<PAGE>   1

    As filed with the Securities and Exchange Commission on February 3, 1998
                                                     Registration No. 333-
================================================================================



                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

                        ENTEX INFORMATION SERVICES, INC.
             (Exact name of Registrant as specified in its charter)


                   DELAWARE                              93-133715291
       (STATE OR OTHER JURISDICTION                    (I.R.S. EMPLOYER
              OF INCORPORATION)                       IDENTIFICATION NO.)

                              6 INTERNATIONAL DRIVE
                         RYE BROOK, NEW YORK 10573-1058
   (ADDRESS, INCLUDING ZIP CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

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

                   ENTEX HOLDINGS, INC. 1996 STOCK OPTION PLAN
             ENTEX INFORMATION SERVICES, INC. 1996 STOCK OPTION PLAN
                         1996 PERFORMANCE INCENTIVE PLAN
                      1996 NON-EMPLOYEE DIRECTOR STOCK PLAN
                            (FULL TITLE OF THE PLANS)

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

                              JOHN A. MCKENNA, JR.
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                        ENTEX INFORMATION SERVICES, INC.
                              6 INTERNATIONAL DRIVE
                         RYE BROOK, NEW YORK 10573-1058
                                 (914) 935-3600
(NAME, ADDRESS, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)

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

                                   Copies to:

     JOHN T. SHERIDAN, ESQ.                     LYNNE A. BURGESS, ESQ.          
WILSON SONSINI GOODRICH & ROSATI       SENIOR VICE PRESIDENT AND GENERAL COUNSEL
    PROFESSIONAL CORPORATION               ENTEX INFORMATION SERVICES, INC.     
       650 PAGE MILL ROAD                        6 INTERNATIONAL DRIVE          
       PALO ALTO, CA 94304                  RYE BROOK, NEW YORK 10573-1058      
         (650) 493-9300                             (914) 935-3600


<TABLE>
<CAPTION>
                                       CALCULATION OF REGISTRATION FEE
=================================================================================================================
                                                              PROPOSED            PROPOSED
                                                              MAXIMUM             MAXIMUM
       TITLE OF EACH CLASS                AMOUNT              OFFERING           AGGREGATE          AMOUNT OF
        OF SECURITIES TO                  TO BE                PRICE              OFFERING         REGISTRATION
          BE REGISTERED               REGISTERED(1)         PER SHARE(2)          PRICE(2)             FEE
-----------------------------------------------------------------------------------------------------------------
<S>                                  <C>                       <C>               <C>                <C>   
COMMON STOCK, $.0001 PAR VALUE..     9,149,310 SHARES          $4.43            $40,531,443.30       $11,956.78
=================================================================================================================
</TABLE>

(1)     INCLUDES 2,825,510 SHARES TO BE REGISTERED UNDER THE ENTEX HOLDINGS,
        INC. 1996 STOCK OPTION PLAN (THE "HOLDINGS PLAN"), 806,295 SHARES TO BE
        REGISTERED UNDER THE ENTEX INFORMATION SERVICES, INC. 1996 STOCK OPTION
        PLAN (THE "EIS PLAN"), 5,413,195 SHARES TO BE REGISTERED UNDER THE 1996
        PERFORMANCE INCENTIVE PLAN (THE "PIP"), 104,310 SHARES TO BE REGISTERED
        UNDER THE 1996 NON-EMPLOYEE DIRECTOR STOCK PLAN (THE "DIRECTOR PLAN")
        AND SUCH ADDITIONAL NUMBER OF SHARES AS MAY BE REQUIRED PURSUANT TO THE
        HOLDING PLAN, THE EIS PLAN, THE PIP AND THE DIRECTOR PLAN IN THE EVENT
        OF A STOCK DIVIDEND, REVERSE STOCK SPLIT, SPLIT-UP, RECAPITALIZATION OR
        SIMILAR EVENT.

