SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549

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


                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933


                                  MEDQUIST INC.
             (Exact name of registrant as specified in its charter)

                                   NEW JERSEY
         (State or other jurisdiction of incorporation or organization)

                                   22-2531298
                     (I.R.S. Employer Identification Number)

                        Five Greentree Centre, Suite 311
                            Marlton, New Jersey 08053
                        (Address, including zip code, of
                          Principal Executive Offices)


                       Incentive Stock Option Plan of 1988
         Non-Qualified Stock Options Granted by Resolutions of the Board
                           Stock Option Plan of 1992
        Nonstatutory Stock Option Plan of 1992 for Non-Employee Directors
                            (Full title of the plan)

                                 John M. Suender
                  Vice President, General Counsel and Secretary
                                  MedQuist Inc.
                        Five Greentree Centre, Suite 311
                            Marlton, New Jersey 08053
                                 (609) 596-8877
                      (Name, address and telephone number,
                   including area code, of agent for service)


<PAGE>



                         CALCULATION OF REGISTRATION FEE


<TABLE>
<CAPTION>
Title of              Amount to be      Proposed maximum       Proposed maximum          1/29 of 1%
securities            registered(1)     offering price per     aggregate offering        Amount of
to be registered                        share(2)               price(2)                  registration fee
- ----------------------------------------------------------------------------------------------------------
<S>                   <C>               <C>                    <C>                       <C>
Common Stock            300,000         $14.125                $4,237,500                 $1,461.21
</TABLE>


(1)  Plus such indeterminate number of shares as may be issued pursuant to
     certain anti-dilution provisions contained in the Plans and stock options
     and awards covered by this Registration Statement.

(2)  Pursuant to Rule 457(h), in the case such as this where such price is not
     known, the maximum offering price is based upon the average of the high and
     low sales prices of a share of Common Stock of MedQuist Inc. reported on
     the Nasdaq National Market on July 30, 1996.

                                       -2-

<PAGE>



                                     PART I

     This registration on Form S-8 is being filed with respect to the
registration of additional securities of the same class as other securities for
which a registration statement filed on a Form S-8 relating to the same employee
benefit plans is effective. The contents of registration statement No. 33-51508
are incorporated herein by reference.

Item 8.  Exhibits.

     The following exhibits are filed as part of the Registration Statement or,
where so indicated, were and are heretofore filed and are hereby incorporated
herein by reference.

      Exhibit 5.1   Opinion of John M. Suender, General Counsel to the Company

      Exhibit 24.1  Consent of Arthur Andersen LLP, Independent Public
                    Accountants

      Exhibit 24.2  Consent of John M. Suender (included in the opinion filed as
                    Exhibit 5.1 hereto)

                                       -3-

<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, thereto duly
authorized, in the City of Marlton, State of New Jersey, on July _____, 1996.


                                             MedQuist Inc.



                                             By: /s/ DAVID A. COHEN
                                                -----------------------------
                                                David A. Cohen, President and
                                                  Chief Executive Officer


     Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this report has been signed below by the following persons in the
capacities indicated and on the date indicated.


<TABLE>
<S>                               <C>                                             <C>
/s/ JAMES R. EMSHOFF              Director                                        July 31, 1996
- --------------------------        
James R. Emshoff


/s/ ROBERT F. GRAHAM              Vice President, Treasurer and Chief             July 31, 1996
- --------------------------        Financial Officer
Robert F. Graham                  


- --------------------------        Director                                        July 31, 1996
Richard J. Censits


/s/ WILLIAM T. CARSON             Director                                        July 31, 1996
- --------------------------
William T. Carson, Jr.


/s/ JAMES F. CONWAY               Director                                        July 31, 1996
- --------------------------
James F. Conway


</TABLE>

                             [EXECUTIONS CONTINUED]

                                       -4-

<PAGE>


<TABLE>
<S>                               <C>                                             <C>

/s/ FREDERICK S. FOX              Director                                        July 31, 1996
- --------------------------
Frederick S. Fox

- --------------------------        Director                                        July 31, 1996
A. Fred Ruttenberg


/s/ JOHN H. UNDERWOOD             Director                                        July 31, 1996
- --------------------------
John H. Underwood


/s/ TERRENCE J. MULLIGAN          Director                                        July 31, 1996
- --------------------------
Terrence J. Mulligan

