<PAGE>
 
     As filed with the Securities and Exchange Commission on August 30, 1996 
                                                 Registration No. 333-
     ________________________________________________________________________
         S E C U R I T I E S   A N D   E X C H A N G E   C O M M I S S I O N

                               Washington, D.C. 20549

                                      FORM S-8
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933

                        BOSTON COMMUNICATIONS GROUP, INC.            
                 (Exact name of issuer as specified in its charter)


              Massachusetts                               04-3026859     
     (State or other jurisdiction of                  (I.R.S. Employer
     incorporation or organization)                   Identification No.)

                   100 Sylvan Road, Woburn, Massachusetts  01801  
                (Address of principal executive offices)  (Zip Code)

                               1996 STOCK OPTION PLAN
                              (Full title of the plan)

                                   George K. Hertz
                          Boston Communications Group, Inc.
                                   100 Sylvan Road
                             Woburn, Massachusetts  01801     
                       (Name and address of agent for service)


                                 (617) 692-7000                          
            (Telephone number, including area code, of agent for service)

                           CALCULATION OF REGISTRATION FEE
   Title of                       Proposed          Proposed
  Securities      Amount to       Maximum           Maximum        Amount of
    to be             be       Offering Price      Aggregate      Registration
  Registered      Registered    Per Share(1)    Offering Price(1)     Fee     

  Common Stock,   1,264,792       $15.375        $19,446,177       $6,705.63  
  $.01 par         shares   
  value
  __________________________

    (1)  Estimated solely for the purpose of calculating the registration fee,
  and based on the average of the high and low prices as reported by the Nasdaq
  National Market on August 26, 1996, in accordance with Rules 457(c) and (h)
  of the Securities Act of 1933, as amended.

                               Page 1 of __ pages.
                         Exhibit Index begins on page _.

                                      -1-
<PAGE>
 
PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS 

     The information required by Part I is included in documents sent or given
to participants in the 1996 Stock Option Plan of Boston Communications Group,
Inc., a Massachusetts corporation (the "Registrant"), pursuant to Rule 428(b)(1)
of the Securities Act of 1933, as amended (the "Securities Act").

PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     Item 3.  Incorporation of Certain Documents by Reference. 

      The Registrant is subject to the informational and reporting requirements
of Sections 13(a), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and in accordance therewith files reports, proxy
statements and other information with the Securities and Exchange Commission.
The following documents, which are filed with the Securities and Exchange
Commission, are incorporated in this Registration Statement by reference:

      (1) The Registrant's latest prospectus filed pursuant to Rule 424(b) under
the Securities Act that contains audited financial statements for the
Registrant's latest fiscal year for which such statements have been filed.

      (2) The description of the Common Stock, $.01 par value per share ("Common
Stock"), contained in a registration statement filed under the Exchange Act,
including any amendment or report filed for the purpose of updating such
description.

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

     Item 4. Description of Securities. 
 
     Not applicable. 
     
     Item 5. Interests of Named Experts and Counsel. 
     
     Not applicable. 

     Item 6. Indemnification of Directors and Officers. 

     Article 6 of the Company's Restated Articles of Organization

                                      -1-
<PAGE>
 
provides that the Company shall indemnify each person who is or was a director,
officer, employee or other agent of the Company, and each person who is or was
serving at the request of the Company as a director, trustee, officer, employee
or other agent of another organization in which it directly or indirectly owns
shares or of which it is directly or indirectly a creditor, against all
liabilities, costs and expenses reasonably incurred by any such persons in
connection with the defense or disposition of or otherwise in connection with or
resulting from any action, suit or other proceeding in which they may be
involved by reason of being or having been such a director, officer, employee,
agent or trustee, or by reason of any action taken or not taken in such
capacity, except with respect to any matter as to which such person shall have
been finally adjudicated by a court of competent jurisdiction not to have acted
in good faith in the reasonable belief that his or her action was in the best
interests of the Company. The provisions in the Company's articles pertaining to
indemnification may not be amended and no provision inconsistent therewith may
be adopted without the approval of either the Board of Directors or the holders
of at least a majority of the voting power of the Company. Section 67 of Chapter
156B of the Massachusetts Business Corporation Law authorizes a corporation to
indemnify its directors, officers, employees and other agents unless such person
shall have been adjudicated in any proceeding not to have acted in good faith in
the reasonable belief that such action was in the best interests of the
corporation.

