As filed with the Securities and Exchange Commission on April 9, 2004
                                                          Reg. No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                           BRANDPARTNERS GROUP, INC.

             (Exact name of registrant as specified in its charter)

        Delaware                                          13-3236325
(State or other jurisdiction of                        (I.R.S. Employer
 incorporation or organization)                       identification No.)
                                 10 Main Street
                              Rochester, NH 03839
                                 (800) 732-3999
                    (Address of principal executive offices)
                ------------------------------------------------

                        CONSULTING AND OPTION AGREEMENTS
                              (Full title of plan)

                                James F. Brooks
                             Chief Executive Officer
                                 10 Main Street
                              Rochester, NH 03839
                    (Name and address of agent for service)
                                 (800) 732-3999
          (Telephone number, including area code of agent for service)

                                    Copy to:
                              Baratta & Goldstein
                          597 Fifth Avenue, 9th Floor
                            New York, New York 10017
                       (212) 750-9700 fax: (212) 750-8297

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
                                                      Proposed maximum              Proposed maximum
Title of securities             Amount to be          offering price                Aggregate offering              Amount of
To be registered                Registered(1)         per share (2)                 Price                           Registration fee
-------------------             -------------         ----------------              ------------------              ----------------
<S>                             <C>                    <C>                           <C>                                <C>
Common Stock                    2,000,000                $0.20                        $  400,000.00                      $ 50.68
($.01 par value)                4,000,000                $0.30                        $1,200,000.00                      $152.04
                                                                                                                        --------
                                                                                                                         $202.72
-------------------             ------------          ---------------               ------------------              ----------------
</TABLE>

(1)  Pursuant  to Rule  416(a),  this  registration  statement  also  covers any
additional securities that may be offered or issued in connection with any stock
split, stock dividend or similar transaction.

(2) Estimated  solely for the purpose of determining  the amount of registration
fee  and  pursuant  to  Rules  457(c)  and  457  (h) of the  General  Rules  and
Regulations  under  the  Securities  Act of 1993,  based  upon the  issuance  of
2,000,000  shares  issuable  upon  exercise of options at $.20 per share and the
issuance  of  4,000,000  shares  issuable  upon  exercise of options at $.30 per
share.


<PAGE>

                                     PART I

INFORMATION REQUIRED IN THIS SECTION 10(a) PROSPECTUS

Item 1. Plan Information.

Information  required by Part 1 to be contained in the Section 10(a)  prospectus
is omitted from the registration statement in accordance with Rule 428 under the
Securities Act of 1933 and the Note to Part I of Form S-8.

Item 2. Registrant Information and Employee Plan Annual Information.

Information  required by Part 1 to be contained in the Section 10(a)  prospectus
is omitted from the registration statement in accordance with Rule 428 under the
Securities Act of 1933 and the Note to Part I of Form S-8.


                                       1
<PAGE>

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

The following documents filed by BrandPartners  Group, Inc. (the "Company") with
the Securities and Exchange  Commission (the  "Commission")  are incorporated by
reference herein:

(a) The Company's  annual report on Form 10-K for the fiscal year ended December
31,  2003 as filed  March 30,  2004  pursuant  to Section  13(a) or 15(d) of the
Exchange Act, file number 000-16530;

(b) The  description  of the Company's  common stock  contained in the Company's
Registration  Statement  on Form SB-2 dated June 29,  1999,  filed  pursuant  to
Section 12 of the Exchange Act, including any amendment or reports filed for the
purpose of updating the description;

(c) Any document filed by the Company with the  Commission  pursuant to Sections
13(a),  13( c), 14 or 15(d) of the Exchange Act  subsequent  to the date hereof,
but  prior to the  filing of a  post-effective  amendment  to this  Registration
Statement which indicates that all shares of common stock  registered  hereunder
have  been  sold or that  deregisters  all such  shares  of  common  stock  then
remaining  unsold,  such documents  being deemed to be incorporated by reference
herein and to be part hereof from the date of filing of such documents.

In  addition,  all  documents  subsequently  filed  with the  Commission  by the
Registrant  pursuant to Sections 13(a),  13(c), 14 and 15(d) of the Exchange Act
on or after the date of the Registration  Statement and prior to the filing of a
post-effective  amendment which indicates that all securities  offered hereunder
have been sold or which  deregisters all securities then remaining  unsold under
the Registration  Statement,  shall be deemed to be incorporated by reference in
this  Registration  Statement  and to be part  hereof from the date of filing of
such documents.  Any statement contained herein or in a document incorporated or
deemed to be 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 earlier statement. Any 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. Interests of Named Experts and Counsel

The legality of the shares of Common Stock  offered  hereby has been passed upon
by Baratta &  Goldstein.  Options for a portion of the shares  being  registered
herein are being issued to BrandPartners' attorney in such law firm for services
provided to BrandPartners.

