AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 7, 2006
                                                           REGISTRATION NO. 333-

--------------------------------------------------------------------------------
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                               -------------------

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                               ------------------
                           THE A CONSULTING TEAM, INC.
             (Exact name of registrant as specified in its charter)
                               -------------------

         NEW YORK                                         13-3169913
  (State of incorporation)                  (I.R.S. Employer Identification No.)
                               -------------------

                           THE A CONSULTING TEAM, INC.
                              200 PARK AVENUE SOUTH
                            NEW YORK, NEW YORK 10003
                                 (212) 979-8228
 (Address and telephone number, including area code, of principal executive
 offices)

                THE A CONSULTING TEAM, INC. AMENDED AND RESTATED
                        1997 STOCK OPTION AND AWARD PLAN
    (FORMERLY, THE A CONSULTING TEAM, INC. 1997 STOCK OPTION AND AWARD PLAN,
                            AS AMENDED MAY 24, 2001)
                            (Full title of the plans)
                               -------------------

                                  SHMUEL BENTOV
                 CHAIRMAN, CHIEF EXECUTIVE OFFICER AND PRESIDENT
                           THE A CONSULTING TEAM, INC.
                              200 PARK AVENUE SOUTH
                            NEW YORK, NEW YORK 10003
                                 (212) 979-8228
 (Name, address and telephone number, including area code, of agent for service)
                               -------------------

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

============================================ ===================== =================== ====================== ==============
                                                                        PROPOSED
                                                    AMOUNT          MAXIMUM OFFERING         PROPOSED           AMOUNT OF
   TITLE OF SECURITIES TO BE REGISTERED             TO BE           PRICE PER SHARE      MAXIMUM AGGREGATE    REGISTRATION
                                                REGISTERED(1)             (2)             OFFERING PRICE           FEE
-------------------------------------------- --------------------- ------------------- ---------------------- --------------
<S>                                                <C>                   <C>               <C>                   <C>

Shares of the common stock, $0.01 par
value per share (the "Common Stock"), of
The A Consulting Team, Inc. (the
"Registrant")                                      975,000               $4.48             $4,368,000.00         $467.38
-------------------------------------------- --------------------- ------------------- ---------------------- --------------
TOTAL                                              975,000                                 $4,368,000.00         $467.38
-------------------------------------------- --------------------- ------------------- ---------------------- --------------
</TABLE>
 (1)     The shares that are being registered are to be offered and sold
         pursuant to awards under The A Consulting Team, Inc. Amended and
         Restated 1997 Stock Option and Award Plan (formerly, The A Consulting
         Team, Inc. 1997 Stock Option and Award Plan, as amended May 24, 2001;
         the "Plan"). This Registration Statement also shall cover any
         additional shares of Common Stock that become issuable pursuant to
         awards under the Plan by reason of any stock dividend, stock split,
         recapitalization or any other similar transaction, without the receipt
         of consideration, which results in an increase in the number of shares
         of the Registrant's outstanding Common Stock.
 (2)     Estimated solely for the purposes of calculating the amount of the
         registration fee pursuant to Rule 457(h). The offering price per share
         and the aggregate offering price are based upon the average of the high
         and low prices of the Common Stock on April 3, 2006 as reported on the
         Nasdaq Capital Market.

<PAGE>

                                     PART I

Item 1.  PLAN INFORMATION.*

Item 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*

         *Information required by Part I to be contained in the Section 10(a)
         prospectus is omitted from this Registration Statement in accordance
         with Rule 428 under the Securities Act of 1933, as amended (the
         "Securities Act") and the Note to Part I of Form S-8.

                                     PART II

Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

The A Consulting Team, Inc. (the "Registrant") hereby incorporates by reference
into this Registration Statement the following documents filed with the
Securities and Exchange Commission (the "Commission"):

         (a) The Registrant's Annual Report on Form 10-K, filed March 29, 2006
         (File No. 000-22945) for the fiscal year ended December 31, 2005;

         (b) All other reports filed by the Registrant pursuant to Section 13(a)
         or 15(d) of the Securities Exchange Act of 1934, as amended (the
         "Exchange Act"), since December 31, 2005; and

         (c) The description of the Registrant's common stock contained in the
         Registration Statement on Form 8-A, and any amendment or report filed
         with the Commission for purposes 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 shall be deemed incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing such documents until a post-effective amendment of this Registration
Statement is filed which indicates that all securities being offered hereby have
been sold or which deregisters all securities then remaining unsold.

