U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                    UNDER THE
                             SECURITIES ACT OF 1933


                          CHARYS HOLDING COMPANY, INC.
             (Exact name of registrant as specified in its charter)

          Delaware                         7340                 54-2152284
  (State or jurisdiction of    (Primary Standard Industrial  (I.R.S. Employer
incorporation or organization)  Classification Code Number)  Identification No.)

 1117 Perimeter Center West, Suite N415, Atlanta, Georgia 30338; (678) 443-2300
  (Address and telephone number of Registrant's principal executive offices and
                          principal place of business)

             AMENDED EMPLOYEE STOCK INCENTIVE PLAN FOR THE YEAR 2004
                            (Full title of the Plans)

           Billy V. Ray, Jr., 1117 Perimeter Center West, Suite N415,
                             Atlanta, Georgia 30338
                     (Name and address of agent for service)

                                 (678) 443-2300
          (Telephone number, including area code, of agent for service)

                         Calculation of Registration Fee

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------------
Title of securities to be  Amount to be registered   Proposed offering price       Proposed maximum       Amount of registration
registered                                                per share (1)        aggregate offering price             fee
-------------------------  -----------------------  -------------------------  -------------------------  -----------------------
<S>                        <C>                      <C>                        <C>                        <C>

Options to Purchase                      5,000,000
Common Stock, Common                                $                1.45 (2)  $               7,250,000  $                222.58
Shares Underlying
Options
-------------------------  -----------------------  -------------------------  -------------------------  -----------------------
Total                                    5,000,000                             $               7,250,000  $                222.58
---------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  The  Offering  Price  is  used  solely  for  purposes  of  estimating  the
registration  fee  pursuant  to  Rule  457(h)  promulgated  pursuant to the
Securities  Act  of  1933.
(2)  This Offering Price per Share is established pursuant to the option
exercise price contained in the Amended Employee Stock Incentive Plan for the
Year 2004, set forth in Exhibit 4.1 to this Form S-8.


<PAGE>
                                     PART I
              Information Required in the Section 10(a) Prospectus

ITEM 1. PLAN INFORMATION.

     See Item 2 below.

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

     The  documents  containing the information specified in Part I, Items 1 and
2, will be delivered to each of the participants in accordance with Form S-8 and
Rule 428 promulgated under the Securities Act of 1933. The participants shall be
provided  a  written  statement notifying them that upon written or oral request
they  will  be  provided,  without  charge,  (i)  the  documents incorporated by
reference  in  Item  3  of Part II of the registration statement, and (ii) other
documents  required  to be delivered pursuant to Rule 428(b). The statement will
inform  the  participants  that these documents are incorporated by reference in
the  Section  10(a)  prospectus,  and shall include the address (giving title or
department)  and  telephone  number  to  which  the  request  is to be directed.

                                     PART II
               Information Required in the Registration Statement

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following are hereby incorporated by reference:

          (a)     The Registrant's latest annual report on Form 10-KSB/A for the
fiscal year ended April 30, 2006, filed on September 22, 2006.

          (b)     All  other reports filed pursuant to Section 13(a) or 15(d) of
the  Securities Exchange Act of 1934 since the end of the fiscal year covered by
the Form 10-KSB/A referred to in (a) above.

          (c)     A  description of the Registrant's securities contained in the
Registration  Statement on Form 10-SB12G, as amended, filed by the Registrant to
register the common stock under the Exchange Act, including all amendments filed
for the purpose of updating such common stock 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 the registration statement and to be part
thereof from the date of filing of such documents.

ITEM 4. DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Our  bylaws  do not contain a provision entitling any director or executive
officer  to  indemnification against its liability under the Securities Act. The
Delaware  General  Corporation  Law  allows a company to indemnify its officers,
directors,  employees,  and  agents  from  any threatened, pending, or completed
action,  suit,  or  proceeding,  whether  civil,  criminal,  administrative,  or
investigative,  except  under  certain  circumstances.  Indemnification may


                                       2
<PAGE>
only  occur  if  a  determination  has  been  made  that  the officer, director,
employee,  or  agent  acted  in  good  faith  and in a manner, which such person
believed  to  be in the best interests of the Registrant. A determination may be
made by the stockholders; by a majority of the directors who were not parties to
the  action,  suit,  or  proceeding  confirmed  by  opinion of independent legal
counsel;  or  by  opinion  of independent legal counsel in the event a quorum of
directors  who  were  not  a  party to such action, suit, or proceeding does not
exist.

