<PAGE>
     As filed with the Securities and Exchange Commission on December 12, 2001
                                                      Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933

                       THE MANAGEMENT NETWORK GROUP, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

              DELAWARE                                      48-1129619
  (STATE OR OTHER JURISDICTION OF                        (I.R.S. EMPLOYER
   INCORPORATION OR ORGANIZATION)                      IDENTIFICATION NUMBER)

                          7300 COLLEGE BLVD., SUITE 302
                             OVERLAND PARK, KS 66210
                                 (913) 345-9315

   (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
                    REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

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

                           1998 EQUITY INCENTIVE PLAN
                          2000 SUPPLEMENTAL STOCK PLAN

                            (FULL TITLE OF THE PLANS)
                         ------------------------------

                               RICHARD P. NESPOLA
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                       THE MANAGEMENT NETWORK GROUP, INC.
                          7300 COLLEGE BLVD., SUITE 302
                             OVERLAND PARK, KS 66210
                                 (913) 345-9315

            (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
                   INCLUDING AREA CODE, OF AGENT FOR SERVICE)


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

                                    Copy to:

                          CHRISTOPHER D. MITCHELL, ESQ.
                        WILSON SONSINI GOODRICH & ROSATI
                            PROFESSIONAL CORPORATION
                               650 PAGE MILL ROAD
                            PALO ALTO, CA 94304-1050
                                 (650) 493-9300

================================================================================

<PAGE>

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
=============================================================================================================
                                                             PROPOSED           PROPOSED
                                                             MAXIMUM             MAXIMUM
                                                             OFFERING           AGGREGATE       AMOUNT OF
     TITLE OF SECURITIES TO           MAXIMUM AMOUNT          PRICE             OFFERING       REGISTRATION
          BE REGISTERED              TO BE REGISTERED       PER SHARE             PRICE             FEE
-------------------------------------------------------------------------------------------------------------
<S>                                  <C>                    <C>              <C>                 <C>
1998 Equity Incentive Plan
Common Stock, $0.001 par value
(currently outstanding options)(1)   1,365,871 shares       $4.599203        $6,281,918.00       $1,501.38


1998 Equity Incentive Plan
Common Stock, $0.001 par value
(options available for future
grant)(2)                              107,419 shares       $   6.725        $  722,392.78       $  172.65


Total 1998 Equity Incentive Plan     1,473,290 shares                                            $1,674.03
shares registered


2000 Supplemental Stock Plan
Common Stock, $0.001 par value
(currently outstanding options)(3)   2,223,314 shares       $6.370018        $14,162,550.20      $3,384.85

2000 Supplemental Stock Plan
Common Stock, $0.001 par value
(options available for future
grant)(4)                              276,686 shares       $   6.725        $ 1,860,713.35      $  444.71


Total 2000 Supplemental Stock
Plan shares registered               2,500,000 shares                                            $3,829.56

TOTAL REGISTRATION FEES                                                                          $5,503.59
==========================================================================================================
</TABLE>

(1)  The computation is based upon the weighted average exercise price per share
     of $4.599203 as to 1,365,871 outstanding but unexercised options to
     purchase Common Stock under the 1998 Equity Incentive Plan (the "Currently
     Outstanding Options").

(2)  The Proposed Maximum Offering Price Per Share has been estimated in
     accordance with Rule 457(h) under the Securities Act of 1933 as to the
     remaining 107,419 shares of Common Stock authorized for issuance pursuant
     to the 1998 Equity Incentive Plan, solely for the purpose of calculating
     the registration fee. No options have been granted with respect to such
     shares. The computation is based upon the average of the high and low price
     of the Common Stock as reported on the Nasdaq National Market on December
     10, 2001 because the price at which the options to be granted in the future
     may be exercised is not currently determinable.

(3)  The computation is based upon the weighted average exercise price per share
     of $6.370018 as to 2,223,314 outstanding but unexercised options to
     purchase Common Stock under the 2000 Supplemental Stock Plan ("the
     Currently Outstanding Options").

