As filed with the Securities and Exchange Commission on September 3, 1999
                                                   Registration No. 333-_______
-------------------------------------------------------------------------------

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

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

                            ALPHANET SOLUTIONS, INC.
             (Exact Name of Registrant as Specified in Its Charter)

              NEW JERSEY                               22-2554535
   (State or Other Jurisdiction of        (I.R.S. Employer Identification No.)
    Incorporation or Organization)

                               7 RIDGEDALE AVENUE
                         CEDAR KNOLLS, NEW JERSEY 07927
          (Address, including Zip Code, of Principal Executive Offices)

                                 1995 STOCK PLAN
                            (Full Title of the Plan)

                                DONALD A. DEIESO
                      PRESIDENT and CHIEF EXECUTIVE OFFICER
                            ALPHANET SOLUTIONS, INC.
                               7 RIDGEDALE AVENUE
                         CEDAR KNOLLS, NEW JERSEY 07927
                                 (973) 267-0088
 (Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
                             of Agent For Service)
                             ----------------------

                                 With a copy to:
                                  JOSEPH LUNIN
                        PITNEY, HARDIN, KIPP & SZUCH LLP
                                  P.O. BOX 19457
                          MORRISTOWN, NEW JERSEY 07962
                                 (973) 966-6300
<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE
------------------------------ ----------------------- ---------------------- ---------------------- -----------------------
<S>     <C>                       <C>                    <C>                    <C>                      <C>
          Title of                     Amount            Proposed Maximum       Proposed Maximum           Amount of
        Securities to                  to be              Offering Price            Aggregate             Registration
        be Registered             Registered(1)(2)         Per Share(3)          Offering Price               Fee
------------------------------ ----------------------- ---------------------- ---------------------- -----------------------
------------------------------ ----------------------- ---------------------- ---------------------- -----------------------
        Common Stock,                 252,900                 $4.6565             $1,177,628.85             $327.38
       $0.01 Par Value

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

    (1)  Does not  include  747,100  shares of Common  Stock  that may be issued
         pursuant  to the 1995 Stock  Plan (the  "Plan"),  that were  previously
         registered  under the  Company's  Registration  Statement  on Form S-8,
         filed on January 31, 1997 (No. 333-20851).

    (2)  In addition,  pursuant to Rule 416 of the Securities Act of 1933,  this
         Registration  Statement  also  relates  to an  indeterminate  number of
         shares of Common  Stock that may be issued  pursuant  to  anti-dilution
         provisions contained in the Plan.

    (3)  Estimated solely for the purpose of calculating the  registration  fee.
         Such estimate has been computed in accordance  with Rule  457(h)(1) and
         Rule  457(c)   based  on  the  average  high  and  low  prices  of  the
         Registrant's  Common Stock as reported on the NASDAQ National Market on
         September 1, 1999.
</TABLE>
<PAGE>
                             REGISTRATION STATEMENT
                            FOR ADDITIONAL SECURITIES
                                   ON FORM S-8

                           Incorporation by Reference

         This Registration  Statement on Form S-8 is being filed for the purpose
of registering  an additional  252,900 shares of Common Stock that may be issued
under the 1995 Stock Plan (the  "Plan") as a result of an increase in the number
of shares that may be offered  under the Plan.  747,100  shares of Common  Stock
that may be issued under the Plan were previously  registered under Registration
Statement  on Form S-8 filed on January 31, 1997 (No.  333-20851).  Registration
Statement on Form S-8 filed on January 31, 1997 (No.  333-20851) is incorporated
by reference herein pursuant to General Instruction E to Form S-8.






<PAGE>

                                   SIGNATURES

            Pursuant  to the  requirements  of the  Securities  Act of 1933,  as
   amended,  the Registrant  certifies that it has reasonable grounds to believe
   that it meets all 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 Cedar Knolls,  New Jersey, on this 31st day of
   August, 1999.

                            ALPHANET SOLUTIONS, INC.

     By: DONALD A. DEIESO                        By: DAVID M. GORDON
        ---------------------                       --------------------
         Donald A. Deieso                                David M. Gordon
      Chief Executive Officer                       Chief Financial Officer
   (Principal Executive Office                   (Principal Accounting Officer
                                                and Principal Financial Officer)

            KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
   appears below hereby  constitutes  and appoints Donald A. Deieso and David M.
   Gordon, and each of them, his true and lawful  attorneys-in-fact  and agents,
   with full power of substitution  for him and in his name,  place and stead in
   any and all capacities,  to sign any and all amendments to this  Registration
   Statement (including  post-effective  amendments),  and to file the same with
   all exhibits  thereto and other documents in connection  therewith,  with the
   Securities and Exchange Commission,  granting unto said attorneys-in-fact and
   agents, and each of them, full power and authority to do and perform each and
   every  act and  thing  requisite  and  necessary  to be  done  in  connection
   therewith,  as fully to all intents  and  purposes as he might or could do in
   person,  hereby  ratifying and  confirming  what said  attorneys-in-fact  and
   agents or their  substitutes  may  lawfully  do or cause to be done by virtue
   hereof.

