As filed with the Securities and Exchange Commission August 27, 1996

                                                 REGISTRATION No. 33- __________

                       SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C.

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

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                         TECHNOLOGY SERVICE GROUP, INC.
             (Exact name of registrant as specified in its charter)

           DELAWARE                                         59-1637426
(State or other jurisdiction of                         (I.R.S. Employer
incorporation or organization)                         Identification No.)

20 Mansell Court East - Suite 200
       Roswell, Georgia                                       30076
(Address of Principal Executive Offices)                   (Zip Code)

                        TECHNOLOGY SERVICE GROUP, INC. --
                             1994 OMNIBUS STOCK PLAN
                             1995 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
                             1995 EMPLOYEE STOCK PURCHASE PLAN
                                (Full title of the plans)

                                 Roger M. Barzun
                                 General Counsel
                        20 Mansell Court East - Suite 200
                             Roswell, Georgia 30076
                     (Name and address of agent for service)

                                 (770) 587-0208
          (Telephone number, including area code, of agent for service)

                         Calculation of Registration Fee
<TABLE>
<CAPTION>

    Title of         Amount to Be     Proposed Maximum     Proposed Maximum        Amount of
Securities to be     Registered(1)   Offering Price per     Aggregate Offer     Registration Fee
   Registered                             Share(2)               Price
 
<S>                    <C>               <C>                  <C>                  <C>      
Common Stock           835,000           $10.875              $9,080,625           $3,131.25

</TABLE>

(1)  Plus such  additional  number of shares as may be required  pursuant to the
     plans   in  the   event  of  a  stock   dividend,   split-up   of   shares,
     recapitalization or other similar change in the Common Stock.

(2)  Estimated  solely for the purposes of calculating the  registration  fee in
     accordance  with Rule  457(h)(1) on the basis of the average of the bid and
     asked prices of the Common Stock as reported on the NASDAQ  SmallCap Market
     on August 21, 1996.

                                                                     Page 1 of 9
                                                         Exhibit Index at Page 6


<PAGE>

                                EXPLANATORY NOTE

This   Registration   Statement  has  been  prepared  in  accordance   with  the
requirements of Form S-8 and relates to 835,000 shares of Common Stock, $.01 par
value, of Technology Service Group, Inc. (the "Company") that have been reserved
for  issuance   pursuant  to  the  Company's  1994  Omnibus  Stock  Plan,   1995
Non-Employee Director Stock Option Plan and 1995 Employee Stock Purchase Plan.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference

          The following  documents are hereby  incorporated by reference in this
          Registration Statement:

          (a)  The Company's  Registration  Statement on Form S-1,  Registration
               Number 33-80695;

          (b)  The  Company's  Annual  Report on Form 10-K for the  fiscal  year
               ended March 29, 1996;

          (b)  The  Company's  Quarterly  Report  on Form  10-Q  for the  fiscal
               quarter ended June 28, 1996; and

          (c)  The  description  of the  Company's  Common Stock  contained in a
               registration  statement  on  Form  8-A  File  No.  0-28352  filed
               pursuant to the Securities Exchange Act of 1934, as amended, (the
               "Exchange  Act") on April 25, 1996 and any  amendments or reports
               filed for the purpose of updating such description.

          In  addition,  all  documents  filed by the Company  after the initial
          filing date of this registration statement pursuant to Sections 13(a),
          13(c),  14 and 15(d) of the  Exchange Act and prior to the filing of a
          post-effective  amendment which  indicates that all shares  registered
          hereunder  have  been  sold or  which  de-registers  all  shares  then
          remaining  unsold,  shall be deemed to be incorporated by reference in
          this  registration  statement and to be a part hereof from the date of
          filing of such documents.

Item 4.   Description of Securities

          Not applicable.

Item 5.   Interests of Named Experts and Counsel

          The  legality of the shares of Common  Stock  offered  hereby has been
          passed upon for the  Company by Roger M.  Barzun,  60 Hubbard  Street,
          Concord,  Massachusetts  01742,  who is Assistant  Secretary,  General
          Counsel and an employee of the Company.