(4)  The Proposed Maximum Offering Price Per Share has been estimated in
     accordance with Rule 457(h) under the Securities Act of 1933 as to the
     remaining 276,686 shares of Common Stock authorized for issuance pursuant
     to the 2000 Supplemental Stock Plan, solely for the purpose of calculating
     the registration fee. No options have been granted with respect to such
     shares. The computation is based upon the average of the high and low price
     of the Common Stock as reported on the Nasdaq National Market on December
     10, 2001 because the price at which the options to be granted in the future
     may be exercised is not currently determinable.


<PAGE>

                       THE MANAGEMENT NETWORK GROUP, INC.
                       REGISTRATION STATEMENT ON FORM S-8

                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

        There are hereby incorporated by reference in this Registration
Statement the following documents and information heretofore filed by The
Management Network Group, Inc. (the "Registrant") with the Securities and
Exchange Commission:

        (1)    The Registrant's Annual Report on Form 10-K for the year ended
               December 30, 2000 filed pursuant to Section 13 of the Securities
               Exchange Act of 1934, as amended (the "Exchange Act"), on March
               29, 2001.

        (2)    The description of the Registrant's Common Stock contained in the
               Registrant's Registration Statement on Form 8-A filed pursuant to
               Section 12(g) of the Exchange Act and as declared effective on
               October 13, 1999.

        (3)    The Registrant's Quarterly Report on Form 10-Q for the quarter
               ended March 31, 2001 filed pursuant to Section 13 of the Exchange
               Act on May 15, 2001.

        (4)    The Registrant's Quarterly Report on Form 10-Q for the quarter
               ended June 30, 2001 filed pursuant to Section 13 of the Exchange
               Act on August 14, 2001.

        (5)    The Registrant's Quarterly Report on Form 10-Q for the quarter
               ended September 29, 2001 filed pursuant to Section 13 of the
               Exchange Act on November 13, 2001.

        (6)    All documents filed by the Registrant pursuant to Sections 13(a),
               13(c), 14 and 15(d) of the Exchange Act on or after the date of
               this Registration Statement and 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 of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

        Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

        Mario M. Rosati and Christopher D. Mitchell, members of Wilson Sonsini
Goodrich & Rosati, Professional Corporation, are Director and Secretary of the
Registrant respectively. Wilson Sonsini Goodrich & Rosati is corporate counsel
to the Registrant. In addition Mario M. Rosati beneficially owns 37,500 shares
of the Registrant's Common Stock.



<PAGE>
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

        Section 145(a) of the Delaware General Corporation Law (the "DGCL")
provides in relevant part that "a corporation shall have power to 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 (other than an action by or in the
right of the corporation) by reason of the fact that he is or was a director,
officer, employee or agent of the corporation, partnership, joint venture, trust
or other enterprise, against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by him in
connection with such 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." With respect to
derivative actions, Section 145(b) of the DGCL provides in relevant part that
"[a] corporation shall have power to indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the corporation to procure a judgment in
its favor . . . [by reason of his service in one of the capacities specified in
the preceding sentence] against expenses (including attorneys' fees) actually
and reasonably incurred by him in connection with the defense or settlement of
such action or suit 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
except that no indemnification shall be made in respect of any claim, issue or
matter as to which such person shall have been adjudged to be liable to the
corporation unless and only to the extent that the Court of Chancery or the
court in which such action or suit was brought shall determine upon application
that, despite the adjudication of liability but in view of all the circumstances
of the case, such person is fairly and reasonably entitled to indemnity for such
expenses which the Court of Chancery or such other court shall deem proper."

        The Registrant's Restated Certificate of Incorporation provides that to
the fullest extent permitted by the DGCL, no director of the Registrant shall be
personally liable to the Registrant or its stockholders for monetary damages for
breach of fiduciary duty as a director. The Restated Certificate of
Incorporation also provides that no amendment or repeal of such provision shall
apply to or have any effect on the right to indemnification permitted thereunder
with respect to claims arising from acts or omissions occurring in whole or in
part before the effective date of such amendment or repeal whether asserted
before or after such amendment or repeal.

