11788. The Company's telephone number is (516) 231-2832.

                                       8
RISK FACTORS

      The securities offered hereby are speculative and involve a high degree of
risk,  including,  but not  necessarily  limited to, the risk factors  described
below.  Prospective  investors must carefully consider,  among other things, the
following factors in evaluating an investment in the Company's securities.

      1. Microcomputer Industry Conditions.  The microcomputer industry has been
characterized  by intense price  cutting  among the major  hardware and software
vendors which could  materially  adversely affect the Company's future operating
results.  Given the  Company's  limited  financial  resources,  its  anticipated
expenses and the highly  competitive  environment in which the Company operates,
there can be no assurance that the Company's current rate of revenue growth will
continue  in the future or that the  Company's  future  operations  will  remain
profitable.  The  Company's  future  results of operations  are  dependent  upon
continued demand for  microcomputer  products.  This industry  experienced rapid
growth  until 1988 and  thereafter  has grown at a  substantially  slower  rate.
Distributors in the  microcomputer  industry  currently face a number of adverse
business  conditions,  including  price and gross profit  margin  pressures  and
market consolidation.  During the past six years all major hardware vendors have
instituted  extremely aggressive price reductions in response to lower component
costs and discount pricing by certain microcomputer manufacturers. The increased
price  competition  among major hardware vendors had resulted in declining gross
margins for many  microcomputer  distributors  and may result in a reduction  in
existing vendor  subsidies.  Management of the Company believes,  however,  that
these current  conditions,  which are forcing  certain of the  Company's  direct
competitors  out of  business,  may present the Company  with  opportunities  to
expand its business.  There can be no assurance that the Company will be able to
continue  to  compete  effectively  in this  industry  given the  intense  price
reductions and competition currently existing in the microcomputer industry.

      2.  Competition.  The  microcomputer  market  is highly  competitive.  The
Company is in direct competition with local,  regional and national distributors
of microcomputer  products and related  services.  Several of these  competitors
offer most of the same basic products as the Company. In addition, the tri-state
Metropolitan  New York area,  to which the  Company  markets  its  products  and
services,  is  particularly   characterized  by  highly  discounted  pricing  on
microcomputer  products from various sources of  competition.  The Company faces
competition from  microcomputer  vendors that sell their products through direct
sales forces and from  manufacturers  and distributors that emphasize mail order
and telemarketing. The Company has an insignificant market share of sales in the
microcomputer industry and the service markets which the Company serves. Certain
of  the  Company's   competitors   on  the  regional  and  national   level  are
substantially  larger, have more personnel and have materially greater financial
and marketing  resources than the Company and operate within a larger geographic
area than does the Company.  Accordingly,  there can be no assurance the Company
will be able to continue to compete effectively in the marketplace.

                                       9
3.  Dependence  on  Suppliers.  The  Company is an  authorized  dealer for
microcomputers and related products of more than twenty five manufacturers.  The
Company's  authorized  dealer agreements with suppliers are typically subject to
periodic  renewal and to  termination  on short notice or  immediately  upon the
occurrence of certain  events.  The dealer  agreements also provide for periodic
audits by the supplier.  A supplier  could also  terminate an authorized  dealer
agreement for reasons unrelated to the Company's  performance.  In addition, the
Company  competes with other  suppliers to obtain products on the most favorable
contract terms, which are often available only to companies substantially larger
than the  Company.  The loss of a major  supplier  or the  deterioration  of the
Company's  relationship with those major suppliers whose products are in demand,
or a change in  current  terms of its  dealer  agreements  could have a material
adverse effect on the Company's business.

      4. Proposed  Expansion.  The Company intends to continue to seek to expand
its current  level of  operations  through  acquisitions.  While the Company has
grown during the last several years,  there can be no assurance that the Company
will be able to further  expand its  operations  successfully.  Expansion of the
Company's operations will depend on, among other things, the continued growth of
the  microcomputer  industry,  the Company's  ability to withstand intense price
competition,  its ability to obtain new  clients,  retain  skilled  technicians,
engineers,  sales  and other  personnel  in order to expand  its  technical  and
marketing  capabilities,  secure adequate  sources of products which are then in
demand on commercially  reasonable terms,  successfully manage growth (including
monitoring  an  expanded  level of  operations  and  controlling  costs) and the
availability of adequate financing.