     Provided  the  terms  and conditions of these provisions under Delaware law
are  met,  officers,  directors,  employees, and agents of the Registrant may be
indemnified  against  any  cost,  loss,  or expense arising out of any liability
under  the  Securities  Act.  Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers and controlling
persons  of  the  Registrant,  we  have  been advised that in the opinion of the
Securities  and  Exchange  Commission,  such  indemnification  is against public
policy and is, therefore, unenforceable.

     The  Delaware  General Corporation Law, stated herein, provides further for
permissive indemnification of officers and directors.

     "DGCL  Sec.145.  Indemnification  of  Officers,  Directors,  Employees  and
Agents, Insurance.

     (a)     "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 the person is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as  a  director, officer, employee or agent of another 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 the person in connection with such action, suit or proceeding if the
person  acted in good faith and in a manner the person 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 the
person's conduct was unlawful. The termination of any action, suit or proceeding
by judgment, order, settlement, conviction, or upon a plea of nolo contendere or
its  equivalent,  shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which the person 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 reasonable cause to believe that the
person's  conduct  was  unlawful.

     (b)     "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  the  fact  that the person is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the  request  of  the  corporation  as a director, officer, employee or agent of
another  corporation,  partnership,  joint  venture,  trust  or other enterprise
against expenses (including attorneys' fees) actually and reasonably incurred by
the  person  in connection with the defense or settlement of such action or suit
if the person acted in good faith and in a manner the person 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.

     (c)     "To  the  extent  that a present or former director or officer of a
corporation  has  been  successful  on the merits or otherwise in defense of any
action,  suit  or  proceeding  referred  to  in  subsections (a) and (b) of this
section,  or in defense of any claim, issue or matter therein, such person shall
be  indemnified  against  expenses  (including  attorneys'  fees)  actually  and
reasonably incurred by such person in connection therewith.

     (d)     "Any  indemnification under subsections (a) and (b) of this section
(unless  ordered by a court) shall be made by the corporation only as authorized
in the specific case upon a determination that indemnification of the present or
former  director,  officer,  employee  or  agent  is proper in the circumstances
because  the  person  has  met  the  applicable standard of conduct set forth in
subsections  (a)  and  (b)  of  this  section. Such determination shall be made,


                                       3
<PAGE>
with  respect  to  a  person  who  is  a director or officer at the time of such
determination,  (1)  by  a majority vote of the directors who are not parties to
such  action,  suit  or  proceeding, even though less than a quorum, or (2) by a
committee  of such directors designated by majority vote of such directors, even
though  less  than  a  quorum, or (3) if there are no such directors, or if such
directors  so  direct, by independent legal counsel in a written opinion, or (4)
by the stockholders.

     (e)     "Expenses  (including  attorneys'  fees)  incurred by an officer or
director  in  defending  any  civil,  criminal,  administrative or investigative
action,  suit  or  proceeding  may  be paid by the corporation in advance of the
final  disposition  of  such  action,  suit  or  proceeding  upon  receipt of an
undertaking  by or on behalf of such director or officer to repay such amount if
it  shall  ultimately  be  determined  that  such  person  is not entitled to be
indemnified  by  the  corporation  as  authorized in this section. Such expenses
(including  attorneys'  fees) incurred by former directors and officers or other
employees  and  agents may be so paid upon such terms and conditions, if any, as
the  corporation  deems  appropriate.

     (f)     "The  indemnification  and  advancement of expenses provided by, or
granted  pursuant  to, the other subsections of this section shall not be deemed
exclusive  of  any  other  rights  to  which  those  seeking  indemnification or
advancement  of  expenses  may  be  entitled under any bylaw, agreement, vote of
stockholders  or disinterested directors or otherwise, both as to action in such
person's  official  capacity  and as to action in another capacity while holding
such office.

     (g)     "A  corporation shall have power to purchase and maintain insurance
on  behalf of any person who is or was a director, officer, employee or agent of
the  corporation,  or  is  or was serving at the request of the corporation as a
director,  officer, employee or agent of another corporation, partnership, joint
venture,  trust  or other enterprise against any liability asserted against such
person  and incurred by such person in any such capacity, or arising out of such
person's  status as such, whether or not the corporation would have the power to
indemnify such person against such liability under this section.