Any statement contained in a document incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained in a subsequently filed document which
is also incorporated by reference herein modifies or supersedes such statement.

Item 4.  DESCRIPTION OF SECURITIES.

Not applicable.

Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

Not applicable.

Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

In accordance with Article VII of the Registrant's Restated Certificate of
Incorporation and Article VI of the Registrant's Amended and Restated By-Laws,
the Registrant shall indemnify any officer or director (including officers and
directors serving another corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise in any capacity at the Registrant's
request) made, or threatened to be made, a party to an action or proceeding
(whether civil or criminal, and other than by or in the right of the Registrant)
to procure a judgment in its favor, by reason of the fact that he or she (and
his or her testator or intestate) served as an officer or director (or in any
capacity, in the case of service for any other corporation, partnership, joint
venture, trust, employee benefit plan, or other enterprise), against judgments,
fines, amounts paid in settlement and reasonable expenses (including attorneys'
fees actually and necessarily incurred as a result of such action or proceeding,
or any appeal therein) if such officer or director acted, in good faith, for a
purpose he or she reasonably believed to be in (or, in the case of service for
any other corporation, partnership, joint venture, trust, employee benefit plan,
or other enterprise, not opposed to) the best interests of the corporation and,
in criminal actions or proceedings, in addition, had no reasonable cause to be
believe that his conduct was unlawful.
<PAGE>

In addition, the Registrant shall indemnify any officer or director (including
officers and directors serving or who served another corporation, partnership,
joint venture, trust, employee benefit plan or other enterprise as an officer or
director at the Registrant's request) made, or threatened to be made, a party to
an action by or in the right of the Registrant to procure a judgment in its
favor, by reason of the fact that he or she (and his or her testator or
intestate) is served or served in such capacity, against amounts paid in
settlement and reasonable expenses (including attorneys' fees actually and
necessarily incurred by him or her in connection with the defense or settlement
of such action, or an appeal therein) if such officer or director acted, in good
faith, for a purpose he or she reasonably believed to be in (or, in the case of
service for any other corporation, partnership, joint venture, trust, employee
benefit plan, or other enterprise, not opposed to) the best interests of the
Registrant; provided that the Registrant will not indemnify an officer or
director with respect to a threatened action, or pending action, that is settled
or otherwise disposed of or any claim, issue or matter as to which such officer
or director has been adjudged liable to the Registrant, unless and only to the
extent that the court in which such action was brought (or, if no action was
brought, any court of competent jurisdiction) determines upon application that,
in view of the all the circumstances of the case, the officer or director is
fairly and reasonably entitled to indemnity for such portion of the settlement
amount and expenses as the court deems proper.

These provisions are intended to allow the Registrant's officers and director
the benefit of all applicable sections of the New York Business Corporation Law
which permit a New York corporation to indemnify its officers and directors
against any judgment, fines and amounts paid in settlement and reasonable
expenses if such person acted in good faith, for a purpose he or she reasonably
believed to be in (or, in the case of service for another entity, not opposed
to) the best interests of the Registrant.

The Registrant has entered into agreements, effective August 2, 2003, to provide
indemnification for officers and directors in accordance with the Registrant's
Restated Certificate of Incorporation and Amended and Restated By-Laws.

Item 7.  EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

Item 8.  EXHIBITS.

<TABLE>
<CAPTION>
 EXHIBIT                                                                        INCORPORATED BY REFERENCE          FILED
 NUMBER     EXHIBIT DESCRIPTION                                           FORM       EXHIBIT      FILING DATE    HEREWITH
 ------     -------------------                                           ----       -------      -----------    --------
<S>         <C>                                                         <C>         <C>         <C>                  <C>
 5          Opinion of ORRICK HERRINGTON & SUTCLIFFE LLP                                                             X

 23.1       Consent of GRANT THORNTON LLP, Independent Registered                                                    X
            Public Accounting Firm

 23.2       Consent of MERCADIEN, P.C., Independent Registered                                                       X
            Public Accounting Firm

 23.3       Consent of ORRICK HERRINGTON & SUTCLIFFE LLP (contained                                                  X
            in Exhibit 5).