      The Company seeks to expand its operations through potential acquisitions.
The Company  previously  reviewed  various  potential  acquisitions and believes
there are numerous opportunities  presently available. In June 1996, the Company
acquired  Innovative  Business  Micros,  Inc.  ("Innovative").  There  can be no
assurance  that the  Company  will be able to effect any other  acquisitions  or
that,  if the  Company  is able to effect any  acquisitions,  it will be able to
successfully  integrate into its operations any acquired business and expand the
Company's operations.  Moreover,  the Innovative  acquisition is a related party
transaction  which was not negotiated on an arms-length  basis.  There can be no
assurance that the  consideration  paid by the Company for Innovative  would not
have been at a more  beneficial  rate had the  Company and  Innovative  not been
affiliated parties. The Company may use authorized but unissued Common Shares to
purchase businesses or assets of companies.  In the event that the Company makes
an  acquisition  through a  leveraged  transaction,  of which it has no  present
intention,  there can be no  assurance  that the  Company  will have  sufficient
income to satisfy the interest payments.  If the Company enters into a leveraged
transaction and does not have sufficient  income to meet interest  payments they
would have to be paid from proceeds of this offering.

      5.   Technological   Change.   The   microcomputer   products   market  is
characterized  by rapid  technological  change and frequent  introduction of new
products and product enhancements. The Company's ability to compete successfully
depends,  in large part,  on its ability to obtain  products  when needed and on
favorable  terms from those  suppliers  and  vendors  which are able to adapt to
technological changes and advances in the microcomputer

                                       10
industry.  The Company has access to state-of-the-art  technical databases which
provide it with information concerning technological advances from major vendors
as soon as it is  published.  While this allows the Company the  flexibility  to
shift  rapidly from one vendor to another,  there can be no  assurance  that the
Company's   current   vendors  and  suppliers   will  be  able  to  achieve  the
technological  advances necessary to remain competitive or that the Company will
be able to obtain  authorizations from new vendors or for new products that gain
market  acceptance.  There can be no assurance  that the Company will be able to
continue  to keep pace with the  technological  demands  of the  marketplace  to
successfully  enhance its outsourced  support services to be compatible with new
microcomputer products.

      6. Dependence on Certain Vendors.  The Company does not have any customers
which account for more than 5% of its sales revenues.  However, for Fiscal 1997,
approximately 28% of the Company's purchases were from one vendor, Computerland,
Inc.  The loss of a major  vendor  could be expected to have a material  adverse
effect on the Company's  operations  during the short-term until the Company was
able to generate  replacement  sources,  although  there can be no  assurance of
obtaining such sources.

      7. Possible Need for  Additional  Financing.  Depending upon the Company's
then current level of sales,  the Company may require  additional funds in order
to expand its activities.  The Company anticipates,  based on currently proposed
plans and assumptions relating to this operation,  that projected cash flow from
operations and currently available financing arrangements, will be sufficient to
satisfy its contemplated  cash  requirements for at least the next 12 months. In
the event that the Company's plans change or its assumptions  change or prove to
be inaccurate,  or if the projected cash flow proves to be  insufficient to fund
operations (due to  unanticipated  expenses,  possible  acquisitions,  technical
problems or  difficulties  or  otherwise),  the Company may find it necessary or
advisable to seek  additional  funding and/or to reallocate some of the proceeds
or to use portions  thereof for other  purposes.  There can be no assurance that
additional  financing,  whether debt or equity, will be available to the Company
on commercially reasonable terms, or at all.

      Even if additional  financing were available,  the Company may not be able
to obtain  any  additional  financing,  since all of the  Company's  assets  are
pledged to secure the outstanding bank  indebtedness  inventory  financing and a
credit line,  respectively.  Any inability to obtain additional  financing could
have a material adverse effect on the Company,  including possibly requiring the
Company to significantly curtail its planned expansion.