            Pursuant  to the  requirements  of the  Securities  Act of 1933,  as
   amended,  this Registration  Statement has been signed below by the following
   persons in the capacities and on the dates indicated.

            Signature                 Title                           Date
            ---------                 -----                           ----


   DONALD A. DEIESO
   __________________________                                    August 31, 1999
   Donald A. Deieso           Chief Executive Officer, President
                              and Director
                              (Principal Executive Officer)
   DAVID M. GORDON
   __________________________                                    August 31, 1999
   David M. Gordon            Vice President, Treasurer and
                              Chief Financial Officer
   STANLEY GANG
   __________________________                                    August 31, 1999
   Stanley Gang               Chairman of the Board of Directors

   MICHAEL GANG
   __________________________                                    August 31, 1999
   Michael Gang               Director

   IRA COHEN
   __________________________                                    August 31, 1999
   Ira Cohen                  Director

   THOMAS DORAZIO
   __________________________                                    August 31, 1999
   Thomas Dorazio             Director





<PAGE>


                                INDEX TO EXHIBITS

   Exhibit No.       Description

       4.1           1995 Stock Plan.

        5            Opinion of Pitney, Hardin, Kipp & Szuch, as to the legality
                     of the securities being registered.

      23.1           Consent of PricewaterhouseCoopers LLP.

      23.2           Consent of Pitney, Hardin, Kipp & Szuch (included in
                     Exhibit 5 hereto).

       24            Power of Attorney (included on signature page hereto).
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 8883}]
{"company-data": {"conformed-name": "ALPHANET SOLUTIONS INC", "cik": "0001002132", "assigned-sic": "5045", "irs-number": "222554535", "state-of-incorporation": "NJ", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-86521", "film-number": "99706143"}, "business-address": {"street1": "7 RIDGEDALE AVE", "city": "CEDAR KNOLLS", "state": "NJ", "zip": "07927", "phone": "2012670088"}, "mail-address": {"street1": "7 RIDGEDALE AVE", "city": "CEDAR KNOLLS", "state": "NJ", "zip": "07927"}}
As filed with the Securities and Exchange Commission on September 3, 1999
                                                   Registration No. 333-_______
-------------------------------------------------------------------------------

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

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

                            ALPHANET SOLUTIONS, INC.
             (Exact Name of Registrant as Specified in Its Charter)

              NEW JERSEY                               22-2554535
   (State or Other Jurisdiction of        (I.R.S. Employer Identification No.)
    Incorporation or Organization)

                               7 RIDGEDALE AVENUE
                         CEDAR KNOLLS, NEW JERSEY 07927
          (Address, including Zip Code, of Principal Executive Offices)

                                 1995 STOCK PLAN
                            (Full Title of the Plan)

                                DONALD A. DEIESO
                      PRESIDENT and CHIEF EXECUTIVE OFFICER
                            ALPHANET SOLUTIONS, INC.
                               7 RIDGEDALE AVENUE
                         CEDAR KNOLLS, NEW JERSEY 07927
                                 (973) 267-0088
 (Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
                             of Agent For Service)
                             ----------------------

                                 With a copy to:
                                  JOSEPH LUNIN
                        PITNEY, HARDIN, KIPP & SZUCH LLP
                                  P.O. BOX 19457
                          MORRISTOWN, NEW JERSEY 07962
                                 (973) 966-6300
CALCULATION OF REGISTRATION FEE
------------------------------ ----------------------- ---------------------- ---------------------- -----------------------
Title of                     Amount            Proposed Maximum       Proposed Maximum           Amount of
        Securities to                  to be              Offering Price            Aggregate             Registration
        be Registered             Registered(1)(2)         Per Share(3)          Offering Price               Fee
------------------------------ ----------------------- ---------------------- ---------------------- -----------------------
------------------------------ ----------------------- ---------------------- ---------------------- -----------------------
        Common Stock,                 252,900                 $4.6565             $1,177,628.85             $327.38
       $0.01 Par Value

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

    (1)  Does not  include  747,100  shares of Common  Stock  that may be issued
         pursuant  to the 1995 Stock  Plan (the  "Plan"),  that were  previously
         registered  under the  Company's  Registration  Statement  on Form S-8,
         filed on January 31, 1997 (No. 333-20851).

