<PAGE>

   As filed with the Securities and Exchange Commission on November 15, 1999

                                   REGISTRATION STATEMENT NO. 333-______________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                        BORON, LEPORE & ASSOCIATES, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

          DELAWARE                                     22-2365997
   (STATE OF INCORPORATION)                 (I.R.S. EMPLOYER IDENTIFICATION NO.)

                              17-17 ROUTE 208 NORTH
                               FAIR LAWN, NJ 07410
                                 (201) 791-7272
   (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
                    REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

                               401(k) SAVINGS PLAN
                            (FULL TITLE OF THE PLAN)

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

                                PATRICK G. LEPORE
                 CHAIRMAN, CHIEF EXECUTIVE OFFICER AND PRESIDENT
                        BORON, LEPORE & ASSOCIATES, INC.
                              17-17 ROUTE 208 NORTH
                               FAIR LAWN, NJ 07410
                                 (201) 791-7272

 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
                              OF AGENT FOR SERVICE)

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

                                 With a copy to:

                             JOHN R. LECLAIRE, P.C.
                           GOODWIN, PROCTER & HOAR LLP
                                 EXCHANGE PLACE
                        BOSTON, MASSACHUSETTS 02109-2881
                                 (617) 570-1000

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

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================================================================
Title of Securities Being         Amounts to be         Proposed Maximum             Proposed Maximum           Amount of
      Registered                  Registered (1)   Offering Price Per Share (2)   Aggregate Offering Price   Registration Fee
================================================================================================================================
<S>                               <C>                   <C>                             <C>                       <C>
Common Stock, par value $.01         100,000                 $66.625                     $662,500                  $185
        Per share
--------------------------------------------------------------------------------------------------------------------------------
Plan Interests                         (3)                    N/A                          N/A                      (3)
================================================================================================================================
</TABLE>

(1)  This Registration Statement also relates to such indeterminate number of
     additional shares of Boron, LePore & Associates, Inc. Common Stock as may
     be required pursuant to the Registrant's 401(k) Plan in the event of a
     stock dividend, reverse stock split, split-up, recapitalization, forfeiture
     of stock under the plan or other similar event.

(2)  This estimate is made pursuant to Rule 457(c) and (h) under the Securities
     Act of 1933, as amended (the "Securities Act") solely for the purposes of
     determining the amount of the registration fee. The registration fee is
     based upon the average of the high and low prices for the Registrant's
     Common Stock, par value $.01 per share, as reported on The Nasdaq National
     Market on November 10, 1999.

(3)  In addition, pursuant to Rule 416(c) under the Securities Act, this
     registration statement also covers an indeterminate amount of interests to
     be offered or sold pursuant to the employee benefit plan described herein.
     In accordance with Rule 457(h)(2), no separate fee calculation is made for
     plan interests.
================================================================================
<PAGE>


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


Item 1. Plan Information.*
        ----------------


Item 2. Registrant Information and Employee Plan Annual Information.*
        -----------------------------------------------------------


    * Information required by Part I to be contained in the Section 10(a)
Prospectuses is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act of 1933 (the "Securities Act") and the Introductory
Note to Part I of Form S-8.  The document(s) containing the information
specified in Part I will be sent or given to employees as specified by Rule
428(b)(1).


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3. Incorporation of Certain Documents by Reference.
        -----------------------------------------------

    Boron, LePore & Associates, Inc. (the "Registrant") hereby incorporates by
reference the following documents which have previously been filed with the
Securities and Exchange Commission pursuant to the Securities and Exchange Act
of 1934, as amended, (the "Exchange Act"):

    (a) the Registrant's most recent annual report on Form 10-K filed with the
    Securities and Exchange Commission on March 31, 1999;

    (b) all other reports filed with the Securities and Exchange Commission by
    the Registrant pursuant to Section 13(a) or 15(d) of the Exchange Act since
    October 30, 1999; and

    (c) the description of the Registrant's Common Stock contained in the
    Registration Statement on Form 8-A, dated September 16, 1997, as filed with
    the Securities and Exchange Commission on September 17, 1997 pursuant to
    Section 12(g) of the Exchange Act.