Item 6.   Indemnification of Officers and Directors

          Section  145 of the General  Corporation  Law of the State of Delaware
          provides  that  a  corporation  may  indemnify  a  director,  officer,
          employee  or  agent  against  expenses  (including  attorneys'  fees),
          judgments,  fines and for amounts paid in  settlement in respect of or
          in successful defense of any action, suit or proceeding if he acted in
          good  faith and in a manner he  reasonably  believed  to be in, or not
          opposed to, the best interests of the  corporation,  and, with respect
          to any  criminal  action or  proceeding,  had no  reasonable  cause to
          believe his conduct was unlawful.

          Reference  is made to the  provisions  of  Section 7 of the  Company's
          Certificate  of  Incorporation  filed as Exhibit 3(i) to the Company's
          registration  statement on Form S-1, Registration Number 33-80695. The
          effect of such  provisions  is to indemnify the directors and officers
          of the Company  against all costs,  expenses  and amounts of liability
          incurred by them in connection  with any action or settlement  thereof
                                      
                                      II-2


<PAGE>

          in which they are  involved  by reason of their  affiliation  with the
          Company to the  fullest  extent  permitted  by the law of the State of
          Delaware.

Item 7.   Exemption from Registration Claimed.

          Not applicable.
     
Item 8.   Exhibits

          5    Opinion of Roger M. Barzun as to the legality of the shares being
               registered

         23.1  Consent  of  Deloitte  &  Touche  LLP.   

         23.2  Consent of Price Waterhouse LLP.

         23.3  Consent of Roger M. Barzun  (included  in Exhibit 5). 

         24    Power of Attorney (included on Page II-5).

Item 9.   Undertakings

(a) The undersigned registrant hereby undertakes:

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

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

          (ii) To reflect in the  prospectus  any facts or events  arising after
          the effective date of the  registration  statement (or the most recent
          post-effective  amendment  thereof)  which,  individually  or  in  the
          aggregate, represent a fundamental change in the information set forth
          in the  registration  statement.  Notwithstanding  the foregoing,  any
          increase  or decrease  in volume of  securities  offered (if the total
          dollar  value of  securities  offered  would not exceed that which was
          registered)  and  any  deviation  from  the  low  or  high  end of the
          estimated  maximum  offering  range  may be  reflected  in the form of
          prospectus   filed  with  the  Commission   pursuant  to  Rule  424(b)
          (ss.230.424(b)  of this chapter) if, in the aggregate,  the changes in
          volume and price  represent  no more than a 20% change in the  maximum
          aggregate offering price set forth in the "Calculation of Registration
          Fee" table in the effective registration statement.

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

       Provided,  however,  that  paragraphs  (a)(1)(i)  and  (a)(1)(ii) of this
       section  do not  apply  if the  registration  statement  is on  Form  S-3
       (ss.239.13 of this  chapter),  Form S-8  (ss.239.16b  of this chapter) or
       Form F-3 (ss.239.33 of this chapter),  and the information required to be
       included in a  post-effective  amendment by those paragraphs is contained
       in periodic  reports  filed with or  furnished to the  Commission  by the
       registrant  pursuant  to section 13 or  section  15(d) of the  Securities
       Exchange  Act  of  1934  that  are   incorporated  by  reference  in  the
       registration statement.

       (2)  That,  for the  purpose  of  determining  any  liability  under  the
       Securities  Act of 1933,  each  such  post-effective  amendment  shall be
       deemed to be a new  registration  statement  relating  to the  securities
       offered  therein,  and the offering of such securities at that time shall
       be deemed to be the initial bona fide offering thereof.