 24         Power of Attorney                                                                                        X
            (included on the signature page hereto).


 99.1       The A Consulting Team, Inc. 1997 Stock Option and Award     DEF-14A     Exhibits    April 30, 2001
            Plan, as amended May 24, 2001                                             B & C

 99.2       The A Consulting Team, Inc. Amended and Restated 1997       DEF-14A       Annex      June 27, 2005
            Stock Option and Award Plan                                                 J
</TABLE>


<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:

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

                      (ii) to reflect in such 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 herein-- Notwithstanding
                      the foregoing, any increase or decrease in volume of
                      securities offered (if the total dollar value of
                      securities offered would not exceed that which was
                      registered) and any deviation from the low or high
                      end of the estimated maximum offering range may be
                      reflected in the form of prospectus filed with the
                      Commission pursuant to Rule 424(b) if, in the
                      aggregate, the changes in volume and price represent
                      no more than a 20% change in the maximum aggregate
                      offering price set forth in the "Calculation of
                      Registration Fee" table in this Registration
                      Statement; and

                      (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:

                                 (A) paragraphs (a)(1)(i) and (a)(1)(ii)
                                 above do not apply if the Registration
                                 Statement is on Form S-8, and the
                                 information required to be included in a
                                 post-effective amendment by those paragraphs
                                 is contained in reports filed with or
                                 furnished to the Commission by the
                                 Registrant pursuant to section 13 or section
                                 15(d) of the Exchange Act that are
                                 incorporated by reference in the
                                 Registration Statement; and

                                 (B) paragraphs (a)(1)(i), (a)(1)(ii) and
                                 (a)(1)(iii) above do not apply if the
                                 Registration Statement is on Form S-3 or
                                 Form F-3 and the information required to be
                                 included in a post-effective amendment by
                                 those paragraphs is contained in reports
                                 filed with or furnished to the Commission by
                                 the Registrant pursuant to section 13 or
                                 section 15(d) of the Exchange Act that are
                                 incorporated by reference in the
                                 Registration Statement, or is contained in a
                                 form of prospectus filed pursuant to Rule
                                 424(b) that is part of the Registration
                                 Statement.

                  (2) that, for purposes 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; and

                  (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.
<PAGE>

         (b) The 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 into this 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 the indemnification for liabilities arising under the
         Securities Act may be permitted for directors, officers and controlling
         persons of the Registrant pursuant to the foregoing provisions, or
         otherwise, the Registrant has been advised that in the opinion of the
         Commission such indemnification is against public policy as expressed
         in the Securities Act and is, therefore, unenforceable. In the event
         that a claim for indemnification against such liabilities (other than
         the payment by the Registrant of expenses incurred or paid by a
         director, officer or controlling person of the Registrant in 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, a corporation organized and existing under the laws of the State of
New York, 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 New York, State of New York, on this 7 day of April,
2006.

                                      THE A CONSULTING TEAM, INC.

                                      By:  /s/ SHMUEL BENTOV
                                      ------------------------------------------
                                           Shmuel BenTov
                                           Chief Executive Officer

                                POWER OF ATTORNEY

      KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, hereby
constitute and appoint Shmuel BenTov, Chief Executive Officer, the lawful
attorney-in-fact and agent with full power and authority to do any and all acts
and things and to execute any and all instruments which said attorney and agent,
determine may be necessary or advisable or required to enable said corporation
to comply with the Securities Act of 1933, as amended, and any rules or
regulations or requirements of the Securities and Exchange Commission in
connection with this Registration Statement. Without limiting the generality of
the foregoing power and authority, the powers granted include the power and
authority to sign the names of the undersigned in the capacities indicated below
to this Registration Statement, to any and all amendments, both pre-effective
and post-effective, and supplements to this Registration Statement, and to any
and all instruments or documents filed as part of or in conjunction with this
Registration Statement or amendments or supplements thereof, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
and each of the undersigned hereby ratifies and confirms that said attorney and
agent shall do or cause to be done by virtue hereof. This Power of Attorney may
be signed in several counterparts.

      IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated. Pursuant to the requirements of the
Securities Act of 1933, as amended, this Registration Statement has been signed
by the following persons in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
<S>                                               <C>                                                      <C>
SIGNATURE                                                              TITLE                                   DATE


/s/ SHMUEL BENTOV                                 Chairman, Chief Executive Officer and President          April 7, 2006
-----------------------------------------------    (Principal Executive Officer and Principal
Shmuel BenTov                                                     Financial Officer)


/s/ STEVEN S. MUKAMAL                                                 Director                             April 7, 2006
-----------------------------------------------
Steven S. Mukamal

/s/ REUVEN BATTAT                                                     Director                             April 7, 2006
----------------------------------------------
Reuven Battat

/s/ WILLIAM MILLER                                                    Director                             April 7, 2006
----------------------------------------------
William Miller

/s/ RABIN DHOBLE                                                      Director                             April 7, 2006
----------------------------------------------
Rabin Dhoble
</TABLE>





<PAGE>



                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
<

 EXHIBIT                                                                        INCORPORATED BY REFERENCE          FILED
 NUMBER     EXHIBIT DESCRIPTION                                          FORM       EXHIBIT      FILING DATE     HEREWITH
 ------     -------------------                                          ----       -------      -----------     --------
<S>          <C>                                                          <C>         <C>         <C>              <C>
 5          Opinion of ORRICK HERRINGTON & SUTCLIFFE LLP                                                             X

 23.1       Consent of GRANT THORNTON LLP, Independent Registered                                                    X
            Public Accounting Firm

 23.2       Consent of MERCADIEN, P.C., Independent Registered
            Public Accounting Firm

 23.3       Consent of ORRICK HERRINGTON & SUTCLIFFE LLP (contained                                                  X
            in Exhibit 5).

 24         Power of Attorney                                                                                        X
            (included on the signature page hereto).

 99.1       The A Consulting Team, Inc. 1997 Stock Option and Award     DEF-14A     Exhibits    April 30, 2001
            Plan, as amended May 24, 2001                                             B & C

 99.2       The A Consulting Team, Inc. Amended and Restated 1997       DEF-14A       Annex      June 27, 2005
            Stock Option and Award Plan                                                 J
</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "b412704_s8.txt", "description": "S-8", "secsgml_size_bytes": 24657}]
{"company-data": {"conformed-name": "A CONSULTING TEAM INC", "cik": "0001040792", "assigned-sic": "7380", "irs-number": "133169913", "state-of-incorporation": "NY", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-133183", "film-number": "06751544"}, "business-address": {"street1": "200 PARK AVE S", "street2": "SUITE 901", "city": "NEW YORK", "state": "NY", "zip": "10003", "phone": "2129798228"}, "mail-address": {"street1": "200 PARK AVENUE SOUTH", "street2": "SUITE 901", "city": "NEW YORK", "state": "NY", "zip": "10003"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 7, 2006
                                                           REGISTRATION NO. 333-

--------------------------------------------------------------------------------
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                               -------------------

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                               ------------------
                           THE A CONSULTING TEAM, INC.
             (Exact name of registrant as specified in its charter)
                               -------------------

         NEW YORK                                         13-3169913
  (State of incorporation)                  (I.R.S. Employer Identification No.)
                               -------------------

                           THE A CONSULTING TEAM, INC.
                              200 PARK AVENUE SOUTH
                            NEW YORK, NEW YORK 10003
                                 (212) 979-8228
 (Address and telephone number, including area code, of principal executive
 offices)

                THE A CONSULTING TEAM, INC. AMENDED AND RESTATED
                        1997 STOCK OPTION AND AWARD PLAN
    (FORMERLY, THE A CONSULTING TEAM, INC. 1997 STOCK OPTION AND AWARD PLAN,
                            AS AMENDED MAY 24, 2001)
                            (Full title of the plans)
                               -------------------

                                  SHMUEL BENTOV
                 CHAIRMAN, CHIEF EXECUTIVE OFFICER AND PRESIDENT
                           THE A CONSULTING TEAM, INC.
                              200 PARK AVENUE SOUTH
                            NEW YORK, NEW YORK 10003
                                 (212) 979-8228
 (Name, address and telephone number, including area code, of agent for service)
                               -------------------