    In addition, all documents subsequently filed with the Securities and
Exchange Commission 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 hereunder have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing of such documents.  Any statement contained in a
document incorporated by reference herein shall be deemed to be modified or
superseded for purposes hereof to the extent that a statement contained herein
or in any subsequently filed document which also is incorporated by reference
herein modifies or supersedes such statement. Any statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.

                                       2
<PAGE>

Item 4. Description of Securities.
        -------------------------

    Not Applicable.

Item 5. Interests of Named Experts and Counsel.
        --------------------------------------

    Not Applicable.


Item 6. Indemnification of Directors and Officers.
        -----------------------------------------

    In accordance with Section 145 of the General Corporation Law of the State
of Delaware ("DGCL"), Article VII of the Registrant's Restated Certificate of
Incorporation (the "Certificate") provides that no director of the Registrant
shall be personally liable to the Registrant or its stockholders for monetary
damages for breach of fiduciary duty as a director, except for liability (i) for
any breach of the director's duty of loyalty to the Registrant or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii)  in respect of
certain unlawful dividend payments or stock redemptions or repurchases, or (iv)
for any transaction from which the director derived an improper personal
benefit.  In addition, the Certificate provides that if the Delaware General
Corporation Law is amended to authorize the further elimination or limitation of
the personal liability of directors, then the liability of a director of the
Registrant shall be eliminated or limited to the fullest extent permitted by the
Delaware General Corporation Law, as so amended.  The Certificate further
provides that any repeal of Article VII by the stockholders or an amendment to
the DGCL shall not adversely effect any right or protection with respect to acts
or omissions occurring prior to such repeal.

    Article V of the Registrant's Amended and Restated By-laws (the "By-laws")
provides for indemnification by the Registrant of its directors, officers and
certain non-officer employees (including officers and certain non-officer
employees of subsidiaries) under certain circumstances against expenses
(including attorneys fees, judgments, fines and amounts paid in settlement)
reasonably incurred in connection with the defense or settlement of any
threatened, pending or completed legal proceeding in which any such person is
involved by reason of the fact that such person is or was a director, an officer
or an employee of the Registrant, or is acting in any capacity with other
entities at the written request of the Registrant, if such person acted in good
faith and in a manner he or she reasonably believed to be in, or not opposed to,
the best interests of the Registrant, and with respect to criminal actions or
proceedings, that such person had no reasonable cause to believe his or her
conduct was unlawful.  The By-laws provide that these provisions of Article V
are deemed to be a contract between the Corporation and each Officer and Non-
Officer Employee.

    The Registrant has entered into indemnification agreements with each of its
directors reflecting the foregoing provisions of its By-laws and requiring the
advancement of expenses in proceedings, if such person had no reasonable cause
to believe his or her conduct was unlawful.

    The Company carries directors' and officers' liability insurance covering
its directors and officers.

Item 7. Exemption from Registration Claimed.
        -----------------------------------

    Not Applicable.


Item 8. Exhibits.
        --------

    The following is a complete list of exhibits filed as part of this
Registration Statement.

                                       3
<PAGE>

Exhibits
--------

        * 4.1  Boron, LePore & Associates, Inc. Third Amended and Restated
               Certificate of Incorporation
        * 4.2  Boron, LePore & Associates, Inc. Amended and Restated By-laws.
          5.1  Opinion of Goodwin, Procter & Hoar llp as to the legality of the
               securities being registered
         23.1  Consent of Goodwin, Procter & Hoar llp (included in Exhibit 5.1)
         23.2  Consent of Arthur Andersen LLP
         24.1  Powers of Attorney (included on signature pages to this
               Registration Statement)

*  Incorporated by reference to the relevant exhibit to the Boron, LePore &
Associates, Inc. Registration Statement on Form S-1 (SEC File No. 333-30573), as
amended, as filed with the Securities and Exchange Commission.

The Registrant hereby undertakes that it will submit or has submitted the Plan
and any amendment thereto to the Internal Revenue Service (the "IRS") in a
timely manner and has made all changes required by the IRS in order to qualify
the Plan under Section 401 of the Internal Revenue Code.