      The Company maintains directors' and officers' liability insurance for the
benefit of its directors and certain of its officers.

      Item 7.   Exemption from Registration Claimed.

      Not applicable.

      Item 8.   Exhibits.

      The Exhibit Index immediately preceding the exhibits is incorporated
herein by reference.

      Item 9.   Undertakings.

      1.   The Registrant hereby undertakes

          (a) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

                                      -2-
<PAGE>
 
   (i)  To include any prospectus required by Section
        10(a)(3) of the Securities Act;

  (ii)  To reflect in the prospectus any facts or events
        arising after the effective date of the
        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 in
        the registration statement; and

 (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;

provided, however that paragraphs (i) and (ii) do not apply if the registration
statement is on Form S-3 or Form S-8, and the information required to be
included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d)
of the Exchange Act that are incorporated by reference in the registration
statement.

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

      (c) 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.

      2. 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
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 in the initial bona fide offering thereof.

      3. Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing

                                      -3-
<PAGE>
 
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 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 of 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
Securities Act and will be governed by the final adjudication of such issue.

                                      -4-
<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 Boston, Massachusetts, on this 26th day of August, 1996.


                   BOSTON COMMUNICATIONS GROUP, INC.



                       By: /s/ George K. Hertz           
                           George K. Hertz
                           President and Chief
                           Executive Officer



                       POWER OF ATTORNEY

      We, the undersigned officers and directors of Boston Communications Group,
Inc. hereby severally constitute and appoint George K. Hertz, Frederick E. von
Mering and Thomas L. Barrette, Jr., and each of them singly, our true and lawful
attorneys with full power to them, and each of them singly, to sign for us and
in our names, in the capacities indicated below, the Registration Statement on
Form S-8 filed herewith and any and all amendments to said Registration
Statement and generally to do all such things in our name and behalf in our
capacities as officers and directors to enable Boston Communications Group,
Inc., to comply with the provisions of the Securities Act of 1933, as amended,
and all requirements of the Securities and Exchange Commission, hereby ratifying
and confirming our signatures as they may be signed by our said attorneys, or
any of them, to said Registration Statement and any and all amendments thereto.

                                      -5-
<PAGE>
 
      WITNESS our hands and common seal on the date set forth below.

      Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated as of August 26, 1996.

<TABLE> 
<CAPTION> 
           Signature                  Title                      

<S>                            <C> 
  /s/ George K. Hertz           President and Chief
   George K. Hertz              Executive Officer


  /s/ Frederick E. von Mering   Vice President - Finance
   Frederick E. von Mering      and Administration (Principal
                                Financial and Accounting
                                Officer)


  /s/ Paul J. Tobin             Chairman of the Board
   Paul J. Tobin                of Directors


  /s/ Brian E. Boyle            Vice Chairman of the
   Brian E. Boyle               Board of Directors


  /s/ Jerrold D. Adams          Director
   Jerrold D. Adams


  /s/ Craig L. Burr             Director
   Craig L. Burr


  /s/ James L. McLean           Director
   James L. McLean


  /s/ Paul R. Gudonis           Director
   Paul R. Gudonis

</TABLE> 

                                      -6-
<PAGE>
 
                                 EXHIBIT INDEX
<TABLE> 
<CAPTION> 

Exhibit                                                       Sequential
Number                                                        Page Number

<S>                                                              <C> 
 3.1       Restated Articles of Organization.

 3.2       By-Laws.(1)                                              --

 4.1       Specimen Certificate of Common Stock of the              --
           Registrant.(2)

 5.1       Opinion of Hale and Dorr.                         

23.1       Consent of Hale and Dorr (included in                    --
           Exhibit 5.1).

23.2       Consent of Ernst & Young LLP

23.3       Consent of Ernst & Young LLP

24.1       Power of Attorney (included in the signature             --
           pages of this Registration Statement).

</TABLE> 

 _______________________

 (1)       Incorporated herein by reference to Exhibit 3.3 to the
           Registrant's Registration Statement on Form S-1
           (File No. 333-4128).

 (2)       Incorporated herein by reference to Exhibit 4.1 to the
           Registrant's Registration Statement on Form S-1
           (File No. 333-4128).