                         CALCULATION OF REGISTRATION FEE
============================================ ===================== =================== ====================== ==============
                                                                        PROPOSED
                                                    AMOUNT          MAXIMUM OFFERING         PROPOSED           AMOUNT OF
   TITLE OF SECURITIES TO BE REGISTERED             TO BE           PRICE PER SHARE      MAXIMUM AGGREGATE    REGISTRATION
                                                REGISTERED(1)             (2)             OFFERING PRICE           FEE
-------------------------------------------- --------------------- ------------------- ---------------------- --------------
Shares of the common stock, $0.01 par
value per share (the "Common Stock"), of
The A Consulting Team, Inc. (the
"Registrant")                                      975,000               $4.48             $4,368,000.00         $467.38
-------------------------------------------- --------------------- ------------------- ---------------------- --------------
TOTAL                                              975,000                                 $4,368,000.00         $467.38
-------------------------------------------- --------------------- ------------------- ---------------------- --------------
(1)     The shares that are being registered are to be offered and sold
         pursuant to awards under The A Consulting Team, Inc. Amended and
         Restated 1997 Stock Option and Award Plan (formerly, The A Consulting
         Team, Inc. 1997 Stock Option and Award Plan, as amended May 24, 2001;
         the "Plan"). This Registration Statement also shall cover any
         additional shares of Common Stock that become issuable pursuant to
         awards under the Plan by reason of any stock dividend, stock split,
         recapitalization or any other similar transaction, without the receipt
         of consideration, which results in an increase in the number of shares
         of the Registrant's outstanding Common Stock.
 (2)     Estimated solely for the purposes of calculating the amount of the
         registration fee pursuant to Rule 457(h). The offering price per share
         and the aggregate offering price are based upon the average of the high
         and low prices of the Common Stock on April 3, 2006 as reported on the
         Nasdaq Capital Market.
PART I

Item 1.  PLAN INFORMATION.*

Item 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*

         *Information required by Part I to be contained in the Section 10(a)
         prospectus is omitted from this Registration Statement in accordance
         with Rule 428 under the Securities Act of 1933, as amended (the
         "Securities Act") and the Note to Part I of Form S-8.

                                     PART II

Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

The A Consulting Team, Inc. (the "Registrant") hereby incorporates by reference
into this Registration Statement the following documents filed with the
Securities and Exchange Commission (the "Commission"):

         (a) The Registrant's Annual Report on Form 10-K, filed March 29, 2006
         (File No. 000-22945) for the fiscal year ended December 31, 2005;

         (b) All other reports filed by the Registrant pursuant to Section 13(a)
         or 15(d) of the Securities Exchange Act of 1934, as amended (the
         "Exchange Act"), since December 31, 2005; and

         (c) The description of the Registrant's common stock contained in the
         Registration Statement on Form 8-A, and any amendment or report filed
         with the Commission for purposes 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 shall be deemed incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing such documents until a post-effective amendment of this Registration
Statement is filed which indicates that all securities being offered hereby have
been sold or which deregisters all securities then remaining unsold.

Any statement contained in a document incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained in a subsequently filed document which
is also incorporated by reference herein modifies or supersedes such statement.

Item 4.  DESCRIPTION OF SECURITIES.

Not applicable.

Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

Not applicable.

Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

In accordance with Article VII of the Registrant's Restated Certificate of
Incorporation and Article VI of the Registrant's Amended and Restated By-Laws,
the Registrant shall indemnify any officer or director (including officers and
directors serving another corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise in any capacity at the Registrant's
request) made, or threatened to be made, a party to an action or proceeding
(whether civil or criminal, and other than by or in the right of the Registrant)
to procure a judgment in its favor, by reason of the fact that he or she (and
his or her testator or intestate) served as an officer or director (or in any
capacity, in the case of service for any other corporation, partnership, joint
venture, trust, employee benefit plan, or other enterprise), against judgments,
fines, amounts paid in settlement and reasonable expenses (including attorneys'
fees actually and necessarily incurred as a result of such action or proceeding,
or any appeal therein) if such officer or director acted, in good faith, for a
purpose he or she reasonably believed to be in (or, in the case of service for
any other corporation, partnership, joint venture, trust, employee benefit plan,
or other enterprise, not opposed to) the best interests of the corporation and,
in criminal actions or proceedings, in addition, had no reasonable cause to be
believe that his conduct was unlawful.
In addition, the Registrant shall indemnify any officer or director (including
officers and directors serving or who served another corporation, partnership,
joint venture, trust, employee benefit plan or other enterprise as an officer or
director at the Registrant's request) made, or threatened to be made, a party to
an action by or in the right of the Registrant to procure a judgment in its
favor, by reason of the fact that he or she (and his or her testator or
intestate) is served or served in such capacity, against amounts paid in
settlement and reasonable expenses (including attorneys' fees actually and
necessarily incurred by him or her in connection with the defense or settlement
of such action, or an appeal therein) if such officer or director acted, in good
faith, for a purpose he or she reasonably believed to be in (or, in the case of
service for any other corporation, partnership, joint venture, trust, employee
benefit plan, or other enterprise, not opposed to) the best interests of the
Registrant; provided that the Registrant will not indemnify an officer or
director with respect to a threatened action, or pending action, that is settled
or otherwise disposed of or any claim, issue or matter as to which such officer
or director has been adjudged liable to the Registrant, unless and only to the
extent that the court in which such action was brought (or, if no action was
brought, any court of competent jurisdiction) determines upon application that,
in view of the all the circumstances of the case, the officer or director is
fairly and reasonably entitled to indemnity for such portion of the settlement
amount and expenses as the court deems proper.