      8.  Marketing  Capability.  Substantially  all of the Company's  marketing
activities are being conducted by its officers,  directors and limited number of
salespersons.  Management  will continue to devote a substantial  amount of time
developing and maintaining  continuing personal relationships with the Company's
customers.  The Company's growth prospects,  however,  will be largely dependent
upon the Company's  ability to achieve greater  penetration of the Microcomputer
industry.  Achieving  market  penetration will require the Company to be able to
attract skilled marketing personnel.

                                       11
9. Lack of  Patents  and  Proprietary  Protection.  The  Company  holds no
patents and has no  trademarks  or  copyrights  registered  in the United States
Patent and Trademark  Office or in any state.  While such  protection may become
important to the Company,  it is not considered  essential to the success of its
business. The Company relies on the know-how, experience and capabilities of its
management personnel.  Without trademark and copyright protection,  however, the
Company  has no  protection  from  other  parties  attempting  to offer  similar
services.  The Company has access to  state-of-the-art  technical  databases  of
various leading vendors, which enables it to learn of technical breakthroughs as
soon as they are published;  however,  the Company has no  proprietary  right to
these databases.

      10. Control by Current  Management.  The Company's  officers and directors
currently possess voting rights representing  approximately 34% of the Company's
outstanding voting securities.  Accordingly, the Company's current management is
able to exercise substantial control over the Company including  influencing the
election of the Company's directors,  and generally directing the affairs of the
Company.

      11.  Dependence  on Key  Personnel.  The success of the Company is largely
dependent  on the  personal  efforts  of  Surinder  Rametra  and Ashok  Rametra.
Although the Company has entered into employment agreements with Messrs. Rametra
and Rametra,  the loss of their services could have a material adverse effect on
the Company's  business and  prospects.  The Company does not maintain "key man"
life insurance on the lives of Messrs.  Rametra and Rametra.  The success of the
Company  is also  dependent  upon  its  ability  to hire and  retain  additional
qualified  engineering,  technical  and  marketing  personnel.  There  can be no
assurance  that  the  Company  will be able to  hire or  retain  such  necessary
personnel in the future.

      12. No  Dividends.  The  Company  has not paid any cash  dividends  on its
Common Shares and does not expect to declare or pay any cash or other  dividends
in the foreseeable future.

      13.  Possible  Volatility of Common Share Price.  The market price for the
Company's  securities has been and may at times continue to be highly  volatile.
Factors such as the Company's financial results, introduction of new products in
the  marketplace,  status of compliance with certain  regulations  governing the
sale of its  products  and  various  factors  affecting  the  computer  industry
generally  may have a  significant  impact on the market price of the  Company's
securities.  Additionally,  in the last  several  years,  the stock  market  has
experienced  a high level of price and volume  volatility  and market prices for
many companies,  particularly  small and emerging growth  companies,  the common
stock of which  trades in the  over-the-counter-market,  have  experienced  wide
price  fluctuations  which have not  necessarily  been related to the  operating
performance of such companies.

      14.  Future  Sales of Common  Shares Under Rule 144 or  Otherwise.  Of the
approximately  5,821,462 shares of Common Stock issued and outstanding as of the
date of this  Prospectus  a  significant  number of such shares are  "restricted
securities"  as that  term is  defined  under  Rule 144  promulgated  under  the
Securities Act of 1933, as amended (the "Securities

                                       12
Act"). However, all restricted shares are currently eligible for sale under Rule
144.  In  general,  under  Rule 144,  a person  (or  persons  whose  shares  are
aggregate)  who has  satisfied a one-year  holding  period may sell  "restricted
securities"  within any  three-month  period limited to a number of shares which
does not exceed the greater of one percent of the then outstanding shares or the
average weekly trading volume during the four calendar weeks prior to such sale.
Rule 144 also permits the sale (without any quantity  limitation) of "restricted
securities"  by a  person  who is not an  affiliate  of the  issuer  and who has
satisfied a two-year holding period.  The Company cannot predict the effect that
sales made under Rule 144,  sales made  pursuant to other  exemptions  under the
securities laws or under registration statements may have on any then prevailing
market price. Nevertheless, the possibility exists that the sale of any of these
shares may have a depressive effect on the price of the Company's  securities in
any public trading market.  See "Shares Eligible for Future Sale" and "Principal
Shareholders."