                                       1
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 14678}]
{"company-data": {"conformed-name": "BOSTON COMMUNICATIONS GROUP INC", "cik": "0001012887", "assigned-sic": "4812", "irs-number": "043026859", "state-of-incorporation": "MA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-11139", "film-number": "96624167"}, "business-address": {"street1": "ONE MCKINLEY SQUARE", "city": "BOSTON", "state": "MA", "zip": "02109", "phone": "6174763570"}, "mail-address": {"street1": "ONE MCKINLEY SQ", "city": "BOSTON", "state": "MA", "zip": "02109"}}
As filed with the Securities and Exchange Commission on August 30, 1996 
                                                 Registration No. 333-
     ________________________________________________________________________
         S E C U R I T I E S   A N D   E X C H A N G E   C O M M I S S I O N

                               Washington, D.C. 20549

                                      FORM S-8
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933

                        BOSTON COMMUNICATIONS GROUP, INC.            
                 (Exact name of issuer as specified in its charter)

              Massachusetts                               04-3026859     
     (State or other jurisdiction of                  (I.R.S. Employer
     incorporation or organization)                   Identification No.)

                   100 Sylvan Road, Woburn, Massachusetts  01801  
                (Address of principal executive offices)  (Zip Code)

                               1996 STOCK OPTION PLAN
                              (Full title of the plan)

                                   George K. Hertz
                          Boston Communications Group, Inc.
                                   100 Sylvan Road
                             Woburn, Massachusetts  01801     
                       (Name and address of agent for service)

                                 (617) 692-7000                          
            (Telephone number, including area code, of agent for service)

                           CALCULATION OF REGISTRATION FEE
   Title of                       Proposed          Proposed
  Securities      Amount to       Maximum           Maximum        Amount of
    to be             be       Offering Price      Aggregate      Registration
  Registered      Registered    Per Share(1)    Offering Price(1)     Fee     

  Common Stock,   1,264,792       $15.375        $19,446,177       $6,705.63  
  $.01 par         shares   
  value
  __________________________

    (1)  Estimated solely for the purpose of calculating the registration fee,
  and based on the average of the high and low prices as reported by the Nasdaq
  National Market on August 26, 1996, in accordance with Rules 457(c) and (h)
  of the Securities Act of 1933, as amended.

                               Page 1 of __ pages.
                         Exhibit Index begins on page _.

                                      -1-
PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS 

     The information required by Part I is included in documents sent or given
to participants in the 1996 Stock Option Plan of Boston Communications Group,
Inc., a Massachusetts corporation (the "Registrant"), pursuant to Rule 428(b)(1)
of the Securities Act of 1933, as amended (the "Securities Act").

PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     Item 3.  Incorporation of Certain Documents by Reference. 

      The Registrant is subject to the informational and reporting requirements
of Sections 13(a), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and in accordance therewith files reports, proxy
statements and other information with the Securities and Exchange Commission.
The following documents, which are filed with the Securities and Exchange
Commission, are incorporated in this Registration Statement by reference:

      (1) The Registrant's latest prospectus filed pursuant to Rule 424(b) under
the Securities Act that contains audited financial statements for the
Registrant's latest fiscal year for which such statements have been filed.

      (2) The description of the Common Stock, $.01 par value per share ("Common
Stock"), contained in a registration statement filed under the Exchange Act,
including any amendment or report filed for the purpose of updating such
description.

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

     Item 4. Description of Securities. 
 
     Not applicable. 
     
     Item 5. Interests of Named Experts and Counsel. 
     
     Not applicable. 

     Item 6. Indemnification of Directors and Officers. 

     Article 6 of the Company's Restated Articles of Organization

                                      -1-
provides that the Company shall indemnify each person who is or was a director,
officer, employee or other agent of the Company, and each person who is or was
serving at the request of the Company as a director, trustee, officer, employee
or other agent of another organization in which it directly or indirectly owns
shares or of which it is directly or indirectly a creditor, against all
liabilities, costs and expenses reasonably incurred by any such persons in
connection with the defense or disposition of or otherwise in connection with or
resulting from any action, suit or other proceeding in which they may be
involved by reason of being or having been such a director, officer, employee,
agent or trustee, or by reason of any action taken or not taken in such
capacity, except with respect to any matter as to which such person shall have
been finally adjudicated by a court of competent jurisdiction not to have acted
in good faith in the reasonable belief that his or her action was in the best
interests of the Company. The provisions in the Company's articles pertaining to
indemnification may not be amended and no provision inconsistent therewith may
be adopted without the approval of either the Board of Directors or the holders
of at least a majority of the voting power of the Company. Section 67 of Chapter
156B of the Massachusetts Business Corporation Law authorizes a corporation to
indemnify its directors, officers, employees and other agents unless such person
shall have been adjudicated in any proceeding not to have acted in good faith in
the reasonable belief that such action was in the best interests of the
corporation.