    (2)  In addition,  pursuant to Rule 416 of the Securities Act of 1933,  this
         Registration  Statement  also  relates  to an  indeterminate  number of
         shares of Common  Stock that may be issued  pursuant  to  anti-dilution
         provisions contained in the Plan.

    (3)  Estimated solely for the purpose of calculating the  registration  fee.
         Such estimate has been computed in accordance  with Rule  457(h)(1) and
         Rule  457(c)   based  on  the  average  high  and  low  prices  of  the
         Registrant's  Common Stock as reported on the NASDAQ National Market on
         September 1, 1999.
REGISTRATION STATEMENT
                            FOR ADDITIONAL SECURITIES
                                   ON FORM S-8

                           Incorporation by Reference

         This Registration  Statement on Form S-8 is being filed for the purpose
of registering  an additional  252,900 shares of Common Stock that may be issued
under the 1995 Stock Plan (the  "Plan") as a result of an increase in the number
of shares that may be offered  under the Plan.  747,100  shares of Common  Stock
that may be issued under the Plan were previously  registered under Registration
Statement  on Form S-8 filed on January 31, 1997 (No.  333-20851).  Registration
Statement on Form S-8 filed on January 31, 1997 (No.  333-20851) is incorporated
by reference herein pursuant to General Instruction E to Form S-8.
SIGNATURES

            Pursuant  to the  requirements  of the  Securities  Act of 1933,  as
   amended,  the Registrant  certifies that it has reasonable grounds to believe
   that it meets all 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 Cedar Knolls,  New Jersey, on this 31st day of
   August, 1999.

                            ALPHANET SOLUTIONS, INC.

     By: DONALD A. DEIESO                        By: DAVID M. GORDON
        ---------------------                       --------------------
         Donald A. Deieso                                David M. Gordon
      Chief Executive Officer                       Chief Financial Officer
   (Principal Executive Office                   (Principal Accounting Officer
                                                and Principal Financial Officer)

            KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
   appears below hereby  constitutes  and appoints Donald A. Deieso and David M.
   Gordon, and each of them, his true and lawful  attorneys-in-fact  and agents,
   with full power of substitution  for him and in his name,  place and stead in
   any and all capacities,  to sign any and all amendments to this  Registration
   Statement (including  post-effective  amendments),  and to file the same with
   all exhibits  thereto and other documents in connection  therewith,  with the
   Securities and Exchange Commission,  granting unto said attorneys-in-fact and
   agents, and each of them, full power and authority to do and perform each and
   every  act and  thing  requisite  and  necessary  to be  done  in  connection
   therewith,  as fully to all intents  and  purposes as he might or could do in
   person,  hereby  ratifying and  confirming  what said  attorneys-in-fact  and
   agents or their  substitutes  may  lawfully  do or cause to be done by virtue
   hereof.

            Pursuant  to the  requirements  of the  Securities  Act of 1933,  as
   amended,  this Registration  Statement has been signed below by the following
   persons in the capacities and on the dates indicated.

            Signature                 Title                           Date
            ---------                 -----                           ----

   DONALD A. DEIESO
   __________________________                                    August 31, 1999
   Donald A. Deieso           Chief Executive Officer, President
                              and Director
                              (Principal Executive Officer)
   DAVID M. GORDON
   __________________________                                    August 31, 1999
   David M. Gordon            Vice President, Treasurer and
                              Chief Financial Officer
   STANLEY GANG
   __________________________                                    August 31, 1999
   Stanley Gang               Chairman of the Board of Directors

   MICHAEL GANG
   __________________________                                    August 31, 1999
   Michael Gang               Director

   IRA COHEN
   __________________________                                    August 31, 1999
   Ira Cohen                  Director

   THOMAS DORAZIO
   __________________________                                    August 31, 1999
   Thomas Dorazio             Director
INDEX TO EXHIBITS

   Exhibit No.       Description

       4.1           1995 Stock Plan.

        5            Opinion of Pitney, Hardin, Kipp & Szuch, as to the legality
                     of the securities being registered.

      23.1           Consent of PricewaterhouseCoopers LLP.

      23.2           Consent of Pitney, Hardin, Kipp & Szuch (included in
                     Exhibit 5 hereto).

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