                                       13
SELLING STOCKHOLDERS

      The Prospectus  covers Option Shares and Restricted  Shares that have been
or may be acquired  upon  exercise of options held by the Selling  Stockholders,
named herein or to be supplementally named, as of January 13, 1998.

      The following table sets forth the name of each Selling  Stockholder,  the
nature of his or her position,  office, or other material  relationship with the
Company,  the number of shares (as adjusted to give effect to the Company's 1997
one for five reverse  stock split) of Common  Stock  beneficially  owned by each
Selling Stockholder prior to the offering,  and the number of shares and (if one
percent or more) the  percentage of the class to be  beneficially  owned by such
Selling Stockholder after the offering.  Non-affiliate  Selling Stockholders who
hold less than 1,000 shares of Common Stock issued under the Plans and not named
below may use this Prospectus for reoffers and resales of such Common Stock.
Shares owned 
                                                                                         After Offering
                                                                                         --------------
                                    Shares Owned              Number of Shares                 Percentage of     
Name                                Prior to Offering(1)      Offered Herein(2)     Number     Outstanding Shares(3)
----                                --------------------      -----------------     ------     ---------------------
Balwinder Singh Bathla, Pres.             524,904                  124,000          400,904             6.9%
Arvinder Gulati                           205,861                   28,000          177,861             3.1%
Patrick Hagerty                           126,952                   18,000          108,952             1.9%
Kenneth Bohacs                              7,767                    4,000            3,767             **
Pritam Singh Arora                         18,255                    2,300           14,255             **
Ranbir Singh                                  506                      400              106             **
Paramjit Singh                             41,088                    1,000           40,088             **
Somkiran Singh Sodhi                       14,295                    1,750           13,895             **
Jagjit Singh                                  400                      400                0            
Angela Abrahams                               712                      500              212             **
Avnit Nanda                                 1,322                      600              722             **
Arya Ranasinge                              1,266                      800              466             **
Avtar Singh Chera                             400                      400                0            
Greg Deshields                                542                      500               42             **
Indu Singh                                    200                      200                0            
Ranjit Paniker                              3,547                    1,800            1,747             **
Prashath Vemuganti                          3,088                    1,500            1,588             **
Vijay Gupta                                   692                      650               42             **
Zeyad Shahidy                                 400                      400                0            
Kuljit Singh Ahlauwalia                       200                      200                0            
Nurpinder Bathla                            4,686                    2,560            2,162             **
Laurence Beaudoin                             549                      549                0        
Steve Bolton                                  549                      549                0
Scott Brown                                   549                      549                0
Michael Chase                                 274                      274                0
Wendy Gavert                                  549                      549                0
Hira L. Gupta                                 823                      823                0
Jaswant Mehta                                 549                      549                0
Sumeet Murarka                                713                      713                0
Pamela Murarka                                329                      329                0
Avtar S. Chera                                278                      278                0
14
Shares owned 
                                                                                         After Offering
                                                                                         --------------
                                    Shares Owned              Number of Shares                 Percentage of     
Name                                Prior to Offering(1)      Offered Herein(2)     Number     Outstanding Shares(3)
----                                --------------------      -----------------     ------     ---------------------
Avnit Nanda                                 1,139                     417               722              **
Jagjit Singh                                  417                     417                 0             
Ranbir Singh                                  523                     417               106              **
Indu Singh                                    208                     208                 0             
Satinder S. Talwar                          1,390                   1,390                 0             
Pritam S. Arora                            16,339                   2,084            14,255              **
Shoba Lakshmanan                            2,995                   2,084               911              **
Prashanth Vemuganti                         2,978                   1,390             1,588              **
Somkiran S. Sodhi                          15,007                   1,112            13,895              **
Ranjit Paniker                              2,720                     973             1,747              **
Vijay Gupta                                 1,015                     973                42              **
Nurpinder Bathla                           40,556                     556            40,000              **
Arya Ranasinge                                952                     486               466              **
Greg Deshields                                459                     417                42              **
Alan Kaufman                                  278                     278                 0             
Henry Cipriani                                278                     278                 0             
Ken Bohacs                                  4,767                   1,000             3,767              **
Brent Sanders                               1,000                   1,000                 0             
Ramesh Mahajan                                300                     300                 0             
Alan Prefer                                 3,139                   3,139                 0             
Sam Ruggeri                                 5,068                   1,868             3,200              **
Traci Gillow                                1,654                   1,554               100              **
Rahul Rametra                              25,339                   1,001            24,338              **
Rhonda Garelli                                279                     239                40              **
Fred Wenze                                    583                     523                60              **
Annie Ciavolella                            1,620                   1,420               200              **
Surjit Bhullar                              1,057                     957               100              **
Arlene Sander                                 264                     224                40              **
Bir Singh                                     369                     329                40              **
Gale Donofrio                                 404                     344                60              **
Loiuse Geary                                  907                     807               100              **
Vijay Rametra                              88,243                   2,391            85,852              1.5%
Surinder Rametra, Chairman                436,989                  10,000           426,989              7.3%
Ashok Rametra, Vice President             290,076                  10,000           280,076              4.8%
James Charles                              20,000                  10,000            10,000              **
Seema Wasil                                96,129                  10,000            86,129              1.5%
Rajnish Rametra                           138,457                  26,000           112,457              1.9%
----------------------                                   
** less than 1%