     (h)     "For  purposes  of  this  section,  references to "the corporation"
shall  include,  in  addition  to  the  resulting  corporation,  any constituent
corporation  (including  any  constituent  of  a  constituent)  absorbed  in  a
consolidation  or  merger  which, if its separate existence had continued, would
have had power and authority to indemnify its directors, officers, and employees
or  agents,  so  that  any person who is or was a director, officer, employee or
agent  of  such  constituent corporation, or is or was serving at the request of
such  constituent  corporation  as  a  director,  officer,  employee or agent of
another  corporation,  partnership,  joint  venture,  trust or other enterprise,
shall  stand  in  the  same  position  under  this  section  with respect to the
resulting  or  surviving  corporation  as such person would have with respect to
such constituent corporation if its separate existence had continued.

     (i)     "For  purposes  of  this section, references to "other enterprises"
shall  include  employee  benefit plans; references to "fines" shall include any
excise taxes assessed on a person with respect to any employee benefit plan; and
references  to  "serving  at  the  request of the corporation" shall include any
service  as  a  director,  officer,  employee  or agent of the corporation which
imposes  duties on, or involves services by, such director, officer, employee or
agent  with  respect  to  an  employee  benefit  plan,  its  participants  or
beneficiaries;  and a person who acted in good faith and in a manner such person
reasonably  believed to be in the interest of the participants and beneficiaries
of  an  employee  benefit  plan  shall  be deemed to have acted in a manner "not
opposed  to  the  best  interests  of  the  corporation"  as referred to in this
section.

     (j)     "The  indemnification  and  advancement of expenses provided by, or
granted  pursuant  to,  this  section  shall,  unless  otherwise  provided  when
authorized or ratified, continue as to a person who has ceased to be a director,
officer,  employee  or  agent  and  shall  inure  to  the  benefit of the heirs,
executors and administrators of such a person.

     (k)     "The Court of Chancery is hereby vested with exclusive jurisdiction
to hear and determine all actions for advancement of expenses or indemnification
brought  under  this section or under any bylaw, agreement, vote of stockholders
or  disinterested  directors,  or otherwise. The Court of Chancery may summarily
determine  a  corporation's obligation to advance expenses (including attorneys'
fees)."


                                       4
<PAGE>
     The  Registrant,  with approval of the Registrant's Board of Directors, may
obtain directors' and officers' liability insurance.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8. EXHIBITS.

     The  Exhibits required by Item 601 of Regulation S-B, and an index thereto,
are attached.

ITEM 9. UNDERTAKINGS.

     The undersigned registrant hereby undertakes:

          (a)  (1)  To  file,  during  any  period  in which offers or sales are
being  made, a post-effective amendment to this registration statement: (iii) To
include  any  material  information with respect to the plan of distribution not
previously  disclosed  in  the  registration statement or any material change to
such information in the registration statement;

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

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

          (c)     To  deliver  or  cause to be delivered with the prospectus, to
each person to whom the prospectus is sent or given, the latest annual report to
security  holders  that  is  incorporated  by  reference  in  the prospectus and
furnished  pursuant  to and meeting the requirements of Rule 14a-3 or Rule 14c-3
under  the  Securities  Exchange  Act  of  1934;  and,  where  interim financial
information  required to be presented by Article 3 of Regulation S-X are not set
forth  in the prospectus, to deliver, or cause to be delivered to each person to
whom  the  prospectus  is  sent  or  given,  the latest quarterly report that is
specifically incorporated by reference in the prospectus to provide such interim
financial information.

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


                                       5
<PAGE>
                                   SIGNATURES

     Pursuant  to the requirements of the Securities Act of 1933, the registrant
certifies  that  it  has  reasonable grounds to believe that it meets all of the
requirements  for  filing  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 Atlanta, Georgia, on April 18, 2007.

                                   CHARYS HOLDING COMPANY, INC.