      The Company maintains directors' and officers' liability insurance for the
benefit of its directors and certain of its officers.

      Item 7.   Exemption from Registration Claimed.

      Not applicable.

      Item 8.   Exhibits.

      The Exhibit Index immediately preceding the exhibits is incorporated
herein by reference.

      Item 9.   Undertakings.

      1.   The Registrant hereby undertakes

          (a) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

                                      -2-
(i)  To include any prospectus required by Section
        10(a)(3) of the Securities Act;

  (ii)  To reflect in the prospectus any facts or events
        arising after the effective date of the
        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 in
        the registration statement; and

 (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;

provided, however that paragraphs (i) and (ii) do not apply if the registration
statement is on Form S-3 or Form S-8, and the information required to be
included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d)
of the Exchange Act that are incorporated by reference in the registration
statement.

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

      (c) 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.

      2. 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
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 in the initial bona fide offering thereof.

      3. Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing

                                      -3-
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 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 of 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
Securities Act and will be governed by the final adjudication of such issue.

                                      -4-
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 Boston, Massachusetts, on this 26th day of August, 1996.

                   BOSTON COMMUNICATIONS GROUP, INC.

                       By: /s/ George K. Hertz           
                           George K. Hertz
                           President and Chief
                           Executive Officer

                       POWER OF ATTORNEY

      We, the undersigned officers and directors of Boston Communications Group,
Inc. hereby severally constitute and appoint George K. Hertz, Frederick E. von
Mering and Thomas L. Barrette, Jr., and each of them singly, our true and lawful
attorneys with full power to them, and each of them singly, to sign for us and
in our names, in the capacities indicated below, the Registration Statement on
Form S-8 filed herewith and any and all amendments to said Registration
Statement and generally to do all such things in our name and behalf in our
capacities as officers and directors to enable Boston Communications Group,
Inc., to comply with the provisions of the Securities Act of 1933, as amended,
and all requirements of the Securities and Exchange Commission, hereby ratifying
and confirming our signatures as they may be signed by our said attorneys, or
any of them, to said Registration Statement and any and all amendments thereto.

                                      -5-
WITNESS our hands and common seal on the date set forth below.

      Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated as of August 26, 1996.
Signature                  Title
/s/ George K. Hertz           President and Chief
   George K. Hertz              Executive Officer

  /s/ Frederick E. von Mering   Vice President - Finance
   Frederick E. von Mering      and Administration (Principal
                                Financial and Accounting
                                Officer)

  /s/ Paul J. Tobin             Chairman of the Board
   Paul J. Tobin                of Directors

  /s/ Brian E. Boyle            Vice Chairman of the
   Brian E. Boyle               Board of Directors

  /s/ Jerrold D. Adams          Director
   Jerrold D. Adams

  /s/ Craig L. Burr             Director
   Craig L. Burr

  /s/ James L. McLean           Director
   James L. McLean

  /s/ Paul R. Gudonis           Director
   Paul R. Gudonis
-6-
EXHIBIT INDEX
Exhibit                                                       Sequential
Number                                                        Page Number
3.1       Restated Articles of Organization.

 3.2       By-Laws.(1)                                              --

 4.1       Specimen Certificate of Common Stock of the              --
           Registrant.(2)

 5.1       Opinion of Hale and Dorr.                         

23.1       Consent of Hale and Dorr (included in                    --
           Exhibit 5.1).

23.2       Consent of Ernst & Young LLP

23.3       Consent of Ernst & Young LLP

24.1       Power of Attorney (included in the signature             --
           pages of this Registration Statement).
_______________________

 (1)       Incorporated herein by reference to Exhibit 3.3 to the
           Registrant's Registration Statement on Form S-1
           (File No. 333-4128).

 (2)       Incorporated herein by reference to Exhibit 4.1 to the
           Registrant's Registration Statement on Form S-1
           (File No. 333-4128).

                                       1