(2)     THE PROPOSED MAXIMUM OFFERING PRICE PER SHARE WAS ESTIMATED PURSUANT TO
        RULE 457(h) UNDER THE SECURITIES ACT OF 1933, AS AMENDED. WITH RESPECT
        TO (i) 2,825,510


<PAGE>   2

        SHARES WHICH ARE SUBJECT TO OUTSTANDING OPTIONS TO PURCHASE COMMON STOCK
        UNDER THE HOLDINGS PLAN, (ii) 806,295 SHARES WHICH ARE SUBJECT TO
        OUTSTANDING OPTIONS TO PURCHASE COMMON STOCK UNDER THE EIS PLAN AND
        (iii) 2,581,750 SHARES WHICH ARE SUBJECT TO OUTSTANDING OPTIONS TO
        PURCHASE COMMON STOCK UNDER THE PIP PLAN, THE PROPOSED MAXIMUM OFFERING
        PRICE PER SHARE WAS BY CALCULATED USING THE WEIGHTED AVERAGE EXERCISE
        PRICE OF SUCH OPTIONS. THE WEIGHTED AVERAGE EXERCISE PRICE OF : (i) THE
        2,825,510 SHARES SUBJECT TO OUTSTANDING OPTIONS UNDER THE HOLDINGS PLAN
        IS $5.01, (ii) THE 806,295 SHARES SUBJECT TO OUTSTANDING OPTIONS UNDER
        THE EIS PLAN IS $5.41 AND (iii) THE 2,581,750 SHARES SUBJECT TO
        OUTSTANDING OPTIONS UNDER THE PIP PLAN IS $3.28. WITH RESPECT TO THE (i)
        2,831,445 SHARES AVAILABLE FOR FUTURE GRANT UNDER THE PIP PLAN AND (ii)
        104,310 SHARES AVAILABLE FOR FUTURE ISSUANCE UNDER THE DIRECTOR PLAN,
        THE ESTIMATED PROPOSED MAXIMUM OFFERING PRICE PER SHARE IS BASED ON AN
        ESTIMATED EXERCISE PRICE OF $4.63. THE NUMBER REFERENCED ABOVE IN THE
        TABLE ENTITLED "PROPOSED MAXIMUM OFFERING PRICE PER SHARE" REPRESENTS A
        WEIGHTED AVERAGE OF THE FOREGOING ESTIMATES CALCULATED IN ACCORDANCE
        WITH RULE 457(h).



<PAGE>   3

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.       INCORPORATION OF DOCUMENTS BY REFERENCE.

        There are hereby incorporated by reference the following documents and
information heretofore filed with the Securities and Exchange Commission (the
"Commission"):

        ITEM 3(a).

        o   The Registrant's Pre-Effective Amendment No. 2 to the Registration
            Statement on Form 10 pursuant to Section 12(g) of the Securities
            Exchange Act of 1934 (the "Exchange Act") filed with the Commission
            on January 29, 1998 and effective February 2, 1998 containing
            audited financial statements for the fiscal year ended June 29,
            1997.

        ITEM 3(b).

        o   Not Applicable.

        ITEM 3(c).

        o   The description of the Registrant's Common Stock which is contained
            in Item 11 of the Registrant's Pre-Effective Amendment No. 2 to the
            Registration Statement on Form 10 filed pursuant to Section 12(g) of
            the Exchange Act as filed with the Commission on January 29, 1998,
            as amended, and any further amendment or report filed hereafter for
            the purpose of updating such description.

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

ITEM 4.       DESCRIPTION OF SECURITIES.

        Not applicable.

ITEM 5.       INTERESTS OF NAMED EXPERTS AND COUNSEL.

        Not applicable.


ITEM 6.       INDEMNIFICATION OF DIRECTORS AND OFFICERS.

        As permitted by Section 145 of the Delaware General Corporation Law
("DGCL") the Company's Certificate of Incorporation, as amended, includes a
provision that eliminates the personal liability of its




                                      II-1

<PAGE>   4

directors for monetary damages for breach of their duty of care. In addition, as
permitted by Section 145 of the DGCL, the Bylaws of the Company provide that:
(i) the Company is required to indemnify its directors and officers and persons
serving in such capacities in other business enterprises (including, for
example, subsidiaries of the Company) at the Company's request, to the fullest
extent permitted by Delaware law; (ii) the Company is required to indemnify its
directors and officers and persons serving in such capacities in other business
enterprises at the Company's request in connection with any action, suit, or
proceeding initiated by such person only if such initiation was authorized by
the Board of Directors; (iii) the Company may, in its discretion, indemnify
employees and agents in those circumstances where indemnification is not
required by law; (iv) the Company is required to advance expenses, as incurred,
to its directors and officers in connection with defending a proceeding; (v) the
rights conferred in the Bylaws are not exclusive; and (vi) the Company may not
retroactively amend the Bylaw provisions in a way that is adverse to such
directors, officers and employees.