Item 6. Indemnification of Directors and Officers

Section 102 of the Delaware  General  Corporation  Law allows a  corporation  to
eliminate  the  personal   liability  of  directors  of  a  corporation  to  the
corporation or to any of its  stockholders  for monetary  damage for a breach of
his or her fiduciary  duty as a director,  except in the case where the director
breached  his or her duty of loyalty,  failed to act in good  faith,  engaged in
intentional  misconduct or knowingly violated a law, authorized the payment of a
dividend or approved a stock  repurchase in violation of Delaware  corporate law
or  obtained  an  improper  personal  benefit.   BrandPartners'  Certificate  of
Incorporation contains a provision that eliminates directors' personal liability
as set forth above.

Section 145 of the Delaware General Corporation Law, as amended, provides that a
corporation  may  indemnify any person who was or is a party or is threatened to
be  made a  party  to any  threatened,  pending  or  completed  action,  suit or
proceeding, whether civil, criminal,  administrative or investigative, by reason


                                       2
<PAGE>

of the fact that he or she is or was a director,  officer,  employee or agent of
the  corporation or is or was serving at its request in such capacity in another
corporation or business associated against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him or her in  connection  with such action,  suit or proceeding if he or she
acted in good faith and in a manner he or she  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 or her
conduct was unlawful.

Article  IX of the  Company's  Certificate  of  Incorporation  provides  for the
indemnification of its directors to the fullest extent permitted by the Delaware
General Corporation Law. This provision in the Certificate of Incorporation does
not  eliminate  the  fiduciary  duty  of  the  directors,  and,  in  appropriate
circumstances,   equitable  remedies  such  as  injunctive  or  other  forms  of
non-monetary relief will remain available under Delaware Law. In addition,  each
director will  continue to be subject to liability for breach of the  director's
duty of  loyalty  to the  Company  for acts or  omissions  not in good  faith or
involving  intentional  misconduct,  for knowing  violations of law, for actions
leading  to  improper  personal  benefit  to the  director  and for  payment  of
dividends  or approval of stock  repurchases  or  redemptions  that are unlawful
under Delaware law. The provision does not affect a director's  responsibilities
under any other law,  such as the  federal  securities  laws or state or federal
environmental  laws.  Article  VIII of the  Company's  Bylaws  provides  for the
indemnification of officers, directors and third parties acting on behalf of the
corporation to the full extent permitted by Delaware law.

The Company has  entered  into  Indemnification  Agreements  with its  executive
officers and directors.  The  Indemnification  Agreements  provide the Company's
officers  and  directors  with  further  indemnification  to the maximum  extent
permitted by the Delaware General Corporation Law.

Item 7. Exemption from Registration Claimed

Not applicable.

Item 8. Exhibits

The Exhibits to this registration  statement are listed in the index to Exhibits
on page 6.

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
1933:

(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 this Registration Statement:

(iii)  To  include  any  material  information  with  respect  to  the  plan  of
distribution  not  previously  disclosed in this  Registration  Statement or any
material change to such information in this  Registration  Statement;  provided,
however,  that  paragraph  (1)(i) and  (1)(ii)  do not apply if the  information
required to be included in a  post-effective  amendment by those  paragraphs  is
contained  in periodic  reports  filed by the Company  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
of  1933,  each  such  post-effective  amendments  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
<PAGE>

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

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

(c) Insofar as indemnification  for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers and controlling  persons of the
Company pursuant to the above-described provisions or otherwise, the Company has
been  advised  that in the opinion of the  Commission  such  indemnification  is
against  public  policy  as  expressed  in the  Securities  Act of 1933  and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the Company of expenses 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 in connection with the securities being
registered,  the Company  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  Securities  Act of 1933 and will be governed by the
final adjudication of such issue.


                                       4
<PAGE>

                                   SIGNATURES

Pursuant to the  requirements  of the  Securities  Act of 1933,  the  Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  a form  S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of New York, State of New York on April 9, 2004.

                                       BrandPartners Group, Inc.