Item 9.  Undertakings.
         ------------

    (a) The undersigned Registrant hereby undertakes:

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

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

                   (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;

                   (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 (a)(1)(i) and (a)(1)(ii) herein
              do not apply if the information required to be included in a post-
              effective amendment by those paragraphs is contained in periodic
              reports filed by the undersigned Registrant pursuant to Section 13
              or Section 15(d) of the Exchange Act that are incorporated by
              reference in the Registration Statement;

              (2)  To remove from registration by means of a post-effective
    amendment any of the securities being registered which remain unsold at the
    termination of the offering.

    (b)  The undersigned 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 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 the initial bona fide offering thereof.

    (c)  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 provisions, or otherwise, the
         Registrant has been advised that in the opinion of the Securities and
         Exchange

                                       4
<PAGE>

          Commission such indemnification is against public policy as expressed
          in the Securities Act, and is, therefore, unenforceable. In the event
          that a claim for indemnification against such liabilities (other than
          the payment by the registrant of expenses incurred or paid by a
          director, officer or controlling person of the registrant in 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.

                                       5
<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act, Boron, LePore &
Associates, Inc. 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 Fair Lawn, New Jersey on this 2nd day of November, 1999.

                              Boron, LePore & Associates, Inc.


                              By: /s/ Patrick G. LePore
                                  ---------------------------------
                                  Patrick G. LePore
                                  Chairman and Chief Executive Officer

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears
below constitutes and appoints each of Patrick G. LePore and Martin J. Veilleux
such person's true and lawful attorney-in-fact and agent with full power of
substitution and resubstitution, for such person and in such person's name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto, and all documents in connection
therewith, with the Securities and Exchange Commission, granting unto each said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as such person might or could do
in person, hereby ratifying and confirming all that any said attorney-in-fact
and agent, or any substitute or substitutes of any of them, may lawfully do or
cause to be done by virtue hereof.

     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.

<TABLE>
<CAPTION>

        SIGNATURE                             TITLE                                     DATE
        ---------                             -----                                     ----


<S>                                <C>                                           <C>
/s/ Patrick G. LePore              Chairman of the Board, Chief                   November 2, 1999
------------------------------
Patrick G. LePore                  Executive Officer and Director
                                   (Principal Executive Officer)

/s/ Steven Freeman                 President, Chief Operating Officer
------------------------------
Steven Freeman                     and Director                                   November 2, 1999

/s/ Martin J. Veilleux             Chief Financial Officer, Secretary
------------------------------
Martin J. Veilleux                 and Treasurer (Principal Financial Officer     November 2, 1999
                                   and Principal Accounting Officer)

/s/ Roger Boissonneault            Director                                       November 2, 1999
------------------------------
Roger Boissonneault

/s/ John T. Spitznagel             Director                                       November 2, 1999
------------------------------
John T. Spitznagel

                                   Director
------------------------------
Jacqueline C. Morby


</TABLE>

                                       6
<PAGE>

<TABLE>


<S>                                <C>                                           <C>
/s/ Joseph E. Smith                Director                                       November 2, 1999
------------------------------
Joseph E. Smith

/s/ John A. Staley, IV             Director                                       November 2, 1999
------------------------------
John A. Staley, IV

/s/ Melvin Sharoky                 Director                                       November 2, 1999
------------------------------
Melvin Sharoky

</TABLE>


     Pursuant to the requirements of the Securities Act of 1933, the trustee (or
other persons who administer the Plan) has duly caused this Form S-8
Registration Statement to be signed on behalf of the Plan by the undersigned,
thereunto duly authorized, in Fair Lawn, New Jersey, on this 2nd day of
November, 1999.