        The Company's policy is to enter into indemnification agreements with
each of its directors and officers that provide the maximum indemnity allowed to
directors and officers by Section 145 of the DGCL and the Bylaws, as well as
certain additional procedural protections. In addition, the indemnification
agreements provide that directors and officers will be indemnified to the
fullest possible extent not prohibited by law against all expenses (including
attorney's fees) and settlement amounts paid or incurred by them in any action
or proceeding, including any action by or in the right of the Company, arising
out of such person's services as a director, officer, employee, agent or
fiduciary of the Company, any subsidiary of the Company or any other company or
enterprise to which such person provides services at the request of the Company
unless a reviewing party as appointed by the Board of Directors determines that
the Company is not obligated to indemnify under applicable law. The Company will
not be obligated pursuant to the indemnification agreements to indemnify or
advance expenses to an indemnified party with respect to proceedings or claims
initiated by the indemnified party and not by way of defense, except with
respect to proceedings specifically authorized by the Board of Directors or
brought to enforce a right to indemnification under the indemnification
agreement, the Company's Bylaws or any statute or law or as otherwise required
under Section 145 of the DGCL. Under the agreements, the Company is not
obligated to indemnify the indemnified party (i) for any expenses incurred by
the indemnified party with respect to any proceeding instituted by the
indemnified party to enforce or interpret the agreement, if a court having
jurisdiction determines that each of the material assertions made by the
indemnified party in such proceeding was not made in good faith or was
frivolous; (ii) for any expenses incurred by the indemnified party with respect
to any proceeding instituted by or in the name of the Company to enforce or
interpret the agreement, if a court of competent jurisdiction determines that
each of the material defenses made by the indemnified party in such proceeding
was made in bad faith or was frivolous; (iii) for any amounts paid in settlement
of a proceeding unless the Company consents to such settlement; (iv) for any
expenses resulting from acts, omissions or transactions for which a court having
jurisdiction makes a final judicial determination that the indemnified party is
prohibited from receiving indemnification under the agreement or applicable law;
or (v) on account of any suit in which judgment is rendered against the
indemnified party for an accounting of profits made from the purchase or sale by
the indemnified party of securities of the Company pursuant to the provisions of
Section 16(b) of the Securities Exchange Act of 1934 and related laws.

        The indemnification provisions in the Bylaws and the indemnification
agreements entered into between the Company and its directors and officers may
be sufficiently broad to permit indemnification of the Company's directors and
officers for liabilities arising under the Securities Act.

ITEM 7.       EXEMPTION FROM REGISTRATION CLAIMED.

       Not applicable.




                                      II-2

<PAGE>   5



ITEM 8.       EXHIBITS.

<TABLE>
<CAPTION>
              Exhibit
              Number         Document
              -------        --------
               <S>          <C>
                4.1(a)      ENTEX Holdings, Inc. 1996 Stock Option Plan and
                            related agreements.
                4.2(a)      ENTEX Information Services, Inc. 1996 Stock Option
                            Plan and related agreements.
                4.3(a)      1996 Performance Incentive Plan and related
                            agreements.
                4.4(b)      1996 Non-Employee Director Stock Plan.
                5.1         Opinion of Wilson Sonsini Goodrich & Rosati,
                            Professional Corporation.
               23.1         Consent of Independent Auditors.
               23.2         Consent of Counsel (contained in Exhibit 5.1).
               24.1         Power of Attorney (see pages II-5 and II-6).
</TABLE>

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

(a)     Incorporated by reference to the Exhibits filed with the Registrant's
        Registration Statement on Form 10 (Commission File No. 0-23169) filed on
        December 3, 1997 and the Pre-Effective Amendment No. 2 to the
        Registrant's Registration Statement on Form 10 filed on January 29,
        1998.
(b)     Incorporated by reference to the Exhibits filed with the Registrant's
        Registration Statement on Form 10 filed on December 3, 1997.

ITEM 9.        UNDERTAKINGS.

        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 to include any material information
                      with respect to the plan of distribution not previously
                      disclosed in the registration state ment or any material
                      change to such information in the registration statement.