                                       By   /s/ James F. Brooks
                                       ----------------------------
                                       James F. Brooks, Chief Executive
                                       Officer

                               POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS,  that each person whose signature  appears below
constitutes  and appoints James F. Brooks,  as his  attorney-in-fact,  with full
power of substitution and resubstitution,  for him in any and all capacities, to
sign any and all  amendments  to this  Registration  Statement,  and to file the
same, with exhibits  thereto and other documents in connection  therewith,  with
the Securities and Exchange Commission, granting unto said attorney-in-fact full
power and authority to do and perform each and every act and thing requisite and
necessary  to be done in  connection  therewith  as  fully  to all  intents  and
purposes as he might or could do in person,  hereby ratifying and confirming all
that said attorney-in-fact,  or their substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.

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

Signature                     Title                             Date
-----------------------       ---------------------------       ----------------

/s/ Anthony J. Cataldo        Chairman of the                   April 9, 2004
----------------------
Anthony J. Cataldo            Board of Directors

/s/ Richard Levy              Director                          April  9, 2004
----------------------
Richard Levy

/s/ J. Weldon Chitwood        Director, Secretary               April  9, 2004
----------------------
J. Weldon Chitwood


                                       5
<PAGE>

                               INDEX TO EXHIBITS

Exhibit                                                           Sequentially
NO.                             Description                       Numbered Pages
------                          -----------                       --------------

4.1                 Consulting and Option Agreements Summary
4.1(a)              Agreement - Anthony J. Cataldo
4.1(b)              Consulting Agreement - Peter Benz
4.1(c)              Consulting Agreement - Clifford D. Brune
4.1(d)              Option Agreement - James F. Brooks
4.1(e)              Option Agreement - Richard Levy
4.1(f)              Option Agreement - J. Weldon Chitwood
4.1(g)              Option Agreement - Joseph A. Baratta
5.1                 Opinion of Baratta & Goldstein
23.1                Consent of Goldstein and Morris
                    Certified Public Accountants
23.2                Consent of Baratta & Goldstein
                    (filed as part of Exhibit 5.1)
24.1                Power of Attorney (included in Signatures)


                                       6
[{"type": "S-8", "sequence": "1", "filename": "e17438s8.txt", "description": "FORM S-8", "secsgml_size_bytes": 18358}]
{"company-data": {"conformed-name": "BRANDPARTNERS GROUP INC", "cik": "0000798600", "assigned-sic": "8742", "irs-number": "133236325", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-114360", "film-number": "04726637"}, "business-address": {"street1": "777 THIRD AVENUE", "street2": "30TH FLOOR", "city": "NEW YORK", "state": "NY", "zip": "10017", "phone": "212-446-0200"}, "mail-address": {"street1": "777 THIRD AVENUE", "street2": "30TH FLOOR", "city": "NEW YORK", "state": "NY", "zip": "10017"}, "former-company": {"former-conformed-name": "FINANCIAL PERFORMANCE CORP", "date-changed": "19940406"}}
As filed with the Securities and Exchange Commission on April 9, 2004
                                                          Reg. No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                           BRANDPARTNERS GROUP, INC.

             (Exact name of registrant as specified in its charter)

        Delaware                                          13-3236325
(State or other jurisdiction of                        (I.R.S. Employer
 incorporation or organization)                       identification No.)
                                 10 Main Street
                              Rochester, NH 03839
                                 (800) 732-3999
                    (Address of principal executive offices)
                ------------------------------------------------

                        CONSULTING AND OPTION AGREEMENTS
                              (Full title of plan)

                                James F. Brooks
                             Chief Executive Officer
                                 10 Main Street
                              Rochester, NH 03839
                    (Name and address of agent for service)
                                 (800) 732-3999
          (Telephone number, including area code of agent for service)

                                    Copy to:
                              Baratta & Goldstein
                          597 Fifth Avenue, 9th Floor
                            New York, New York 10017
                       (212) 750-9700 fax: (212) 750-8297

                        CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------------------
                                                      Proposed maximum              Proposed maximum
Title of securities             Amount to be          offering price                Aggregate offering              Amount of
To be registered                Registered(1)         per share (2)                 Price                           Registration fee
-------------------             -------------         ----------------              ------------------              ----------------
Common Stock                    2,000,000                $0.20                        $  400,000.00                      $ 50.68
($.01 par value)                4,000,000                $0.30                        $1,200,000.00                      $152.04
                                                                                                                        --------
                                                                                                                         $202.72
-------------------             ------------          ---------------               ------------------              ----------------
(1)  Pursuant  to Rule  416(a),  this  registration  statement  also  covers any
additional securities that may be offered or issued in connection with any stock
split, stock dividend or similar transaction.