        The Registrant's Bylaws provide that the Registrant shall indemnify to
the fullest extent authorized by law each of its directors, officers, employees
and other agents against expenses actually and reasonably incurred in connection
with any proceeding arising by reason of the fact that such person is or was an
agent of the corporation.

        The Registrant has entered into indemnification agreements with its
directors and executive officers, in addition to the indemnification provided
for in the Registrant's Bylaws, and intends to enter into indemnification
agreements with any new directors or executive officers in the future.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

        Not applicable

ITEM 8.  EXHIBITS.

        The Exhibits listed on the accompanying Index to Exhibits are filed as
part hereof, or incorporated by reference into, this Registration Statement.
(See Exhibit Index below).


<PAGE>
ITEM 9.  UNDERTAKINGS.

        A.     The 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 Statement or any material change to such
information in the Registration Statement.

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

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

        B. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act 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 an initial bona fide offering thereof.

        C. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the Corporation Law, the Registrant's Restated
Certificate of Incorporation, the Registrant's Bylaws or the Registrant's
indemnification agreements, the Registrant has been informed 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 the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in a 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, the Registrant will,
unless in the opinion of its counsel the question has already been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question of whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.


<PAGE>
                                   SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Overland Park, State of Kansas, on this 12th day
of December, 2001.

                                       The Management Network Group, Inc.

                                       By:  /s/ Richard P. Nespola
                                          -------------------------------------
                                           Richard P. Nespola
                                           President and Chief Executive Officer
                                           (Principal Executive Officer)


                                POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Richard P. Nespola and Donald E. Klumb,
jointly and severally, as his or her attorneys-in-fact, with full power of
substitution in each, for him or her in any and all capacities to sign any
amendments to this Registration Statement on Form S-8, 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 substitutes, may 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.

<TABLE>
<CAPTION>
       SIGNATURE                                TITLE                         DATE
       ---------                                -----                         ----

<S>                              <C>                                     <C>
/s/ Richard P. Nespola           President, Chief Executive Officer      December 12, 2001
---------------------------      and Director (Principal Executive
  Richard P. Nespola             Officer)



 /s/ Donald E. Klumb             Chief Financial Officer and             December 12, 2001
 --------------------------      Treasurer (Principal Financial and
    Donald E. Klumb              Accounting Officer)


 /s/ Grant G. Behrman            Director                                December 12, 2001
 --------------------------
   Grant G. Behrman


  /s/ Micky K. Woo               Director                                December 12, 2001
 --------------------------
     Micky K. Woo


 /s/ William M. Matthes          Director                                December 12, 2001
 --------------------------
  William M. Matthes

                                 Director                                December 12, 2001
 /s/ Mario M. Rosati
 --------------------------
    Mario M. Rosati


  /s/ Roy A. Wilkens             Director                                December 12, 2001
 --------------------------
    Roy A. Wilkens

 /s/ Andrew D. Lipman            Director                                December 12, 2001
 --------------------------
     Andrew D. Lipman

</TABLE>
<PAGE>






                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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

                                    EXHIBITS

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

                       Registration Statement on Form S-8

                       THE MANAGEMENT NETWORK GROUP, INC.

                                December 12, 2001


<PAGE>






                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>
     EXHIBIT
     NUMBER                             DESCRIPTION
     -------                            -----------
     <S>         <C>
       4.1*      2000 Supplemental Stock Plan
       4.2**     1998 Equity Incentive Plan
       5.1       Opinion of counsel as to legality of securities being registered.
      23.1       Consent of counsel (contained in Exhibit 5.1).
      23.2       Consent of Deloitte & Touche L.L.P., Independent Auditors
      24.1       Power of Attorney (see page II-4).
</TABLE>
     ----------

      *   Incorporated by reference to the Company's Annual Report on Form 10-K
          for the year ended December 30, 2000 filed pursuant to Section 13 of
          the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
          on March 29, 2001.