               (2)    That, for the purpose of determining any liability under
                      the Securities Act of 1933, as amended (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 post-effective
                      amendment any of the securities being registered which
                      remain unsold at the termination of the offering.

        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 (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) 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.




                                      II-3

<PAGE>   6

        Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of
Registrant pursuant to the Delaware General Corporation Law, the Certificate of
Incorporation of the Registrant, the Bylaws of the Registrant and
Indemnification Agreements entered into between Registrant and its officers and
directors, or otherwise, Registrant has been advised that in the opinion of the
Securities and Exchange 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 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 hereunder, 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 indemnifica tion by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.



















                                      II-4

<PAGE>   7

                                   SIGNATURES


           Pursuant to the requirements of the Securities Act of 1933, the
Registrant, ENTEX Information Services, Inc., 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 Rye Brook, State of
New York, on this 2nd day of February, 1998.



                                      ENTEX INFORMATION SERVICES, INC.



                                      By:  /s/ John A. McKenna, Jr.
                                          --------------------------------------
                                           John A. McKenna, Jr.
                                           President and Chief Executive Officer



                                POWER OF ATTORNEY

           KNOW ALL PERSONS BY THESE PRESENTS, that each such person whose
signature appears below constitutes and appoints, jointly and severally, John A.
McKenna, Jr., Kenneth A. Ghazey and Richard P. Bannon his attorneys-in-fact,
each with the power of substitution, for them in any and all capacities, to sign
any amendments to this Registration Statement on Form S-8 (including
post-effective amendments), and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact, or his or her substitute or substitutes, may do or cause to
be done by virtue hereof.







                                      II-5

<PAGE>   8

        PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.



<TABLE>
<CAPTION>
               SIGNATURE                               Title                        Date
               ---------                               -----                        ----
<S>                                       <C>                                  <C>
 /s/ John A. McKenna, Jr.                 President, Chief Executive           February 2, 1998
-------------------------------------     Officer and Director (Principal
(John A. McKenna, Jr.)                    Executive Officer)


/s/ Kenneth A. Ghazey                     Executive Vice President,            February 2, 1998
-------------------------------------     Finance and Administration,
(Kenneth A. Ghazey)                       Chief Financial Officer and
                                          Director (Principal Financial
                                          Officer)


 /s/ Richard P. Bannon                    Senior Vice President                February 2, 1998
-------------------------------------     (Principal Accounting Officer)
(Richard P. Bannon)


/s/ Dort A. Cameron III                   Chairman of the Board of             February 2, 1998
-------------------------------------     Directors
(Dort A. Cameron III)


/s/ R. Randolph Devening                  Director                             February 2, 1998
-------------------------------------
(R. Randolph Devening)


 /s/ Linwood A. (Chip) Lacy, Jr.          Director                             February 2, 1998
-------------------------------------
(Linwood A. (Chip) Lacy, Jr.)


/s/ Frank W. Miller                       Director                             February 2, 1998
-------------------------------------
(Frank W. Miller)
</TABLE>




                                      II-6

<PAGE>   9

                                INDEX TO EXHIBITS



<TABLE>
<CAPTION>
                                                                                     SEQUENTIALLY
EXHIBIT                                                                                NUMBERED
NUMBER                                       EXHIBIT                                     PAGE
-------                                      -------                                 ------------
<S>         <C>                                                                      <C>
 4.1(a)     ENTEX Holdings, Inc. 1996 Stock Option Plan and related agreements.....

 4.2(a)     ENTEX Information Services, Inc. 1996 Stock Option Plan and related
            agreements.............................................................

 4.3(a)     1996 Performance Incentive Plan and related agreements.................

 4.4(b)     1996 Non-Employee Director Stock Plan..................................

 5.1        Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation

23.1        Consent of Independent Auditors........................................

23.2        Consent of Counsel (contained in Exhibit 5.1...........................

24.1        Power of Attorney (see pages II-5 and II-6)............................
</TABLE>

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

(a)     Incorporated by reference to the Exhibits filed with the Registrant's
        Registration Statement on Form 10 (Commission File No. 0-23169) filed on
        December 3, 1997 and the Pre-Effective Amendment No. 2 to the
        Registrant's Registration Statement on Form 10 filed on January 29,
        1998.
(b)     Incorporated by reference to the Exhibits filed with the Registrant's
        Registration Statement on Form 10 filed on December 3, 1997.