                                      II-3


<PAGE>

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

       (4)  If  the  registrant  is  a  foreign  private   issuer,   to  file  a
       post-effective  amendment  to the  registration  statement to include any
       financial statements required by ss.210.3-19 of this chapter at the start
       of any delayed  offering or throughout a continuous  offering.  Financial
       statements and information  otherwise required by Section 10(a)(3) of the
       Act need not be furnished,  provided that the registrant  includes in the
       prospectus, by means of a post-effective amendment,  financial statements
       required   pursuant  to  this  paragraph  (a)(4)  and  other  information
       necessary to ensure that all other  information  in the  prospectus is at
       least  as   current   as  the  date  of   those   financial   statements.
       Notwithstanding the foregoing, with respect to registration statements on
       Form F-3 (ss.239.33 of this chapter), a post-effective amendment need not
       be filed to include  financial  statements  and  information  required by
       Section  10(a)(3)  of the  Act or  ss.210.3-19  of this  chapter  if such
       financial  statements and information  are contained in periodic  reports
       filed with or furnished to the Commission by the  registrant  pursuant to
       section 13 or section 15(d) of the  Securities  Exchange Act of 1934 that
       are incorporated by reference in the Form F-3.

(b)  The  undersigned   registrant  hereby  undertakes  that,  for  purposes  of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to section  13(a) or section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

(h) Insofar as indemnification  for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers and controlling  persons of the
registrant pursuant to the foregoing  provisions,  or otherwise,  the registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is against  public policy as expressed in the Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

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

                                      II-4


<PAGE>

                                   SIGNATURES

Pursuant  to  the  requirements  of the  Securities  Act of  1933,  the  Company
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of  Roswell,  the State of  Georgia  on the 23rd day of
August, 1996.

Technology Service Group, Inc.
  (Issuer and Employer)

By:  /s/ Vincent C. Bisceglia
   --------------------------
   Vincent C. Bisceglia,
   President & Chief Executive Officer
   (principal executive officer)

                                POWER OF ATTORNEY

KNOW ALL MEN BY THESE  PRESENTS,  that each individual  whose signature  appears
below  constitutes and appoints Vincent C. Bisceglia,  William H. Thompson,  and
Roger M. Barzun jointly and severally his true and lawful  attorneys-in-fact and
agents with full powers of substitution for him and in his name, place and stead
in  any  and  all  capacities  to  sign  any  and  all   amendments   (including
post-effective  amendments) to this registration  statement and to file the same
with all exhibits  thereto and all  documents in connection  therewith  with the
Securities and Exchange  Commission,  granting unto said  attorneys-in-fact  and
agents  and each of them full power and  authority  to do and  perform  each and
every act and thing requisite and necessary to be done in and about the premises
as fully as he might or could do in person,  hereby ratifying and confirming all
that said  attorneys-in-fact  and agents, or any of them, or their substitute or
substitutes may lawfully do or cause to be done by virtue thereof.

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

Name                              Title/Capacity                       Date

                                  Chairman of the Board of
   /s/ David R. A. Steadman       Directors                      August 23, 1996
- ---------------------------
David R. A. Steadman

                                  President & Chief Executive    August 23, 1996
   /s/ Vincent C. Bisceglia       Officer (principal executive  
- ---------------------------       officer) and Director
Vincent C. Bisceglia              
                                  Vice President & Chief         August 23, 1996
   /s/ William H. Thompson        Financial Officer (principal
- ---------------------------       financial and accounting 
William H. Thompson               officer)

   /s/ D. Thomas Abbott           Director                       August 23, 1996
- ---------------------------        
D. Thomas Abbott

   /s/ Charles E. Davidson        Director                       August 23, 1996
- ---------------------------      
Charles E. Davidson

   /s/ Robert M. Davies           Director                       August 23, 1996
- ---------------------------          
Robert M. Davies

                                  Director                       August 23, 1996
- ---------------------------
Olivier Roussel


                                      II-5
<PAGE>

                                INDEX TO EXHIBITS

Exhibit                                                      At Page
Number                                                       Number

      5   Opinion of Roger M. Barzun as to the legality 
          of the shares being registered.                       7
                                                               
     23.1 Consent of Deloitte & Touche LLP.                     8
                                                               
     23.2 Consent of Price Waterhouse LLP                       9
                                                               
     23.3 Consent of Roger M. Barzun (included in Exhibit 5).
       
     24   Power of Attorney (included on Page II-5).

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

                                      II-6
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT ON FORM S-8", "secsgml_size_bytes": 17908}]
{"company-data": {"conformed-name": "TECHNOLOGY SERVICE GROUP INC \\DE\\", "cik": "0001005274", "assigned-sic": "4899", "irs-number": "591637426", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-10855", "film-number": "96621061"}, "business-address": {"street1": "20 MANSELL COURT EAST", "street2": "STE 200", "city": "ROSWELL", "state": "GA", "zip": "30076", "phone": "7705870208"}, "mail-address": {"street1": "20 MANSELL COURT EAST", "street2": "SUITE 200", "city": "ROSWELL", "state": "GA", "zip": "30076"}}
As filed with the Securities and Exchange Commission August 27, 1996

                                                 REGISTRATION No. 33- __________

                       SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C.