</TABLE>
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 6496}]
{"company-data": {"conformed-name": "MEDQUIST INC", "cik": "0000884497", "assigned-sic": "7374", "irs-number": "222531298", "state-of-incorporation": "NJ", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-09541", "film-number": "96603487"}, "business-address": {"street1": "FIVE GREENTREE CENTRE STE 311", "street2": "STATE HIGHWAY 73 N", "city": "MARLTON", "state": "NJ", "zip": "08053", "phone": "6097820300"}, "mail-address": {"street1": "5 GREENTREE CENTRE SUITE 311", "street2": "5 GREENTREE CENTRE SUITE 311", "city": "MARLTON", "state": "NJ", "zip": "08053"}}
SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                  MEDQUIST INC.
             (Exact name of registrant as specified in its charter)

                                   NEW JERSEY
         (State or other jurisdiction of incorporation or organization)

                                   22-2531298
                     (I.R.S. Employer Identification Number)

                        Five Greentree Centre, Suite 311
                            Marlton, New Jersey 08053
                        (Address, including zip code, of
                          Principal Executive Offices)

                       Incentive Stock Option Plan of 1988
         Non-Qualified Stock Options Granted by Resolutions of the Board
                           Stock Option Plan of 1992
        Nonstatutory Stock Option Plan of 1992 for Non-Employee Directors
                            (Full title of the plan)

                                 John M. Suender
                  Vice President, General Counsel and Secretary
                                  MedQuist Inc.
                        Five Greentree Centre, Suite 311
                            Marlton, New Jersey 08053
                                 (609) 596-8877
                      (Name, address and telephone number,
                   including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Title of              Amount to be      Proposed maximum       Proposed maximum          1/29 of 1%
securities            registered(1)     offering price per     aggregate offering        Amount of
to be registered                        share(2)               price(2)                  registration fee
- ----------------------------------------------------------------------------------------------------------
Common Stock            300,000         $14.125                $4,237,500                 $1,461.21
(1)  Plus such indeterminate number of shares as may be issued pursuant to
     certain anti-dilution provisions contained in the Plans and stock options
     and awards covered by this Registration Statement.

(2)  Pursuant to Rule 457(h), in the case such as this where such price is not
     known, the maximum offering price is based upon the average of the high and
     low sales prices of a share of Common Stock of MedQuist Inc. reported on
     the Nasdaq National Market on July 30, 1996.

                                       -2-
PART I

     This registration on Form S-8 is being filed with respect to the
registration of additional securities of the same class as other securities for
which a registration statement filed on a Form S-8 relating to the same employee
benefit plans is effective. The contents of registration statement No. 33-51508
are incorporated herein by reference.

Item 8.  Exhibits.

     The following exhibits are filed as part of the Registration Statement or,
where so indicated, were and are heretofore filed and are hereby incorporated
herein by reference.

      Exhibit 5.1   Opinion of John M. Suender, General Counsel to the Company

      Exhibit 24.1  Consent of Arthur Andersen LLP, Independent Public
                    Accountants

      Exhibit 24.2  Consent of John M. Suender (included in the opinion filed as
                    Exhibit 5.1 hereto)

                                       -3-
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, thereto duly
authorized, in the City of Marlton, State of New Jersey, on July _____, 1996.

                                             MedQuist Inc.

                                             By: /s/ DAVID A. COHEN
                                                -----------------------------
                                                David A. Cohen, President and
                                                  Chief Executive Officer

     Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this report has been signed below by the following persons in the
capacities indicated and on the date indicated.
/s/ JAMES R. EMSHOFF              Director                                        July 31, 1996
- --------------------------        
James R. Emshoff

/s/ ROBERT F. GRAHAM              Vice President, Treasurer and Chief             July 31, 1996
- --------------------------        Financial Officer
Robert F. Graham                  

- --------------------------        Director                                        July 31, 1996
Richard J. Censits

/s/ WILLIAM T. CARSON             Director                                        July 31, 1996
- --------------------------
William T. Carson, Jr.

/s/ JAMES F. CONWAY               Director                                        July 31, 1996
- --------------------------
James F. Conway
[EXECUTIONS CONTINUED]

                                       -4-
/s/ FREDERICK S. FOX              Director                                        July 31, 1996
- --------------------------
Frederick S. Fox

- --------------------------        Director                                        July 31, 1996
A. Fred Ruttenberg

/s/ JOHN H. UNDERWOOD             Director                                        July 31, 1996
- --------------------------
John H. Underwood

/s/ TERRENCE J. MULLIGAN          Director                                        July 31, 1996
- --------------------------
Terrence J. Mulligan