These provisions are intended to allow the Registrant's officers and director
the benefit of all applicable sections of the New York Business Corporation Law
which permit a New York corporation to indemnify its officers and directors
against any judgment, fines and amounts paid in settlement and reasonable
expenses if such person acted in good faith, for a purpose he or she reasonably
believed to be in (or, in the case of service for another entity, not opposed
to) the best interests of the Registrant.

The Registrant has entered into agreements, effective August 2, 2003, to provide
indemnification for officers and directors in accordance with the Registrant's
Restated Certificate of Incorporation and Amended and Restated By-Laws.

Item 7.  EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

Item 8.  EXHIBITS.
EXHIBIT                                                                        INCORPORATED BY REFERENCE          FILED
 NUMBER     EXHIBIT DESCRIPTION                                           FORM       EXHIBIT      FILING DATE    HEREWITH
 ------     -------------------                                           ----       -------      -----------    --------
5          Opinion of ORRICK HERRINGTON & SUTCLIFFE LLP                                                             X

 23.1       Consent of GRANT THORNTON LLP, Independent Registered                                                    X
            Public Accounting Firm

 23.2       Consent of MERCADIEN, P.C., Independent Registered                                                       X
            Public Accounting Firm

 23.3       Consent of ORRICK HERRINGTON & SUTCLIFFE LLP (contained                                                  X
            in Exhibit 5).

 24         Power of Attorney                                                                                        X
            (included on the signature page hereto).

 99.1       The A Consulting Team, Inc. 1997 Stock Option and Award     DEF-14A     Exhibits    April 30, 2001
            Plan, as amended May 24, 2001                                             B & C

 99.2       The A Consulting Team, Inc. Amended and Restated 1997       DEF-14A       Annex      June 27, 2005
            Stock Option and Award Plan                                                 J
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:

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

                      (ii) to reflect in such 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 herein-- Notwithstanding
                      the foregoing, any increase or decrease in volume of
                      securities offered (if the total dollar value of
                      securities offered would not exceed that which was
                      registered) and any deviation from the low or high
                      end of the estimated maximum offering range may be
                      reflected in the form of prospectus filed with the
                      Commission pursuant to Rule 424(b) if, in the
                      aggregate, the changes in volume and price represent
                      no more than a 20% change in the maximum aggregate
                      offering price set forth in the "Calculation of
                      Registration Fee" table in this Registration
                      Statement; and

                      (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:

                                 (A) paragraphs (a)(1)(i) and (a)(1)(ii)
                                 above do not apply if the Registration
                                 Statement is on Form S-8, and the
                                 information required to be included in a
                                 post-effective amendment by those paragraphs
                                 is contained in reports filed with or
                                 furnished to the Commission by the
                                 Registrant pursuant to section 13 or section
                                 15(d) of the Exchange Act that are
                                 incorporated by reference in the
                                 Registration Statement; and

                                 (B) paragraphs (a)(1)(i), (a)(1)(ii) and
                                 (a)(1)(iii) above do not apply if the
                                 Registration Statement is on Form S-3 or
                                 Form F-3 and the information required to be
                                 included in a post-effective amendment by
                                 those paragraphs is contained in reports
                                 filed with or furnished to the Commission by
                                 the Registrant pursuant to section 13 or
                                 section 15(d) of the Exchange Act that are
                                 incorporated by reference in the
                                 Registration Statement, or is contained in a
                                 form of prospectus filed pursuant to Rule
                                 424(b) that is part of the Registration
                                 Statement.