                             BORON, LePORE 401(K) SAVINGS PLAN


                             By:  Boron, LePore & Associates, Inc.
                                  Plan Administration of the 401(k) Savings Plan


                                  By:   /s/ Patrick G. LePore
                                        -----------------------------
                                        Name: Patrick G. LePore

                                       7
<PAGE>

                                  EXHIBIT INDEX


Exhibit No.  Description
-----------  -----------

  * 4.1      Third Amended and Restated Certificate of Incorporation

  * 4.2      Amended and Restated By-Laws of the Registrant

    5.1      Opinion of Goodwin, Procter & Hoar llp as to the legality of the
             securities being registered.

   23.1      Consent of Goodwin, Procter & Hoar  llp (included in Exhibit 5.1)

   23.2      Consent of Arthur Andersen LLP

   24.1      Powers of Attorney (included on signature pages to this
             Registration Statement)


*    Incorporated by reference to the relevant exhibit to the Boron, LePore &
     Associates, Inc. Registration Statement on Form S-1 (SEC File
     No.333-30573), as amended, as filed with the Securities and Exchange
     Commission.

                                       8
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{"company-data": {"conformed-name": "BORON LEPORE & ASSOCIATES INC", "cik": "0001029281", "assigned-sic": "7389", "irs-number": "222365997", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-90991", "film-number": "99756865"}, "business-address": {"street1": "17-17 ROUTE 208 NORTH", "city": "FAIR LAWN", "state": "NJ", "zip": "07410"}, "mail-address": {"street1": "17-17 ROUTE 208 NORTH", "city": "FAIR LAWN", "state": "NJ", "zip": "07410"}}
As filed with the Securities and Exchange Commission on November 15, 1999

                                   REGISTRATION STATEMENT NO. 333-______________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                        BORON, LEPORE & ASSOCIATES, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

          DELAWARE                                     22-2365997
   (STATE OF INCORPORATION)                 (I.R.S. EMPLOYER IDENTIFICATION NO.)

                              17-17 ROUTE 208 NORTH
                               FAIR LAWN, NJ 07410
                                 (201) 791-7272
   (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
                    REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

                               401(k) SAVINGS PLAN
                            (FULL TITLE OF THE PLAN)

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

                                PATRICK G. LEPORE
                 CHAIRMAN, CHIEF EXECUTIVE OFFICER AND PRESIDENT
                        BORON, LEPORE & ASSOCIATES, INC.
                              17-17 ROUTE 208 NORTH
                               FAIR LAWN, NJ 07410
                                 (201) 791-7272

 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
                              OF AGENT FOR SERVICE)

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

                                 With a copy to:

                             JOHN R. LECLAIRE, P.C.
                           GOODWIN, PROCTER & HOAR LLP
                                 EXCHANGE PLACE
                        BOSTON, MASSACHUSETTS 02109-2881
                                 (617) 570-1000

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

                         CALCULATION OF REGISTRATION FEE
================================================================================================================================
Title of Securities Being         Amounts to be         Proposed Maximum             Proposed Maximum           Amount of
      Registered                  Registered (1)   Offering Price Per Share (2)   Aggregate Offering Price   Registration Fee
================================================================================================================================
Common Stock, par value $.01         100,000                 $66.625                     $662,500                  $185
        Per share
--------------------------------------------------------------------------------------------------------------------------------
Plan Interests                         (3)                    N/A                          N/A                      (3)
================================================================================================================================
(1)  This Registration Statement also relates to such indeterminate number of
     additional shares of Boron, LePore & Associates, Inc. Common Stock as may
     be required pursuant to the Registrant's 401(k) Plan in the event of a
     stock dividend, reverse stock split, split-up, recapitalization, forfeiture
     of stock under the plan or other similar event.

(2)  This estimate is made pursuant to Rule 457(c) and (h) under the Securities
     Act of 1933, as amended (the "Securities Act") solely for the purposes of
     determining the amount of the registration fee. The registration fee is
     based upon the average of the high and low prices for the Registrant's
     Common Stock, par value $.01 per share, as reported on The Nasdaq National
     Market on November 10, 1999.

(3)  In addition, pursuant to Rule 416(c) under the Securities Act, this
     registration statement also covers an indeterminate amount of interests to
     be offered or sold pursuant to the employee benefit plan described herein.
     In accordance with Rule 457(h)(2), no separate fee calculation is made for
     plan interests.
================================================================================
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information.*
        ----------------

Item 2. Registrant Information and Employee Plan Annual Information.*
        -----------------------------------------------------------

    * Information required by Part I to be contained in the Section 10(a)
Prospectuses is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act of 1933 (the "Securities Act") and the Introductory
Note to Part I of Form S-8.  The document(s) containing the information
specified in Part I will be sent or given to employees as specified by Rule
428(b)(1).