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

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                         TECHNOLOGY SERVICE GROUP, INC.
             (Exact name of registrant as specified in its charter)

           DELAWARE                                         59-1637426
(State or other jurisdiction of                         (I.R.S. Employer
incorporation or organization)                         Identification No.)

20 Mansell Court East - Suite 200
       Roswell, Georgia                                       30076
(Address of Principal Executive Offices)                   (Zip Code)

                        TECHNOLOGY SERVICE GROUP, INC. --
                             1994 OMNIBUS STOCK PLAN
                             1995 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
                             1995 EMPLOYEE STOCK PURCHASE PLAN
                                (Full title of the plans)

                                 Roger M. Barzun
                                 General Counsel
                        20 Mansell Court East - Suite 200
                             Roswell, Georgia 30076
                     (Name and address of agent for service)

                                 (770) 587-0208
          (Telephone number, including area code, of agent for service)

                         Calculation of Registration Fee
Title of         Amount to Be     Proposed Maximum     Proposed Maximum        Amount of
Securities to be     Registered(1)   Offering Price per     Aggregate Offer     Registration Fee
   Registered                             Share(2)               Price
Common Stock           835,000           $10.875              $9,080,625           $3,131.25
(1)  Plus such  additional  number of shares as may be required  pursuant to the
     plans   in  the   event  of  a  stock   dividend,   split-up   of   shares,
     recapitalization or other similar change in the Common Stock.

(2)  Estimated  solely for the purposes of calculating the  registration  fee in
     accordance  with Rule  457(h)(1) on the basis of the average of the bid and
     asked prices of the Common Stock as reported on the NASDAQ  SmallCap Market
     on August 21, 1996.

                                                                     Page 1 of 9
                                                         Exhibit Index at Page 6
EXPLANATORY NOTE

This   Registration   Statement  has  been  prepared  in  accordance   with  the
requirements of Form S-8 and relates to 835,000 shares of Common Stock, $.01 par
value, of Technology Service Group, Inc. (the "Company") that have been reserved
for  issuance   pursuant  to  the  Company's  1994  Omnibus  Stock  Plan,   1995
Non-Employee Director Stock Option Plan and 1995 Employee Stock Purchase Plan.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference

          The following  documents are hereby  incorporated by reference in this
          Registration Statement:

          (a)  The Company's  Registration  Statement on Form S-1,  Registration
               Number 33-80695;

          (b)  The  Company's  Annual  Report on Form 10-K for the  fiscal  year
               ended March 29, 1996;

          (b)  The  Company's  Quarterly  Report  on Form  10-Q  for the  fiscal
               quarter ended June 28, 1996; and

          (c)  The  description  of the  Company's  Common Stock  contained in a
               registration  statement  on  Form  8-A  File  No.  0-28352  filed
               pursuant to the Securities Exchange Act of 1934, as amended, (the
               "Exchange  Act") on April 25, 1996 and any  amendments or reports
               filed for the purpose of updating such description.

          In  addition,  all  documents  filed by the Company  after the initial
          filing date of this registration statement pursuant to Sections 13(a),
          13(c),  14 and 15(d) of the  Exchange Act and prior to the filing of a
          post-effective  amendment which  indicates that all shares  registered
          hereunder  have  been  sold or  which  de-registers  all  shares  then
          remaining  unsold,  shall be deemed to be incorporated by reference in
          this  registration  statement and to be a part hereof from the date of
          filing of such documents.

Item 4.   Description of Securities

          Not applicable.