                                   By /s/ Billy V. Ray, Jr.
                                      ------------------------------------------
                                      Billy V. Ray, Jr., Chief Executive Officer


                                   By /s/ Raymond J. Smith
                                      ------------------------------------------
                                      Raymond J. Smith, Chief Financial Officer


                                       6
<PAGE>
     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/ Billy V. Ray, Jr.        Chief Executive Officer         April 18, 2007
------------------------     and Chairman of the Board of
  Billy V. Ray, Jr.                   Directors

  /s/ Raymond J. Smith       Vice President, Secretary, and    April 18, 2007
------------------------        Chief Financial Officer
  Raymond J. Smith

  /s/ John Jordan                       Director               April 18, 2007
------------------------
  John Jordan

  /s/ Neil L. Underwood                 Director               April 18, 2007
------------------------
  Neil L. Underwood

  /s/ David S. Gergacz                  Director               April 18, 2007
------------------------
  David S. Gergacz

  /s/ Michael Oyster                    Director               April 18, 2007
------------------------
  Michael Oyster

  /s/ Gisle Larsen                      Director               April 18, 2007
------------------------
  Gisle Larsen

  /s/ Dennis C. Hayes                   Director               April 18, 2007
------------------------
  Dennis C. Hayes

  /s/ Alec McLarty                      Director               April 18, 2007
------------------------
  Alec McLarty

  /s/ Michael D. Brown                  Director               April 18, 2007
------------------------
  Michael D. Brown


                                        7
<PAGE>
                                  EXHIBIT INDE

<TABLE>
<CAPTION>
EXHIBIT NO.  DESCRIPTION
-----------  -----------
<S>          <C>
    4.1      Amended Employee Stock Incentive Plan for the Year 2004
    5        Opinion Re: Legality
    23.1     Consent of Accountants
    23.2     Consent of Counsel
</TABLE>


                                        8
[{"type": "S-8", "sequence": "1", "filename": "forms-8.txt", "description": "CHARYS HOLDING S-8 4-17-2007", "secsgml_size_bytes": 23660}]
{"company-data": {"conformed-name": "CHARYS HOLDING CO INC", "cik": "0000845879", "assigned-sic": "7200", "irs-number": "512152284", "fiscal-year-end": "0430"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-142244", "film-number": "07777504"}, "business-address": {"street1": "1117 PERIMETER CENTER WEST", "street2": "SUITE N415", "city": "ATLANTA", "state": "GA", "zip": "30338", "phone": "6784432300"}, "mail-address": {"street1": "1117 PERIMETER CENTER WEST", "street2": "SUITE N415", "city": "ATLANTA", "state": "GA", "zip": "30338"}, "former-company": [{"former-conformed-name": "SPIDERBOY INTERNATIONAL INC", "date-changed": "20010507"}, {"former-conformed-name": "SPIDEBOY INTERNATIONAL INC/", "date-changed": "20010503"}, {"former-conformed-name": "HIGH COUNTRY VENTURES INC", "date-changed": "20001102"}]}
U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                    UNDER THE
                             SECURITIES ACT OF 1933

                          CHARYS HOLDING COMPANY, INC.
             (Exact name of registrant as specified in its charter)

          Delaware                         7340                 54-2152284
  (State or jurisdiction of    (Primary Standard Industrial  (I.R.S. Employer
incorporation or organization)  Classification Code Number)  Identification No.)

 1117 Perimeter Center West, Suite N415, Atlanta, Georgia 30338; (678) 443-2300
  (Address and telephone number of Registrant's principal executive offices and
                          principal place of business)

             AMENDED EMPLOYEE STOCK INCENTIVE PLAN FOR THE YEAR 2004
                            (Full title of the Plans)

           Billy V. Ray, Jr., 1117 Perimeter Center West, Suite N415,
                             Atlanta, Georgia 30338
                     (Name and address of agent for service)

                                 (678) 443-2300
          (Telephone number, including area code, of agent for service)