                  (2) that, for purposes 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; and

                  (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 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 into this 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 the indemnification for liabilities arising under the
         Securities Act may be permitted for directors, officers and controlling
         persons of the Registrant pursuant to the foregoing provisions, or
         otherwise, the Registrant has been advised that in the opinion of the
         Commission such indemnification is against public policy as expressed
         in the Securities Act and is, therefore, unenforceable. In the event
         that a claim for indemnification against such liabilities (other than
         the payment by the Registrant of expenses incurred or paid by a
         director, officer or controlling person of the Registrant in 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, a corporation organized and existing under the laws of the State of
New York, 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 New York, State of New York, on this 7 day of April,
2006.

                                      THE A CONSULTING TEAM, INC.

                                      By:  /s/ SHMUEL BENTOV
                                      ------------------------------------------
                                           Shmuel BenTov
                                           Chief Executive Officer

                                POWER OF ATTORNEY

      KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, hereby
constitute and appoint Shmuel BenTov, Chief Executive Officer, the lawful
attorney-in-fact and agent with full power and authority to do any and all acts
and things and to execute any and all instruments which said attorney and agent,
determine may be necessary or advisable or required to enable said corporation
to comply with the Securities Act of 1933, as amended, and any rules or
regulations or requirements of the Securities and Exchange Commission in
connection with this Registration Statement. Without limiting the generality of
the foregoing power and authority, the powers granted include the power and
authority to sign the names of the undersigned in the capacities indicated below
to this Registration Statement, to any and all amendments, both pre-effective
and post-effective, and supplements to this Registration Statement, and to any
and all instruments or documents filed as part of or in conjunction with this
Registration Statement or amendments or supplements thereof, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
and each of the undersigned hereby ratifies and confirms that said attorney and
agent shall do or cause to be done by virtue hereof. This Power of Attorney may
be signed in several counterparts.

      IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated. Pursuant to the requirements of the
Securities Act of 1933, as amended, this Registration Statement has been signed
by the following persons in the capacities and on the dates indicated.
SIGNATURE                                                              TITLE                                   DATE

/s/ SHMUEL BENTOV                                 Chairman, Chief Executive Officer and President          April 7, 2006
-----------------------------------------------    (Principal Executive Officer and Principal
Shmuel BenTov                                                     Financial Officer)

/s/ STEVEN S. MUKAMAL                                                 Director                             April 7, 2006
-----------------------------------------------
Steven S. Mukamal

/s/ REUVEN BATTAT                                                     Director                             April 7, 2006
----------------------------------------------
Reuven Battat

/s/ WILLIAM MILLER                                                    Director                             April 7, 2006
----------------------------------------------
William Miller

/s/ RABIN DHOBLE                                                      Director                             April 7, 2006
----------------------------------------------
Rabin Dhoble
EXHIBIT INDEX
<

 EXHIBIT                                                                        INCORPORATED BY REFERENCE          FILED
 NUMBER     EXHIBIT DESCRIPTION                                          FORM       EXHIBIT      FILING DATE     HEREWITH
 ------     -------------------                                          ----       -------      -----------     --------
5          Opinion of ORRICK HERRINGTON & SUTCLIFFE LLP                                                             X

 23.1       Consent of GRANT THORNTON LLP, Independent Registered                                                    X
            Public Accounting Firm

 23.2       Consent of MERCADIEN, P.C., Independent Registered
            Public Accounting Firm

 23.3       Consent of ORRICK HERRINGTON & SUTCLIFFE LLP (contained                                                  X
            in Exhibit 5).

 24         Power of Attorney                                                                                        X
            (included on the signature page hereto).

 99.1       The A Consulting Team, Inc. 1997 Stock Option and Award     DEF-14A     Exhibits    April 30, 2001
            Plan, as amended May 24, 2001                                             B & C

 99.2       The A Consulting Team, Inc. Amended and Restated 1997       DEF-14A       Annex      June 27, 2005
            Stock Option and Award Plan                                                 J