     **   Incorporated by reference to the Company's Registration Statement on
          Form S-1 (File No. 333- 87383), effective November 23, 1999.
[{"type": "S-8", "sequence": "1", "filename": "f77828s-8.txt", "description": "FORM S-8", "secsgml_size_bytes": 20882}]
{"company-data": {"conformed-name": "MANAGEMENT NETWORK GROUP INC", "cik": "0001094814", "assigned-sic": "8742", "irs-number": "481129619", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-74940", "film-number": "1811891"}, "business-address": {"street1": "7300 COLLEGE BLVD., STE 302", "city": "OVERLAND PARK", "state": "KS", "zip": "66210", "phone": "9133459315"}, "mail-address": {"street1": "7300 COLLEGE BLVD., STE 302", "city": "OVERLAND PARK", "state": "KS", "zip": "66210"}}
As filed with the Securities and Exchange Commission on December 12, 2001
                                                      Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933

                       THE MANAGEMENT NETWORK GROUP, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

              DELAWARE                                      48-1129619
  (STATE OR OTHER JURISDICTION OF                        (I.R.S. EMPLOYER
   INCORPORATION OR ORGANIZATION)                      IDENTIFICATION NUMBER)

                          7300 COLLEGE BLVD., SUITE 302
                             OVERLAND PARK, KS 66210
                                 (913) 345-9315

   (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
                    REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

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

                           1998 EQUITY INCENTIVE PLAN
                          2000 SUPPLEMENTAL STOCK PLAN

                            (FULL TITLE OF THE PLANS)
                         ------------------------------

                               RICHARD P. NESPOLA
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                       THE MANAGEMENT NETWORK GROUP, INC.
                          7300 COLLEGE BLVD., SUITE 302
                             OVERLAND PARK, KS 66210
                                 (913) 345-9315

            (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
                   INCLUDING AREA CODE, OF AGENT FOR SERVICE)

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

                                    Copy to:

                          CHRISTOPHER D. MITCHELL, ESQ.
                        WILSON SONSINI GOODRICH & ROSATI
                            PROFESSIONAL CORPORATION
                               650 PAGE MILL ROAD
                            PALO ALTO, CA 94304-1050
                                 (650) 493-9300

================================================================================
CALCULATION OF REGISTRATION FEE
=============================================================================================================
                                                             PROPOSED           PROPOSED
                                                             MAXIMUM             MAXIMUM
                                                             OFFERING           AGGREGATE       AMOUNT OF
     TITLE OF SECURITIES TO           MAXIMUM AMOUNT          PRICE             OFFERING       REGISTRATION
          BE REGISTERED              TO BE REGISTERED       PER SHARE             PRICE             FEE
-------------------------------------------------------------------------------------------------------------
1998 Equity Incentive Plan
Common Stock, $0.001 par value
(currently outstanding options)(1)   1,365,871 shares       $4.599203        $6,281,918.00       $1,501.38

1998 Equity Incentive Plan
Common Stock, $0.001 par value
(options available for future
grant)(2)                              107,419 shares       $   6.725        $  722,392.78       $  172.65

Total 1998 Equity Incentive Plan     1,473,290 shares                                            $1,674.03
shares registered

2000 Supplemental Stock Plan
Common Stock, $0.001 par value
(currently outstanding options)(3)   2,223,314 shares       $6.370018        $14,162,550.20      $3,384.85

2000 Supplemental Stock Plan
Common Stock, $0.001 par value
(options available for future
grant)(4)                              276,686 shares       $   6.725        $ 1,860,713.35      $  444.71

Total 2000 Supplemental Stock
Plan shares registered               2,500,000 shares                                            $3,829.56

TOTAL REGISTRATION FEES                                                                          $5,503.59
==========================================================================================================
(1)  The computation is based upon the weighted average exercise price per share
     of $4.599203 as to 1,365,871 outstanding but unexercised options to
     purchase Common Stock under the 1998 Equity Incentive Plan (the "Currently
     Outstanding Options").

(2)  The Proposed Maximum Offering Price Per Share has been estimated in
     accordance with Rule 457(h) under the Securities Act of 1933 as to the
     remaining 107,419 shares of Common Stock authorized for issuance pursuant
     to the 1998 Equity Incentive Plan, solely for the purpose of calculating
     the registration fee. No options have been granted with respect to such
     shares. The computation is based upon the average of the high and low price
     of the Common Stock as reported on the Nasdaq National Market on December
     10, 2001 because the price at which the options to be granted in the future
     may be exercised is not currently determinable.