                         Calculation of Registration Fee
---------------------------------------------------------------------------------------------------------------------------------
Title of securities to be  Amount to be registered   Proposed offering price       Proposed maximum       Amount of registration
registered                                                per share (1)        aggregate offering price             fee
-------------------------  -----------------------  -------------------------  -------------------------  -----------------------
Options to Purchase                      5,000,000
Common Stock, Common                                $                1.45 (2)  $               7,250,000  $                222.58
Shares Underlying
Options
-------------------------  -----------------------  -------------------------  -------------------------  -----------------------
Total                                    5,000,000                             $               7,250,000  $                222.58
---------------------------------------------------------------------------------------------------------------------------------
(1)  The  Offering  Price  is  used  solely  for  purposes  of  estimating  the
registration  fee  pursuant  to  Rule  457(h)  promulgated  pursuant to the
Securities  Act  of  1933.
(2)  This Offering Price per Share is established pursuant to the option
exercise price contained in the Amended Employee Stock Incentive Plan for the
Year 2004, set forth in Exhibit 4.1 to this Form S-8.
PART I
              Information Required in the Section 10(a) Prospectus

ITEM 1. PLAN INFORMATION.

     See Item 2 below.

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

     The  documents  containing the information specified in Part I, Items 1 and
2, will be delivered to each of the participants in accordance with Form S-8 and
Rule 428 promulgated under the Securities Act of 1933. The participants shall be
provided  a  written  statement notifying them that upon written or oral request
they  will  be  provided,  without  charge,  (i)  the  documents incorporated by
reference  in  Item  3  of Part II of the registration statement, and (ii) other
documents  required  to be delivered pursuant to Rule 428(b). The statement will
inform  the  participants  that these documents are incorporated by reference in
the  Section  10(a)  prospectus,  and shall include the address (giving title or
department)  and  telephone  number  to  which  the  request  is to be directed.

                                     PART II
               Information Required in the Registration Statement

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following are hereby incorporated by reference:

          (a)     The Registrant's latest annual report on Form 10-KSB/A for the
fiscal year ended April 30, 2006, filed on September 22, 2006.

          (b)     All  other reports filed pursuant to Section 13(a) or 15(d) of
the  Securities Exchange Act of 1934 since the end of the fiscal year covered by
the Form 10-KSB/A referred to in (a) above.

          (c)     A  description of the Registrant's securities contained in the
Registration  Statement on Form 10-SB12G, as amended, filed by the Registrant to
register the common stock under the Exchange Act, including all amendments filed
for the purpose of updating such common stock 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 the registration statement and to be part
thereof from the date of filing of such documents.

ITEM 4. DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Our  bylaws  do not contain a provision entitling any director or executive
officer  to  indemnification against its liability under the Securities Act. The
Delaware  General  Corporation  Law  allows a company to indemnify its officers,
directors,  employees,  and  agents  from  any threatened, pending, or completed
action,  suit,  or  proceeding,  whether  civil,  criminal,  administrative,  or
investigative,  except  under  certain  circumstances.  Indemnification may

                                       2
only  occur  if  a  determination  has  been  made  that  the officer, director,
employee,  or  agent  acted  in  good  faith  and in a manner, which such person
believed  to  be in the best interests of the Registrant. A determination may be
made by the stockholders; by a majority of the directors who were not parties to
the  action,  suit,  or  proceeding  confirmed  by  opinion of independent legal
counsel;  or  by  opinion  of independent legal counsel in the event a quorum of
directors  who  were  not  a  party to such action, suit, or proceeding does not
exist.

     Provided  the  terms  and conditions of these provisions under Delaware law
are  met,  officers,  directors,  employees, and agents of the Registrant may be
indemnified  against  any  cost,  loss,  or expense arising out of any liability
under  the  Securities  Act.  Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers and controlling
persons  of  the  Registrant,  we  have  been advised that in the opinion of the
Securities  and  Exchange  Commission,  such  indemnification  is against public
policy and is, therefore, unenforceable.

     The  Delaware  General Corporation Law, stated herein, provides further for
permissive indemnification of officers and directors.

     "DGCL  Sec.145.  Indemnification  of  Officers,  Directors,  Employees  and
Agents, Insurance.

     (a)     "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 the person is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as  a  director, officer, employee or agent of another 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 the person in connection with such action, suit or proceeding if the
person  acted in good faith and in a manner the person 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 the
person's conduct was unlawful. The termination of any action, suit or proceeding
by judgment, order, settlement, conviction, or upon a plea of nolo contendere or
its  equivalent,  shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which the person 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 reasonable cause to believe that the
person's  conduct  was  unlawful.