(2) Estimated  solely for the purpose of determining  the amount of registration
fee  and  pursuant  to  Rules  457(c)  and  457  (h) of the  General  Rules  and
Regulations  under  the  Securities  Act of 1993,  based  upon the  issuance  of
2,000,000  shares  issuable  upon  exercise of options at $.20 per share and the
issuance  of  4,000,000  shares  issuable  upon  exercise of options at $.30 per
share.
PART I

INFORMATION REQUIRED IN THIS SECTION 10(a) PROSPECTUS

Item 1. Plan Information.

Information  required by Part 1 to be contained in the Section 10(a)  prospectus
is omitted from the registration statement in accordance with Rule 428 under the
Securities Act of 1933 and the Note to Part I of Form S-8.

Item 2. Registrant Information and Employee Plan Annual Information.

Information  required by Part 1 to be contained in the Section 10(a)  prospectus
is omitted from the registration statement in accordance with Rule 428 under the
Securities Act of 1933 and the Note to Part I of Form S-8.

                                       1
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

The following documents filed by BrandPartners  Group, Inc. (the "Company") with
the Securities and Exchange  Commission (the  "Commission")  are incorporated by
reference herein:

(a) The Company's  annual report on Form 10-K for the fiscal year ended December
31,  2003 as filed  March 30,  2004  pursuant  to Section  13(a) or 15(d) of the
Exchange Act, file number 000-16530;

(b) The  description  of the Company's  common stock  contained in the Company's
Registration  Statement  on Form SB-2 dated June 29,  1999,  filed  pursuant  to
Section 12 of the Exchange Act, including any amendment or reports filed for the
purpose of updating the description;

(c) Any document filed by the Company with the  Commission  pursuant to Sections
13(a),  13( c), 14 or 15(d) of the Exchange Act  subsequent  to the date hereof,
but  prior to the  filing of a  post-effective  amendment  to this  Registration
Statement which indicates that all shares of common stock  registered  hereunder
have  been  sold or that  deregisters  all such  shares  of  common  stock  then
remaining  unsold,  such documents  being deemed to be incorporated by reference
herein and to be part hereof from the date of filing of such documents.

In  addition,  all  documents  subsequently  filed  with the  Commission  by the
Registrant  pursuant to Sections 13(a),  13(c), 14 and 15(d) of the Exchange Act
on or after the date of the Registration  Statement and prior to the filing of a
post-effective  amendment which indicates that all securities  offered hereunder
have been sold or which  deregisters all securities then remaining  unsold under
the Registration  Statement,  shall be deemed to be incorporated by reference in
this  Registration  Statement  and to be part  hereof from the date of filing of
such documents.  Any statement contained herein or in a document incorporated or
deemed to be 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 earlier statement. Any 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. Interests of Named Experts and Counsel

The legality of the shares of Common Stock  offered  hereby has been passed upon
by Baratta &  Goldstein.  Options for a portion of the shares  being  registered
herein are being issued to BrandPartners' attorney in such law firm for services
provided to BrandPartners.

Item 6. Indemnification of Directors and Officers

Section 102 of the Delaware  General  Corporation  Law allows a  corporation  to
eliminate  the  personal   liability  of  directors  of  a  corporation  to  the
corporation or to any of its  stockholders  for monetary  damage for a breach of
his or her fiduciary  duty as a director,  except in the case where the director
breached  his or her duty of loyalty,  failed to act in good  faith,  engaged in
intentional  misconduct or knowingly violated a law, authorized the payment of a
dividend or approved a stock  repurchase in violation of Delaware  corporate law
or  obtained  an  improper  personal  benefit.   BrandPartners'  Certificate  of
Incorporation contains a provision that eliminates directors' personal liability
as set forth above.

Section 145 of the Delaware General Corporation Law, as amended, provides that a
corporation  may  indemnify any person who was or is a party or is threatened to
be  made a  party  to any  threatened,  pending  or  completed  action,  suit or
proceeding, whether civil, criminal,  administrative or investigative, by reason

                                       2
of the fact that he or she is or was a director,  officer,  employee or agent of
the  corporation or is or was serving at its request in such capacity in another
corporation or business associated against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him or her in  connection  with such action,  suit or proceeding if he or she
acted in good faith and in a manner he or she  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 or her
conduct was unlawful.