(3)  The computation is based upon the weighted average exercise price per share
     of $6.370018 as to 2,223,314 outstanding but unexercised options to
     purchase Common Stock under the 2000 Supplemental Stock Plan ("the
     Currently Outstanding Options").

(4)  The Proposed Maximum Offering Price Per Share has been estimated in
     accordance with Rule 457(h) under the Securities Act of 1933 as to the
     remaining 276,686 shares of Common Stock authorized for issuance pursuant
     to the 2000 Supplemental Stock Plan, solely for the purpose of calculating
     the registration fee. No options have been granted with respect to such
     shares. The computation is based upon the average of the high and low price
     of the Common Stock as reported on the Nasdaq National Market on December
     10, 2001 because the price at which the options to be granted in the future
     may be exercised is not currently determinable.
THE MANAGEMENT NETWORK GROUP, INC.
                       REGISTRATION STATEMENT ON FORM S-8

                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

        There are hereby incorporated by reference in this Registration
Statement the following documents and information heretofore filed by The
Management Network Group, Inc. (the "Registrant") with the Securities and
Exchange Commission:

        (1)    The Registrant's Annual Report on Form 10-K for the year ended
               December 30, 2000 filed pursuant to Section 13 of the Securities
               Exchange Act of 1934, as amended (the "Exchange Act"), on March
               29, 2001.

        (2)    The description of the Registrant's Common Stock contained in the
               Registrant's Registration Statement on Form 8-A filed pursuant to
               Section 12(g) of the Exchange Act and as declared effective on
               October 13, 1999.

        (3)    The Registrant's Quarterly Report on Form 10-Q for the quarter
               ended March 31, 2001 filed pursuant to Section 13 of the Exchange
               Act on May 15, 2001.

        (4)    The Registrant's Quarterly Report on Form 10-Q for the quarter
               ended June 30, 2001 filed pursuant to Section 13 of the Exchange
               Act on August 14, 2001.

        (5)    The Registrant's Quarterly Report on Form 10-Q for the quarter
               ended September 29, 2001 filed pursuant to Section 13 of the
               Exchange Act on November 13, 2001.

        (6)    All documents filed by the Registrant pursuant to Sections 13(a),
               13(c), 14 and 15(d) of the Exchange Act on or after the date of
               this Registration Statement and 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 of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

        Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

        Mario M. Rosati and Christopher D. Mitchell, members of Wilson Sonsini
Goodrich & Rosati, Professional Corporation, are Director and Secretary of the
Registrant respectively. Wilson Sonsini Goodrich & Rosati is corporate counsel
to the Registrant. In addition Mario M. Rosati beneficially owns 37,500 shares
of the Registrant's Common Stock.
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

        Section 145(a) of the Delaware General Corporation Law (the "DGCL")
provides in relevant part that "a corporation shall have power to 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 (other than an action by or in the
right of the corporation) by reason of the fact that he is or was a director,
officer, employee or agent of the corporation, partnership, joint venture, trust
or other enterprise, against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by him in
connection with such 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." With respect to
derivative actions, Section 145(b) of the DGCL provides in relevant part that
"[a] corporation shall have power to indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the corporation to procure a judgment in
its favor . . . [by reason of his service in one of the capacities specified in
the preceding sentence] against expenses (including attorneys' fees) actually
and reasonably incurred by him in connection with the defense or settlement of
such action or suit 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
except that no indemnification shall be made in respect of any claim, issue or
matter as to which such person shall have been adjudged to be liable to the
corporation unless and only to the extent that the Court of Chancery or the
court in which such action or suit was brought shall determine upon application
that, despite the adjudication of liability but in view of all the circumstances
of the case, such person is fairly and reasonably entitled to indemnity for such
expenses which the Court of Chancery or such other court shall deem proper."