(1)   For  purposes  of this  table,  a person  is  deemed  to have  "beneficial
      ownership" of any shares of Common Stock when such person has the right to
      acquire  within 60 days of the date of this  Prospectus.  For  purposes of
      computing  the  percentage of  outstanding  shares of Common Stock held by
      each person named above,  any security  which such person has the right to
      acquire within such date is deemed to be outstanding  but is not deemed to
      be outstanding  for the purpose of computing the  percentage  ownership of
      any other  person.  Except as indicated in the footnotes to this table and
      pursuant to applicable community property laws, the Company believes based
      on  information  supplied by such persons,  that the persons named in this
      table have sole voting and investment  power with respect to all shares of
      Common Stock which they beneficially own.

(2)   Issued pursuant to the 1997 Plan.

(3)   Based on a total of 5,821,462 sharse of Common Stock outstanding.

                                       15
TRANSFER AGENT AND REGISTRAR

      The Transfer  Agent and  Registrar  for the Common Stock of the Company is
North American Transfer Co., 147 W. Merrick Road, Freeport, New York 11520.

                              PLAN OF DISTRIBUTION

      The Selling  Stockholders  may sell  shares of Common  Stock in any of the
following ways (i) through  dealers;  (ii) through agents;  or (iii) directly to
one or more purchasers in private  transactions.  The distribution of the shares
of Common  Stock may be effected  from time to time in one or more  transactions
(which may involve crosses or block  transactions) (A) on Nasdaq in transactions
which may include special  offerings,  exchange  distributions  and/or secondary
distributions pursuant to and in accordance with rules of such exchanges, (B) in
the  over-the-counter  market, or (C) in private transactions other than on such
exchanges  or  in  the  over-the-counter   market,  or  a  combination  of  such
transactions.  Any such transaction may be effected at market prices  prevailing
at the time of sale, at prices  related to such  prevailing  market  prices,  at
negotiated  prices or fixed  prices.  The Selling  Stockholders  may effect such
transactions by selling shares of Common Stock to or through broker-dealers, and
such  broker-dealers  may  receive   compensation  in  the  form  of  discounts,
concessions,  or commissions from Selling  Stockholders  and/or commissions from
purchasers of shares of Common Stock for whom they may act as agent. The Selling
Stockholders  and  any   broker-dealers   or  agents  that  participate  in  the
distribution  of  shares  of  Common  Stock  by  them  might  be  deemed  to  be
underwriters, and any discounts, commissions or concessions received by any such
broker-dealers  or  agents  might be  deemed to be  underwriting  discounts  and
commissions, under the Securities Act.