     (b)     "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  the  fact  that the person is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the  request  of  the  corporation  as a director, officer, employee or agent of
another  corporation,  partnership,  joint  venture,  trust  or other enterprise
against expenses (including attorneys' fees) actually and reasonably incurred by
the  person  in connection with the defense or settlement of such action or suit
if the person acted in good faith and in a manner the person 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.

     (c)     "To  the  extent  that a present or former director or officer of a
corporation  has  been  successful  on the merits or otherwise in defense of any
action,  suit  or  proceeding  referred  to  in  subsections (a) and (b) of this
section,  or in defense of any claim, issue or matter therein, such person shall
be  indemnified  against  expenses  (including  attorneys'  fees)  actually  and
reasonably incurred by such person in connection therewith.

     (d)     "Any  indemnification under subsections (a) and (b) of this section
(unless  ordered by a court) shall be made by the corporation only as authorized
in the specific case upon a determination that indemnification of the present or
former  director,  officer,  employee  or  agent  is proper in the circumstances
because  the  person  has  met  the  applicable standard of conduct set forth in
subsections  (a)  and  (b)  of  this  section. Such determination shall be made,

                                       3
with  respect  to  a  person  who  is  a director or officer at the time of such
determination,  (1)  by  a majority vote of the directors who are not parties to
such  action,  suit  or  proceeding, even though less than a quorum, or (2) by a
committee  of such directors designated by majority vote of such directors, even
though  less  than  a  quorum, or (3) if there are no such directors, or if such
directors  so  direct, by independent legal counsel in a written opinion, or (4)
by the stockholders.

     (e)     "Expenses  (including  attorneys'  fees)  incurred by an officer or
director  in  defending  any  civil,  criminal,  administrative or investigative
action,  suit  or  proceeding  may  be paid by the corporation in advance of the
final  disposition  of  such  action,  suit  or  proceeding  upon  receipt of an
undertaking  by or on behalf of such director or officer to repay such amount if
it  shall  ultimately  be  determined  that  such  person  is not entitled to be
indemnified  by  the  corporation  as  authorized in this section. Such expenses
(including  attorneys'  fees) incurred by former directors and officers or other
employees  and  agents may be so paid upon such terms and conditions, if any, as
the  corporation  deems  appropriate.

     (f)     "The  indemnification  and  advancement of expenses provided by, or
granted  pursuant  to, the other subsections of this section shall not be deemed
exclusive  of  any  other  rights  to  which  those  seeking  indemnification or
advancement  of  expenses  may  be  entitled under any bylaw, agreement, vote of
stockholders  or disinterested directors or otherwise, both as to action in such
person's  official  capacity  and as to action in another capacity while holding
such office.

     (g)     "A  corporation shall have power to purchase and maintain insurance
on  behalf of any person who is or was a director, officer, employee or agent of
the  corporation,  or  is  or was serving at the request of the corporation as a
director,  officer, employee or agent of another corporation, partnership, joint
venture,  trust  or other enterprise against any liability asserted against such
person  and incurred by such person in any such capacity, or arising out of such
person's  status as such, whether or not the corporation would have the power to
indemnify such person against such liability under this section.

     (h)     "For  purposes  of  this  section,  references to "the corporation"
shall  include,  in  addition  to  the  resulting  corporation,  any constituent
corporation  (including  any  constituent  of  a  constituent)  absorbed  in  a
consolidation  or  merger  which, if its separate existence had continued, would
have had power and authority to indemnify its directors, officers, and employees
or  agents,  so  that  any person who is or was a director, officer, employee or
agent  of  such  constituent corporation, or is or was serving at the request of
such  constituent  corporation  as  a  director,  officer,  employee or agent of
another  corporation,  partnership,  joint  venture,  trust or other enterprise,
shall  stand  in  the  same  position  under  this  section  with respect to the
resulting  or  surviving  corporation  as such person would have with respect to
such constituent corporation if its separate existence had continued.

     (i)     "For  purposes  of  this section, references to "other enterprises"
shall  include  employee  benefit plans; references to "fines" shall include any
excise taxes assessed on a person with respect to any employee benefit plan; and
references  to  "serving  at  the  request of the corporation" shall include any
service  as  a  director,  officer,  employee  or agent of the corporation which
imposes  duties on, or involves services by, such director, officer, employee or
agent  with  respect  to  an  employee  benefit  plan,  its  participants  or
beneficiaries;  and a person who acted in good faith and in a manner such person
reasonably  believed to be in the interest of the participants and beneficiaries
of  an  employee  benefit  plan  shall  be deemed to have acted in a manner "not
opposed  to  the  best  interests  of  the  corporation"  as referred to in this
section.