Item 5.   Interests of Named Experts and Counsel

          The  legality of the shares of Common  Stock  offered  hereby has been
          passed upon for the  Company by Roger M.  Barzun,  60 Hubbard  Street,
          Concord,  Massachusetts  01742,  who is Assistant  Secretary,  General
          Counsel and an employee of the Company.

Item 6.   Indemnification of Officers and Directors

          Section  145 of the General  Corporation  Law of the State of Delaware
          provides  that  a  corporation  may  indemnify  a  director,  officer,
          employee  or  agent  against  expenses  (including  attorneys'  fees),
          judgments,  fines and for amounts paid in  settlement in respect of or
          in successful defense of any action, suit or proceeding if he acted in
          good  faith and in a manner he  reasonably  believed  to be in, or not
          opposed to, the best interests of the  corporation,  and, with respect
          to any  criminal  action or  proceeding,  had no  reasonable  cause to
          believe his conduct was unlawful.

          Reference  is made to the  provisions  of  Section 7 of the  Company's
          Certificate  of  Incorporation  filed as Exhibit 3(i) to the Company's
          registration  statement on Form S-1, Registration Number 33-80695. The
          effect of such  provisions  is to indemnify the directors and officers
          of the Company  against all costs,  expenses  and amounts of liability
          incurred by them in connection  with any action or settlement  thereof
                                      
                                      II-2
in which they are  involved  by reason of their  affiliation  with the
          Company to the  fullest  extent  permitted  by the law of the State of
          Delaware.

Item 7.   Exemption from Registration Claimed.

          Not applicable.
     
Item 8.   Exhibits

          5    Opinion of Roger M. Barzun as to the legality of the shares being
               registered

         23.1  Consent  of  Deloitte  &  Touche  LLP.   

         23.2  Consent of Price Waterhouse LLP.

         23.3  Consent of Roger M. Barzun  (included  in Exhibit 5). 

         24    Power of Attorney (included on Page II-5).

Item 9.   Undertakings

(a) The undersigned registrant hereby undertakes:

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

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

          (ii) To reflect in the  prospectus  any facts or events  arising after
          the effective date of the  registration  statement (or the most recent
          post-effective  amendment  thereof)  which,  individually  or  in  the
          aggregate, represent a fundamental change in the information set forth
          in the  registration  statement.  Notwithstanding  the foregoing,  any
          increase  or decrease  in volume of  securities  offered (if the total
          dollar  value of  securities  offered  would not exceed that which was
          registered)  and  any  deviation  from  the  low  or  high  end of the
          estimated  maximum  offering  range  may be  reflected  in the form of
          prospectus   filed  with  the  Commission   pursuant  to  Rule  424(b)
          (ss.230.424(b)  of this chapter) if, in the aggregate,  the changes in
          volume and price  represent  no more than a 20% change in the  maximum
          aggregate offering price set forth in the "Calculation of Registration
          Fee" table in the effective registration statement.

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

       Provided,  however,  that  paragraphs  (a)(1)(i)  and  (a)(1)(ii) of this
       section  do not  apply  if the  registration  statement  is on  Form  S-3
       (ss.239.13 of this  chapter),  Form S-8  (ss.239.16b  of this chapter) or
       Form F-3 (ss.239.33 of this chapter),  and the information required to be
       included in a  post-effective  amendment by those paragraphs is contained
       in periodic  reports  filed with or  furnished to the  Commission  by the
       registrant  pursuant  to section 13 or  section  15(d) of the  Securities
       Exchange  Act  of  1934  that  are   incorporated  by  reference  in  the
       registration statement.

       (2)  That,  for the  purpose  of  determining  any  liability  under  the
       Securities  Act of 1933,  each  such  post-effective  amendment  shall be
       deemed to be a new  registration  statement  relating  to the  securities
       offered  therein,  and the offering of such securities at that time shall
       be deemed to be the initial bona fide offering thereof.