                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

      The  documents  listed  below  have  been  filed by the  Company  with the
Commission and are incorporated herein by reference:

      (a) The Company's  Annual Report on Form 10-K/A1 for its fiscal year ended
June 30, 1997;

      (b) The Company's  Quarterly  Report on Form 10-Q for the quarterly period
ended December 31, 1997;

      (c)  The  description  of the  Company's  Common  Stock  contained  in the
Company's  Registration  Statement on Form S-1, Registration No. 333-2070 and on
Form SB-2, Registration No. 33-54356;

      (d) All other reports  filed by the Company  pursuant to Section 13(a) and
15(d) of the Exchange Act since the Company's fiscal year ended June 30, 1997.

                                       16
All  documents  filed by the  Company  with  the  Commission  pursuant  to
sections 13, 14 or 15(d) of the Exchange Act subsequent hereto, but prior to the
termination  of the  offering of  securities  made by this  Prospectus  shall be
deemed to be incorporated  by reference  herein and to be part hereof from their
respective dates of filing.

      Any statement  contained in a document  incorporated  by reference  herein
shall be deemed to be modified or superseded for purposes of this Prospectus, to
the extent that a statement  contained herein or in any other subsequently filed
document  which  also is or is deemed to be  incorporated  by  reference  herein
modifies  or  supersedes  such  statement.  Any such  statement  so  modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute a part of this Prospectus.

                                 LEGAL MATTERS

      The  legality  of the shares  offered  hereby has been passed upon for the
Company by Silverman,  Collura,  Chernis & Balzano, P.C., 381 Park Avenue South,
Suite 1601, New York, New York 10016.

                                    EXPERTS

      The Company's consolidated financial statements  incorporated by reference
in this Registration Statement, have been incorporated herein in reliance on the
reports of Weinick,  Sanders Leventhal & Company, LLP, independent  accountants,
given upon the authority of such firm as experts in accounting and auditing.

                   INDEMNIFICATION OF DIRECTORS AND OFFICERS

      Section 145 of the General  Corporation  Law of the State of Delaware  and
Article 7 of the Company's  Articles of  Incorporation  contain  provisions  for
indemnification of officers, directors, employees and agents of the Company. The
Articles of  Incorporation  require the Company to indemnify such persons to the
full extent  permitted by Delaware law. Each person will be  indemnified  in any
proceeding  if he  acted in good  faith  and in a  manner  which  he  reasonably
believed  to be in,  or not  opposed  to,  the  best  interest  of the  Company.
Indemnification  would cover expenses,  including  attorney's  fees,  judgments,
fines and amounts paid in settlement.

      The Company's  Articles of Incorporation  also provided that the Company's
Board of Directors  may cause the Company to purchase and maintain  insurance on
behalf of any present or past director or officer insuring against any liability
asserted  against such person incurred in the capacity of director or officer or
arising out of such status,  whether or not the Company  would have the power to
indemnify  such  person.  The  Company has  acquired  directors'  and  officers'
liability insurance.

                                       17
Insofar as  indemnification  for liabilities  arising under the Securities
Act may be permitted to  directors,  officers,  and  controlling  persons of the
Company, the Company has been advised that in the opinion of the Commission such
indemnification  is against public policy as expressed in the Securities Act and
is,  therefore  unenforceable.  In the event  that a claim  for  indemnification
against  such  liabilities  (other  than the  payment by the  Company of expense
incurred or paid by a director, officer, or controlling person of the Company in
the  successful  defense of any action,  suit or proceeding) is asserted by such
director,  officer or controlling  person of the Company in connection  with the
securities  being  registered,  the Company  will,  unless in the opinion of its
counsel  the matter has been  settled by a  controlling  precedent,  submit to a
court of appropriate  jurisdiction the question whether such  indemnification by
it is against  public  policy as  expressed  in the  Securities  Act and will be
governed by the final adjudication of such issues.