                                      II-7
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 23101}]
{"company-data": {"conformed-name": "ENTEX INFORMATION SERVICES INC", "cik": "0001021086", "assigned-sic": "5045", "irs-number": "133715291", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-45501", "film-number": "98520221"}, "business-address": {"street1": "6 INTERNATIONAL DR", "city": "RYE BROOK", "state": "NY", "zip": "10573-1058", "phone": "9149353600"}, "mail-address": {"street1": "6 INTERNATIONAL DR", "city": "RYE BROOK", "state": "NY", "zip": "10573-1058"}}
1

    As filed with the Securities and Exchange Commission on February 3, 1998
                                                     Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

                        ENTEX INFORMATION SERVICES, INC.
             (Exact name of Registrant as specified in its charter)

                   DELAWARE                              93-133715291
       (STATE OR OTHER JURISDICTION                    (I.R.S. EMPLOYER
              OF INCORPORATION)                       IDENTIFICATION NO.)

                              6 INTERNATIONAL DRIVE
                         RYE BROOK, NEW YORK 10573-1058
   (ADDRESS, INCLUDING ZIP CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

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

                   ENTEX HOLDINGS, INC. 1996 STOCK OPTION PLAN
             ENTEX INFORMATION SERVICES, INC. 1996 STOCK OPTION PLAN
                         1996 PERFORMANCE INCENTIVE PLAN
                      1996 NON-EMPLOYEE DIRECTOR STOCK PLAN
                            (FULL TITLE OF THE PLANS)

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

                              JOHN A. MCKENNA, JR.
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                        ENTEX INFORMATION SERVICES, INC.
                              6 INTERNATIONAL DRIVE
                         RYE BROOK, NEW YORK 10573-1058
                                 (914) 935-3600
(NAME, ADDRESS, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)

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

                                   Copies to:

     JOHN T. SHERIDAN, ESQ.                     LYNNE A. BURGESS, ESQ.          
WILSON SONSINI GOODRICH & ROSATI       SENIOR VICE PRESIDENT AND GENERAL COUNSEL
    PROFESSIONAL CORPORATION               ENTEX INFORMATION SERVICES, INC.     
       650 PAGE MILL ROAD                        6 INTERNATIONAL DRIVE          
       PALO ALTO, CA 94304                  RYE BROOK, NEW YORK 10573-1058      
         (650) 493-9300                             (914) 935-3600
CALCULATION OF REGISTRATION FEE
=================================================================================================================
                                                              PROPOSED            PROPOSED
                                                              MAXIMUM             MAXIMUM
       TITLE OF EACH CLASS                AMOUNT              OFFERING           AGGREGATE          AMOUNT OF
        OF SECURITIES TO                  TO BE                PRICE              OFFERING         REGISTRATION
          BE REGISTERED               REGISTERED(1)         PER SHARE(2)          PRICE(2)             FEE
-----------------------------------------------------------------------------------------------------------------
COMMON STOCK, $.0001 PAR VALUE..     9,149,310 SHARES          $4.43            $40,531,443.30       $11,956.78
=================================================================================================================
(1)     INCLUDES 2,825,510 SHARES TO BE REGISTERED UNDER THE ENTEX HOLDINGS,
        INC. 1996 STOCK OPTION PLAN (THE "HOLDINGS PLAN"), 806,295 SHARES TO BE
        REGISTERED UNDER THE ENTEX INFORMATION SERVICES, INC. 1996 STOCK OPTION
        PLAN (THE "EIS PLAN"), 5,413,195 SHARES TO BE REGISTERED UNDER THE 1996
        PERFORMANCE INCENTIVE PLAN (THE "PIP"), 104,310 SHARES TO BE REGISTERED
        UNDER THE 1996 NON-EMPLOYEE DIRECTOR STOCK PLAN (THE "DIRECTOR PLAN")
        AND SUCH ADDITIONAL NUMBER OF SHARES AS MAY BE REQUIRED PURSUANT TO THE
        HOLDING PLAN, THE EIS PLAN, THE PIP AND THE DIRECTOR PLAN IN THE EVENT
        OF A STOCK DIVIDEND, REVERSE STOCK SPLIT, SPLIT-UP, RECAPITALIZATION OR
        SIMILAR EVENT.