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

       (4)  If  the  registrant  is  a  foreign  private   issuer,   to  file  a
       post-effective  amendment  to the  registration  statement to include any
       financial statements required by ss.210.3-19 of this chapter at the start
       of any delayed  offering or throughout a continuous  offering.  Financial
       statements and information  otherwise required by Section 10(a)(3) of the
       Act need not be furnished,  provided that the registrant  includes in the
       prospectus, by means of a post-effective amendment,  financial statements
       required   pursuant  to  this  paragraph  (a)(4)  and  other  information
       necessary to ensure that all other  information  in the  prospectus is at
       least  as   current   as  the  date  of   those   financial   statements.
       Notwithstanding the foregoing, with respect to registration statements on
       Form F-3 (ss.239.33 of this chapter), a post-effective amendment need not
       be filed to include  financial  statements  and  information  required by
       Section  10(a)(3)  of the  Act or  ss.210.3-19  of this  chapter  if such
       financial  statements and information  are contained in periodic  reports
       filed with or furnished to the Commission by the  registrant  pursuant to
       section 13 or section 15(d) of the  Securities  Exchange Act of 1934 that
       are incorporated by reference in the Form F-3.

(b)  The  undersigned   registrant  hereby  undertakes  that,  for  purposes  of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to section  13(a) or section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

(h) Insofar as indemnification  for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers and controlling  persons of the
registrant pursuant to the foregoing  provisions,  or otherwise,  the registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is against  public policy as expressed in the Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

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

                                      II-4
SIGNATURES

Pursuant  to  the  requirements  of the  Securities  Act of  1933,  the  Company
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of  Roswell,  the State of  Georgia  on the 23rd day of
August, 1996.

Technology Service Group, Inc.
  (Issuer and Employer)

By:  /s/ Vincent C. Bisceglia
   --------------------------
   Vincent C. Bisceglia,
   President & Chief Executive Officer
   (principal executive officer)

                                POWER OF ATTORNEY

KNOW ALL MEN BY THESE  PRESENTS,  that each individual  whose signature  appears
below  constitutes and appoints Vincent C. Bisceglia,  William H. Thompson,  and
Roger M. Barzun jointly and severally his true and lawful  attorneys-in-fact and
agents with full powers of substitution for him and in his name, place and stead
in  any  and  all  capacities  to  sign  any  and  all   amendments   (including
post-effective  amendments) to this registration  statement and to file the same
with all exhibits  thereto and all  documents in connection  therewith  with the
Securities and Exchange  Commission,  granting unto said  attorneys-in-fact  and
agents  and each of them full power and  authority  to do and  perform  each and
every act and thing requisite and necessary to be done in and about the premises
as fully as he might or could do in person,  hereby ratifying and confirming all
that said  attorneys-in-fact  and agents, or any of them, or their substitute or
substitutes may lawfully do or cause to be done by virtue thereof.

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

Name                              Title/Capacity                       Date

                                  Chairman of the Board of
   /s/ David R. A. Steadman       Directors                      August 23, 1996
- ---------------------------
David R. A. Steadman

                                  President & Chief Executive    August 23, 1996
   /s/ Vincent C. Bisceglia       Officer (principal executive  
- ---------------------------       officer) and Director
Vincent C. Bisceglia              
                                  Vice President & Chief         August 23, 1996
   /s/ William H. Thompson        Financial Officer (principal
- ---------------------------       financial and accounting 
William H. Thompson               officer)

   /s/ D. Thomas Abbott           Director                       August 23, 1996
- ---------------------------        
D. Thomas Abbott

   /s/ Charles E. Davidson        Director                       August 23, 1996
- ---------------------------      
Charles E. Davidson

   /s/ Robert M. Davies           Director                       August 23, 1996
- ---------------------------          
Robert M. Davies

                                  Director                       August 23, 1996
- ---------------------------
Olivier Roussel

                                      II-5
INDEX TO EXHIBITS

Exhibit                                                      At Page
Number                                                       Number

      5   Opinion of Roger M. Barzun as to the legality 
          of the shares being registered.                       7
                                                               
     23.1 Consent of Deloitte & Touche LLP.                     8
                                                               
     23.2 Consent of Price Waterhouse LLP                       9
                                                               
     23.3 Consent of Roger M. Barzun (included in Exhibit 5).
       
     24   Power of Attorney (included on Page II-5).

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

                                      II-6