                                       18
PART II

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

      The following  documents filed with the Securities and Exchange Commission
(the "Commission") by ATEC Group,  Inc., a Delaware  corporation (the "Company")
are incorporated as to their respective dates in this Registration  Statement by
reference:

      (a) The Company's  Annual Report on Form 10-K/A1 for its fiscal year ended
June 30, 1997;

      (b) The Company's  Quarterly  Report on Form 10-Q for the quarterly period
ended December 31, 1997.

      (c)  The  description  of the  Company's  Common  Stock  contained  in the
Company's  Registration  Statement on Form S-1, Registration No. 333-2070 and on
Form SB-2, Registration No. 33-54356.

      (d) All other reports  filed by the Company  pursuant to Section 13(a) and
15(d) of the  Securities  Exchange  Act of 1934 (the  "Exchange  Act") since the
Company's fiscal year ended June 30, 1997.

      All  documents  filed by the  Company  with  the  Commission  pursuant  to
sections 13, 14 or 15(d) of the Exchange Act subsequent hereto, but prior to the
termination of the offering of securities  made by this  Registration  Statement
shall be deemed to be  incorporated  by  reference  herein and to be part hereof
from their respective dates of filing.

      Any statement  contained in a document  incorporated  by reference  herein
shall be deemed to be modified or superseded  for purposes of this  Registration
Statement,  to the  extent  that a  statement  contained  herein or in any other
subsequently  filed  document which also is or is deemed to be  incorporated  by
reference  herein modifies or supersedes  such statement.  Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

ITEM 4. DESCRIPTION OF SECURITIES

      Not Applicable.

ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL

      The  legality  of the shares  offered  hereby has been passed upon for the
Company by Silverman,  Collura,  Chernis & Balzano, P.C., 381 Park Avenue South,
New York, New York 10016.

                                       19
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

      Section 145 of the General  Corporation  Law of the State of Delaware  and
Article 7 of the Company's  Articles of  Incorporation  contain  provisions  for
indemnification of officers, directors, employees and agents of the Company. The
Articles of  Incorporation  require the Company to indemnify such persons to the
full extent  permitted by Delaware law. Each person will be  indemnified  in any
proceeding  if he  acted in good  faith  and in a  manner  which  he  reasonably
believed  to be in,  or not  opposed  to,  the  best  interest  of the  Company.
Indemnification  would cover expenses,  including  attorney's  fees,  judgments,
fines and amounts paid in settlement.

      The Company's  Articles of Incorporation  also provided that the Company's
Board of Directors  may cause the Company to purchase and maintain  insurance on
behalf of any present or past director or officer insuring against any liability
asserted  against such person incurred in the capacity of director or officer or
arising out of such status,  whether or not the Company  would have the power to
indemnify  such  person.  The  Company has  acquired  directors'  and  officers'
liability insurance.

      Insofar as  indemnification  for liabilities  arising under the Securities
Act, as amended (the "Securities Act") may be permitted to directors,  officers,
and controlling persons of the Company, the Company has been advised that in the
opinion of the  Commission  such  indemnification  is against  public  policy as
expressed in the Securities Act and is,  therefore  unenforceable.  In the event
that a claim  for  indemnification  against  such  liabilities  (other  than the
payment by the Company of expense  incurred or paid by a director,  officer,  or
controlling person of the Company in the successful defense of any action,  suit
or proceeding) is asserted by such  director,  officer or controlling  person of
the Company in connection  with the  securities  being  registered,  the Company
will,  unless in the  opinion of its  counsel  the matter has been  settled by a
controlling  precedent,  submit  to a  court  of  appropriate  jurisdiction  the
question  whether  such  indemnification  by  it is  against  public  policy  as
expressed in the Securities  Act and will be governed by the final  adjudication
of such issues.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

      Not applicable.

ITEM 8 EXHIBITS

      4.1   1997 Employee Stock Option Plan

      5.1   Opinion of Silverman, Collura, Chernis & Balzano, P.C.

      23.1  Consent of Silverman,  Collura,  Chernis & Balzano, P.C. to be named
            in the Registration  Statement.  Reference is made to Exhibit 5.1 to
            this Registration Statement which includes such consent.