     (j)     "The  indemnification  and  advancement of expenses provided by, or
granted  pursuant  to,  this  section  shall,  unless  otherwise  provided  when
authorized or ratified, continue as to a person who has ceased to be a director,
officer,  employee  or  agent  and  shall  inure  to  the  benefit of the heirs,
executors and administrators of such a person.

     (k)     "The Court of Chancery is hereby vested with exclusive jurisdiction
to hear and determine all actions for advancement of expenses or indemnification
brought  under  this section or under any bylaw, agreement, vote of stockholders
or  disinterested  directors,  or otherwise. The Court of Chancery may summarily
determine  a  corporation's obligation to advance expenses (including attorneys'
fees)."

                                       4
The  Registrant,  with approval of the Registrant's Board of Directors, may
obtain directors' and officers' liability insurance.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8. EXHIBITS.

     The  Exhibits required by Item 601 of Regulation S-B, and an index thereto,
are attached.

ITEM 9. UNDERTAKINGS.

     The undersigned registrant hereby undertakes:

          (a)  (1)  To  file,  during  any  period  in which offers or sales are
being  made, a post-effective amendment to this registration statement: (iii) To
include  any  material  information with respect to the plan of distribution not
previously  disclosed  in  the  registration statement or any material change to
such information in the registration statement;

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

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

          (c)     To  deliver  or  cause to be delivered with the prospectus, to
each person to whom the prospectus is sent or given, the latest annual report to
security  holders  that  is  incorporated  by  reference  in  the prospectus and
furnished  pursuant  to and meeting the requirements of Rule 14a-3 or Rule 14c-3
under  the  Securities  Exchange  Act  of  1934;  and,  where  interim financial
information  required to be presented by Article 3 of Regulation S-X are not set
forth  in the prospectus, to deliver, or cause to be delivered to each person to
whom  the  prospectus  is  sent  or  given,  the latest quarterly report that is
specifically incorporated by reference in the prospectus to provide such interim
financial information.

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

                                       5
SIGNATURES

     Pursuant  to the requirements of the Securities Act of 1933, the registrant
certifies  that  it  has  reasonable grounds to believe that it meets all of the
requirements  for  filing  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 Atlanta, Georgia, on April 18, 2007.

                                   CHARYS HOLDING COMPANY, INC.

                                   By /s/ Billy V. Ray, Jr.
                                      ------------------------------------------
                                      Billy V. Ray, Jr., Chief Executive Officer

                                   By /s/ Raymond J. Smith
                                      ------------------------------------------
                                      Raymond J. Smith, Chief Financial Officer

                                       6
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/ Billy V. Ray, Jr.        Chief Executive Officer         April 18, 2007
------------------------     and Chairman of the Board of
  Billy V. Ray, Jr.                   Directors

  /s/ Raymond J. Smith       Vice President, Secretary, and    April 18, 2007
------------------------        Chief Financial Officer
  Raymond J. Smith

  /s/ John Jordan                       Director               April 18, 2007
------------------------
  John Jordan

  /s/ Neil L. Underwood                 Director               April 18, 2007
------------------------
  Neil L. Underwood

  /s/ David S. Gergacz                  Director               April 18, 2007
------------------------
  David S. Gergacz

  /s/ Michael Oyster                    Director               April 18, 2007
------------------------
  Michael Oyster

  /s/ Gisle Larsen                      Director               April 18, 2007
------------------------
  Gisle Larsen

  /s/ Dennis C. Hayes                   Director               April 18, 2007
------------------------
  Dennis C. Hayes

  /s/ Alec McLarty                      Director               April 18, 2007
------------------------
  Alec McLarty

  /s/ Michael D. Brown                  Director               April 18, 2007
------------------------
  Michael D. Brown

                                        7
EXHIBIT INDE
EXHIBIT NO.  DESCRIPTION
-----------  -----------
4.1      Amended Employee Stock Incentive Plan for the Year 2004
    5        Opinion Re: Legality
    23.1     Consent of Accountants
    23.2     Consent of Counsel
8