(2)     THE PROPOSED MAXIMUM OFFERING PRICE PER SHARE WAS ESTIMATED PURSUANT TO
        RULE 457(h) UNDER THE SECURITIES ACT OF 1933, AS AMENDED. WITH RESPECT
        TO (i) 2,825,510
2

        SHARES WHICH ARE SUBJECT TO OUTSTANDING OPTIONS TO PURCHASE COMMON STOCK
        UNDER THE HOLDINGS PLAN, (ii) 806,295 SHARES WHICH ARE SUBJECT TO
        OUTSTANDING OPTIONS TO PURCHASE COMMON STOCK UNDER THE EIS PLAN AND
        (iii) 2,581,750 SHARES WHICH ARE SUBJECT TO OUTSTANDING OPTIONS TO
        PURCHASE COMMON STOCK UNDER THE PIP PLAN, THE PROPOSED MAXIMUM OFFERING
        PRICE PER SHARE WAS BY CALCULATED USING THE WEIGHTED AVERAGE EXERCISE
        PRICE OF SUCH OPTIONS. THE WEIGHTED AVERAGE EXERCISE PRICE OF : (i) THE
        2,825,510 SHARES SUBJECT TO OUTSTANDING OPTIONS UNDER THE HOLDINGS PLAN
        IS $5.01, (ii) THE 806,295 SHARES SUBJECT TO OUTSTANDING OPTIONS UNDER
        THE EIS PLAN IS $5.41 AND (iii) THE 2,581,750 SHARES SUBJECT TO
        OUTSTANDING OPTIONS UNDER THE PIP PLAN IS $3.28. WITH RESPECT TO THE (i)
        2,831,445 SHARES AVAILABLE FOR FUTURE GRANT UNDER THE PIP PLAN AND (ii)
        104,310 SHARES AVAILABLE FOR FUTURE ISSUANCE UNDER THE DIRECTOR PLAN,
        THE ESTIMATED PROPOSED MAXIMUM OFFERING PRICE PER SHARE IS BASED ON AN
        ESTIMATED EXERCISE PRICE OF $4.63. THE NUMBER REFERENCED ABOVE IN THE
        TABLE ENTITLED "PROPOSED MAXIMUM OFFERING PRICE PER SHARE" REPRESENTS A
        WEIGHTED AVERAGE OF THE FOREGOING ESTIMATES CALCULATED IN ACCORDANCE
        WITH RULE 457(h).
3

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.       INCORPORATION OF DOCUMENTS BY REFERENCE.

        There are hereby incorporated by reference the following documents and
information heretofore filed with the Securities and Exchange Commission (the
"Commission"):

        ITEM 3(a).

        o   The Registrant's Pre-Effective Amendment No. 2 to the Registration
            Statement on Form 10 pursuant to Section 12(g) of the Securities
            Exchange Act of 1934 (the "Exchange Act") filed with the Commission
            on January 29, 1998 and effective February 2, 1998 containing
            audited financial statements for the fiscal year ended June 29,
            1997.

        ITEM 3(b).

        o   Not Applicable.

        ITEM 3(c).

        o   The description of the Registrant's Common Stock which is contained
            in Item 11 of the Registrant's Pre-Effective Amendment No. 2 to the
            Registration Statement on Form 10 filed pursuant to Section 12(g) of
            the Exchange Act as filed with the Commission on January 29, 1998,
            as amended, and any further amendment or report filed hereafter for
            the purpose of updating such description.

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

ITEM 4.       DESCRIPTION OF SECURITIES.

        Not applicable.

ITEM 5.       INTERESTS OF NAMED EXPERTS AND COUNSEL.

        Not applicable.

ITEM 6.       INDEMNIFICATION OF DIRECTORS AND OFFICERS.

        As permitted by Section 145 of the Delaware General Corporation Law
("DGCL") the Company's Certificate of Incorporation, as amended, includes a
provision that eliminates the personal liability of its

                                      II-1
4

directors for monetary damages for breach of their duty of care. In addition, as
permitted by Section 145 of the DGCL, the Bylaws of the Company provide that:
(i) the Company is required to indemnify its directors and officers and persons
serving in such capacities in other business enterprises (including, for
example, subsidiaries of the Company) at the Company's request, to the fullest
extent permitted by Delaware law; (ii) the Company is required to indemnify its
directors and officers and persons serving in such capacities in other business
enterprises at the Company's request in connection with any action, suit, or
proceeding initiated by such person only if such initiation was authorized by
the Board of Directors; (iii) the Company may, in its discretion, indemnify
employees and agents in those circumstances where indemnification is not
required by law; (iv) the Company is required to advance expenses, as incurred,
to its directors and officers in connection with defending a proceeding; (v) the
rights conferred in the Bylaws are not exclusive; and (vi) the Company may not
retroactively amend the Bylaw provisions in a way that is adverse to such
directors, officers and employees.