Article  IX of the  Company's  Certificate  of  Incorporation  provides  for the
indemnification of its directors to the fullest extent permitted by the Delaware
General Corporation Law. This provision in the Certificate of Incorporation does
not  eliminate  the  fiduciary  duty  of  the  directors,  and,  in  appropriate
circumstances,   equitable  remedies  such  as  injunctive  or  other  forms  of
non-monetary relief will remain available under Delaware Law. In addition,  each
director will  continue to be subject to liability for breach of the  director's
duty of  loyalty  to the  Company  for acts or  omissions  not in good  faith or
involving  intentional  misconduct,  for knowing  violations of law, for actions
leading  to  improper  personal  benefit  to the  director  and for  payment  of
dividends  or approval of stock  repurchases  or  redemptions  that are unlawful
under Delaware law. The provision does not affect a director's  responsibilities
under any other law,  such as the  federal  securities  laws or state or federal
environmental  laws.  Article  VIII of the  Company's  Bylaws  provides  for the
indemnification of officers, directors and third parties acting on behalf of the
corporation to the full extent permitted by Delaware law.

The Company has  entered  into  Indemnification  Agreements  with its  executive
officers and directors.  The  Indemnification  Agreements  provide the Company's
officers  and  directors  with  further  indemnification  to the maximum  extent
permitted by the Delaware General Corporation Law.

Item 7. Exemption from Registration Claimed

Not applicable.

Item 8. Exhibits

The Exhibits to this registration  statement are listed in the index to Exhibits
on page 6.

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
1933:

(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 this Registration Statement:

(iii)  To  include  any  material  information  with  respect  to  the  plan  of
distribution  not  previously  disclosed in this  Registration  Statement or any
material change to such information in this  Registration  Statement;  provided,
however,  that  paragraph  (1)(i) and  (1)(ii)  do not apply if the  information
required to be included in a  post-effective  amendment by those  paragraphs  is
contained  in periodic  reports  filed by the Company  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
of  1933,  each  such  post-effective  amendments  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
(3) To remove from registration by mean of a post-effective amendment any of the
securities being  registered  hereunder that remain unsold at the termination of
the offering.

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

(c) Insofar as indemnification  for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers and controlling  persons of the
Company pursuant to the above-described provisions or otherwise, the Company has
been  advised  that in the opinion of the  Commission  such  indemnification  is
against  public  policy  as  expressed  in the  Securities  Act of 1933  and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the Company of expenses 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 in connection with the securities being
registered,  the Company  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  Securities  Act of 1933 and will be governed by the
final adjudication of such issue.

                                       4
SIGNATURES

Pursuant to the  requirements  of the  Securities  Act of 1933,  the  Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  a form  S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of New York, State of New York on April 9, 2004.

                                       BrandPartners Group, Inc.

                                       By   /s/ James F. Brooks
                                       ----------------------------
                                       James F. Brooks, Chief Executive
                                       Officer

                               POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS,  that each person whose signature  appears below
constitutes  and appoints James F. Brooks,  as his  attorney-in-fact,  with full
power of substitution and resubstitution,  for him in any and all capacities, to
sign any and all  amendments  to this  Registration  Statement,  and to file the
same, with exhibits  thereto and other documents in connection  therewith,  with
the Securities and Exchange Commission, granting unto said attorney-in-fact full
power and authority to do and perform each and every act and thing requisite and
necessary  to be done in  connection  therewith  as  fully  to all  intents  and
purposes as he might or could do in person,  hereby ratifying and confirming all
that said attorney-in-fact,  or their substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.

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

Signature                     Title                             Date
-----------------------       ---------------------------       ----------------

/s/ Anthony J. Cataldo        Chairman of the                   April 9, 2004
----------------------
Anthony J. Cataldo            Board of Directors

/s/ Richard Levy              Director                          April  9, 2004
----------------------
Richard Levy

/s/ J. Weldon Chitwood        Director, Secretary               April  9, 2004
----------------------
J. Weldon Chitwood

                                       5
INDEX TO EXHIBITS

Exhibit                                                           Sequentially
NO.                             Description                       Numbered Pages
------                          -----------                       --------------

4.1                 Consulting and Option Agreements Summary
4.1(a)              Agreement - Anthony J. Cataldo
4.1(b)              Consulting Agreement - Peter Benz
4.1(c)              Consulting Agreement - Clifford D. Brune
4.1(d)              Option Agreement - James F. Brooks
4.1(e)              Option Agreement - Richard Levy
4.1(f)              Option Agreement - J. Weldon Chitwood
4.1(g)              Option Agreement - Joseph A. Baratta
5.1                 Opinion of Baratta & Goldstein
23.1                Consent of Goldstein and Morris
                    Certified Public Accountants
23.2                Consent of Baratta & Goldstein
                    (filed as part of Exhibit 5.1)
24.1                Power of Attorney (included in Signatures)

                                       6