        The Registrant's Restated Certificate of Incorporation provides that to
the fullest extent permitted by the DGCL, no director of the Registrant shall be
personally liable to the Registrant or its stockholders for monetary damages for
breach of fiduciary duty as a director. The Restated Certificate of
Incorporation also provides that no amendment or repeal of such provision shall
apply to or have any effect on the right to indemnification permitted thereunder
with respect to claims arising from acts or omissions occurring in whole or in
part before the effective date of such amendment or repeal whether asserted
before or after such amendment or repeal.

        The Registrant's Bylaws provide that the Registrant shall indemnify to
the fullest extent authorized by law each of its directors, officers, employees
and other agents against expenses actually and reasonably incurred in connection
with any proceeding arising by reason of the fact that such person is or was an
agent of the corporation.

        The Registrant has entered into indemnification agreements with its
directors and executive officers, in addition to the indemnification provided
for in the Registrant's Bylaws, and intends to enter into indemnification
agreements with any new directors or executive officers in the future.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

        Not applicable

ITEM 8.  EXHIBITS.

        The Exhibits listed on the accompanying Index to Exhibits are filed as
part hereof, or incorporated by reference into, this Registration Statement.
(See Exhibit Index below).
ITEM 9.  UNDERTAKINGS.

        A.     The 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 Statement or any material change to such
information in the Registration Statement.

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

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

        B. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act 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 an initial bona fide offering thereof.

        C. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the Corporation Law, the Registrant's Restated
Certificate of Incorporation, the Registrant's Bylaws or the Registrant's
indemnification agreements, the Registrant has been informed 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 the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in a 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, the Registrant will,
unless in the opinion of its counsel the question has already been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question of whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Overland Park, State of Kansas, on this 12th day
of December, 2001.

                                       The Management Network Group, Inc.

                                       By:  /s/ Richard P. Nespola
                                          -------------------------------------
                                           Richard P. Nespola
                                           President and Chief Executive Officer
                                           (Principal Executive Officer)

                                POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Richard P. Nespola and Donald E. Klumb,
jointly and severally, as his or her attorneys-in-fact, with full power of
substitution in each, for him or her in any and all capacities to sign any
amendments to this Registration Statement on Form S-8, 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 substitutes, may 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/ Richard P. Nespola           President, Chief Executive Officer      December 12, 2001
---------------------------      and Director (Principal Executive
  Richard P. Nespola             Officer)

 /s/ Donald E. Klumb             Chief Financial Officer and             December 12, 2001
 --------------------------      Treasurer (Principal Financial and
    Donald E. Klumb              Accounting Officer)

 /s/ Grant G. Behrman            Director                                December 12, 2001
 --------------------------
   Grant G. Behrman

  /s/ Micky K. Woo               Director                                December 12, 2001
 --------------------------
     Micky K. Woo

 /s/ William M. Matthes          Director                                December 12, 2001
 --------------------------
  William M. Matthes

                                 Director                                December 12, 2001
 /s/ Mario M. Rosati
 --------------------------
    Mario M. Rosati

  /s/ Roy A. Wilkens             Director                                December 12, 2001
 --------------------------
    Roy A. Wilkens

 /s/ Andrew D. Lipman            Director                                December 12, 2001
 --------------------------
     Andrew D. Lipman
SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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

                                    EXHIBITS

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

                       Registration Statement on Form S-8

                       THE MANAGEMENT NETWORK GROUP, INC.

                                December 12, 2001
INDEX TO EXHIBITS
EXHIBIT
     NUMBER                             DESCRIPTION
     -------                            -----------
4.1*      2000 Supplemental Stock Plan
       4.2**     1998 Equity Incentive Plan
       5.1       Opinion of counsel as to legality of securities being registered.
      23.1       Consent of counsel (contained in Exhibit 5.1).
      23.2       Consent of Deloitte & Touche L.L.P., Independent Auditors
      24.1       Power of Attorney (see page II-4).
----------

      *   Incorporated by reference to the Company's Annual Report on Form 10-K
          for the year ended December 30, 2000 filed pursuant to Section 13 of
          the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
          on March 29, 2001.

     **   Incorporated by reference to the Company's Registration Statement on
          Form S-1 (File No. 333- 87383), effective November 23, 1999.