        The Company's policy is to enter into indemnification agreements with
each of its directors and officers that provide the maximum indemnity allowed to
directors and officers by Section 145 of the DGCL and the Bylaws, as well as
certain additional procedural protections. In addition, the indemnification
agreements provide that directors and officers will be indemnified to the
fullest possible extent not prohibited by law against all expenses (including
attorney's fees) and settlement amounts paid or incurred by them in any action
or proceeding, including any action by or in the right of the Company, arising
out of such person's services as a director, officer, employee, agent or
fiduciary of the Company, any subsidiary of the Company or any other company or
enterprise to which such person provides services at the request of the Company
unless a reviewing party as appointed by the Board of Directors determines that
the Company is not obligated to indemnify under applicable law. The Company will
not be obligated pursuant to the indemnification agreements to indemnify or
advance expenses to an indemnified party with respect to proceedings or claims
initiated by the indemnified party and not by way of defense, except with
respect to proceedings specifically authorized by the Board of Directors or
brought to enforce a right to indemnification under the indemnification
agreement, the Company's Bylaws or any statute or law or as otherwise required
under Section 145 of the DGCL. Under the agreements, the Company is not
obligated to indemnify the indemnified party (i) for any expenses incurred by
the indemnified party with respect to any proceeding instituted by the
indemnified party to enforce or interpret the agreement, if a court having
jurisdiction determines that each of the material assertions made by the
indemnified party in such proceeding was not made in good faith or was
frivolous; (ii) for any expenses incurred by the indemnified party with respect
to any proceeding instituted by or in the name of the Company to enforce or
interpret the agreement, if a court of competent jurisdiction determines that
each of the material defenses made by the indemnified party in such proceeding
was made in bad faith or was frivolous; (iii) for any amounts paid in settlement
of a proceeding unless the Company consents to such settlement; (iv) for any
expenses resulting from acts, omissions or transactions for which a court having
jurisdiction makes a final judicial determination that the indemnified party is
prohibited from receiving indemnification under the agreement or applicable law;
or (v) on account of any suit in which judgment is rendered against the
indemnified party for an accounting of profits made from the purchase or sale by
the indemnified party of securities of the Company pursuant to the provisions of
Section 16(b) of the Securities Exchange Act of 1934 and related laws.

        The indemnification provisions in the Bylaws and the indemnification
agreements entered into between the Company and its directors and officers may
be sufficiently broad to permit indemnification of the Company's directors and
officers for liabilities arising under the Securities Act.

ITEM 7.       EXEMPTION FROM REGISTRATION CLAIMED.

       Not applicable.

                                      II-2
5

ITEM 8.       EXHIBITS.
Exhibit
              Number         Document
              -------        --------
4.1(a)      ENTEX Holdings, Inc. 1996 Stock Option Plan and
                            related agreements.
                4.2(a)      ENTEX Information Services, Inc. 1996 Stock Option
                            Plan and related agreements.
                4.3(a)      1996 Performance Incentive Plan and related
                            agreements.
                4.4(b)      1996 Non-Employee Director Stock Plan.
                5.1         Opinion of Wilson Sonsini Goodrich & Rosati,
                            Professional Corporation.
               23.1         Consent of Independent Auditors.
               23.2         Consent of Counsel (contained in Exhibit 5.1).
               24.1         Power of Attorney (see pages II-5 and II-6).
----------------------

(a)     Incorporated by reference to the Exhibits filed with the Registrant's
        Registration Statement on Form 10 (Commission File No. 0-23169) filed on
        December 3, 1997 and the Pre-Effective Amendment No. 2 to the
        Registrant's Registration Statement on Form 10 filed on January 29,
        1998.
(b)     Incorporated by reference to the Exhibits filed with the Registrant's
        Registration Statement on Form 10 filed on December 3, 1997.