      23.2  Consent of Weinick Sanders Leventhal & Co., LLP.

                                       20
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 the Registration Statement;

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

            (ii) To reflect in the  prospectus any facts or events arising after
            the  effective  date of this  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;

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

      Provided however that paragraphs  (a)(1)(i) and (a)(1)(ii) shall not apply
to information contained in periodic reports filed by the registrant pursuant to
Section  13 or  Section  15(d) of the  Exchange  Act that  are  incorporated  by
reference in this Registration Statement.

      (2)  That,  for  the  purpose  of  determining  any  liability  under  the
Securities Act, each such  post-effective  amendment shall be deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof

      (3) To remove from registration by means of a post effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

(b)  The  undersigned   registrant  hereby  undertakes  that,  for  purposes  of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
registrant's  annual  report  pursuant to section  13(a) or section 15(d) of the
Exchange Act that is  incorporated by reference in this  Registration  Statement
shall be deemed to be a new  registration  statement  relating to the securities
offered herein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.

(c) Insofar as indemnification  for liabilities arising under the Securities Act
may  be  permitted  to  directors,  officers  and  controlling  persons  of  the
registrant pursuant to the foregoing provisions or otherwise, the registrant has
been  advised that in the opinion of the  Commission,  such  indemnification  is
against  public  policy as expressed in the  Securities  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 is against public policy
as  expressed  in  the  Securities  Act  and  will  be  governed  by  the  final
adjudication of such issue.

                                       21
SIGNATURES

      Pursuant  to  the  requirement  of  the  Securities  Act,  the  Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  therewith  duly
authorized, in Hauppauge, New York on February 23, 1998.

                                ATEC GROUP INC.

                                By: /s/ Surinder Rametra
                                    --------------------------------------------
                                        Surinder Rametra, Chairman and CEO

                                POWER OF ATTORNEY

      KNOW ALL MEN BY THESE  PRESENTS,that  each person whose signature  appears
below,  hereby  constitutes and appoints Surinder  Rametra,  his true and lawful
attorney-in-fact,  with full power of substitution and  resubstitution,  for his
and in his name, place and stead, in any and all capacities,  to sign any or all
amendments or  supplements to this  Registration  Statement and to file the same
with all exhibits thereto and other documents in connection therewith,  with the
Commission,  granting unto said  attorney-in-fact full power and authority to do
and perform  each and every act and thing  necessary or  appropriate  to be done
with respect to this  Registration  Statement or any  amendments or  supplements
hereto and about the premises,  as fully to all intents and purposes as he might
or  could  do  in  person,   hereby  ratifying  and  confirming  all  that  said
attorney-in-fact,  or his substitute or substitutes, may lawfully do or cause to
be done by virtue hereof.

      Pursuant to the  requirements  of the  Securities  Act, this  Registration
Statement  has  been  signed  by  the  following  persons  in  their  respective
capacities with ATEC Group, Inc. and on the dates indicated.

                                   SIGNATURES

Signature                     Title                                       Date

/s/ Surinder Rametra          Chairman of the Board            February 23, 1998
-------------------------     of Directors and CEO
    Surinder Rametra          (Principal Executive Officer)

/s/ Ashok Rametra             Chief Financial Officer          February 23, 1998
-------------------------     (Principal Financial
    Ashok Rametra             and Accounting Officer)

/s/ Balwinder Singh           President and Director           February 23, 1998
-------------------------
    Balwinder Singh

/s/ George Eagan              Director                         February 23, 1998
-------------------------
    George Eagan

                              Director                         February __, 1998
_________________________
  David Reback

                                       22
INDEX TO EXHIBITS

4.1   1997 Employee Stock Option Plan

5.1   Opinion of Silverman, Collura, Chernis & Balzano, P.C.

23.1  Consent of  Silverman,  Collura,  Chernis &  Balzano,  P.C.  (included  in
      Exhibit 5.1)

23.2  Consent of Weinick Sanders Leventhal & Co., LLP

                                       23