ITEM 9.        UNDERTAKINGS.

        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 to include any material information
                      with respect to the plan of distribution not previously
                      disclosed in the registration state ment or any material
                      change to such information in the registration statement.

               (2)    That, for the purpose of determining any liability under
                      the Securities Act of 1933, as amended (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 post-effective
                      amendment any of the securities being registered which
                      remain unsold at the termination of the offering.

        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 (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) 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.

                                      II-3
6

        Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of
Registrant pursuant to the Delaware General Corporation Law, the Certificate of
Incorporation of the Registrant, the Bylaws of the Registrant and
Indemnification Agreements entered into between Registrant and its officers and
directors, or otherwise, Registrant has been advised that in the opinion of the
Securities and Exchange 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 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 hereunder, 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 indemnifica tion by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.

                                      II-4
7

                                   SIGNATURES

           Pursuant to the requirements of the Securities Act of 1933, the
Registrant, ENTEX Information Services, Inc., 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 Rye Brook, State of
New York, on this 2nd day of February, 1998.

                                      ENTEX INFORMATION SERVICES, INC.

                                      By:  /s/ John A. McKenna, Jr.
                                          --------------------------------------
                                           John A. McKenna, Jr.
                                           President and Chief Executive Officer

                                POWER OF ATTORNEY

           KNOW ALL PERSONS BY THESE PRESENTS, that each such person whose
signature appears below constitutes and appoints, jointly and severally, John A.
McKenna, Jr., Kenneth A. Ghazey and Richard P. Bannon his attorneys-in-fact,
each with the power of substitution, for them in any and all capacities, to sign
any amendments to this Registration Statement on Form S-8 (including
post-effective amendments), and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact, or his or her substitute or substitutes, may do or cause to
be done by virtue hereof.

                                      II-5
8

        PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.
SIGNATURE                               Title                        Date
               ---------                               -----                        ----
/s/ John A. McKenna, Jr.                 President, Chief Executive           February 2, 1998
-------------------------------------     Officer and Director (Principal
(John A. McKenna, Jr.)                    Executive Officer)

/s/ Kenneth A. Ghazey                     Executive Vice President,            February 2, 1998
-------------------------------------     Finance and Administration,
(Kenneth A. Ghazey)                       Chief Financial Officer and
                                          Director (Principal Financial
                                          Officer)

 /s/ Richard P. Bannon                    Senior Vice President                February 2, 1998
-------------------------------------     (Principal Accounting Officer)
(Richard P. Bannon)

/s/ Dort A. Cameron III                   Chairman of the Board of             February 2, 1998
-------------------------------------     Directors
(Dort A. Cameron III)

/s/ R. Randolph Devening                  Director                             February 2, 1998
-------------------------------------
(R. Randolph Devening)

 /s/ Linwood A. (Chip) Lacy, Jr.          Director                             February 2, 1998
-------------------------------------
(Linwood A. (Chip) Lacy, Jr.)

/s/ Frank W. Miller                       Director                             February 2, 1998
-------------------------------------
(Frank W. Miller)
II-6
9

                                INDEX TO EXHIBITS
SEQUENTIALLY
EXHIBIT                                                                                NUMBERED
NUMBER                                       EXHIBIT                                     PAGE
-------                                      -------                                 ------------
4.1(a)     ENTEX Holdings, Inc. 1996 Stock Option Plan and related agreements.....

 4.2(a)     ENTEX Information Services, Inc. 1996 Stock Option Plan and related
            agreements.............................................................

 4.3(a)     1996 Performance Incentive Plan and related agreements.................

 4.4(b)     1996 Non-Employee Director Stock Plan..................................

 5.1        Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation

23.1        Consent of Independent Auditors........................................

23.2        Consent of Counsel (contained in Exhibit 5.1...........................

24.1        Power of Attorney (see pages II-5 and II-6)............................
----------------------

(a)     Incorporated by reference to the Exhibits filed with the Registrant's
        Registration Statement on Form 10 (Commission File No. 0-23169) filed on
        December 3, 1997 and the Pre-Effective Amendment No. 2 to the
        Registrant's Registration Statement on Form 10 filed on January 29,
        1998.
(b)     Incorporated by reference to the Exhibits filed with the Registrant's
        Registration Statement on Form 10 filed on December 3, 1997.

                                      II-7