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Certain Documents by Reference.
        -----------------------------------------------

    Boron, LePore & Associates, Inc. (the "Registrant") hereby incorporates by
reference the following documents which have previously been filed with the
Securities and Exchange Commission pursuant to the Securities and Exchange Act
of 1934, as amended, (the "Exchange Act"):

    (a) the Registrant's most recent annual report on Form 10-K filed with the
    Securities and Exchange Commission on March 31, 1999;

    (b) all other reports filed with the Securities and Exchange Commission by
    the Registrant pursuant to Section 13(a) or 15(d) of the Exchange Act since
    October 30, 1999; and

    (c) the description of the Registrant's Common Stock contained in the
    Registration Statement on Form 8-A, dated September 16, 1997, as filed with
    the Securities and Exchange Commission on September 17, 1997 pursuant to
    Section 12(g) of the Exchange Act.

    In addition, all documents subsequently filed with the Securities and
Exchange Commission 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 hereunder have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing of such documents.  Any statement contained in a
document incorporated by reference herein shall be deemed to be modified or
superseded for purposes hereof to the extent that a statement contained herein
or in any subsequently filed document which also is incorporated by reference
herein modifies or supersedes such statement. Any statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.

                                       2
Item 4. Description of Securities.
        -------------------------

    Not Applicable.

Item 5. Interests of Named Experts and Counsel.
        --------------------------------------

    Not Applicable.

Item 6. Indemnification of Directors and Officers.
        -----------------------------------------

    In accordance with Section 145 of the General Corporation Law of the State
of Delaware ("DGCL"), Article VII of the Registrant's Restated Certificate of
Incorporation (the "Certificate") provides that no director of the Registrant
shall be personally liable to the Registrant or its stockholders for monetary
damages for breach of fiduciary duty as a director, except for liability (i) for
any breach of the director's duty of loyalty to the Registrant or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii)  in respect of
certain unlawful dividend payments or stock redemptions or repurchases, or (iv)
for any transaction from which the director derived an improper personal
benefit.  In addition, the Certificate provides that if the Delaware General
Corporation Law is amended to authorize the further elimination or limitation of
the personal liability of directors, then the liability of a director of the
Registrant shall be eliminated or limited to the fullest extent permitted by the
Delaware General Corporation Law, as so amended.  The Certificate further
provides that any repeal of Article VII by the stockholders or an amendment to
the DGCL shall not adversely effect any right or protection with respect to acts
or omissions occurring prior to such repeal.

    Article V of the Registrant's Amended and Restated By-laws (the "By-laws")
provides for indemnification by the Registrant of its directors, officers and
certain non-officer employees (including officers and certain non-officer
employees of subsidiaries) under certain circumstances against expenses
(including attorneys fees, judgments, fines and amounts paid in settlement)
reasonably incurred in connection with the defense or settlement of any
threatened, pending or completed legal proceeding in which any such person is
involved by reason of the fact that such person is or was a director, an officer
or an employee of the Registrant, or is acting in any capacity with other
entities at the written request of the Registrant, if such person acted in good
faith and in a manner he or she reasonably believed to be in, or not opposed to,
the best interests of the Registrant, and with respect to criminal actions or
proceedings, that such person had no reasonable cause to believe his or her
conduct was unlawful.  The By-laws provide that these provisions of Article V
are deemed to be a contract between the Corporation and each Officer and Non-
Officer Employee.

    The Registrant has entered into indemnification agreements with each of its
directors reflecting the foregoing provisions of its By-laws and requiring the
advancement of expenses in proceedings, if such person had no reasonable cause
to believe his or her conduct was unlawful.

    The Company carries directors' and officers' liability insurance covering
its directors and officers.

Item 7. Exemption from Registration Claimed.
        -----------------------------------

    Not Applicable.

Item 8. Exhibits.
        --------

    The following is a complete list of exhibits filed as part of this
Registration Statement.

                                       3
Exhibits
--------

        * 4.1  Boron, LePore & Associates, Inc. Third Amended and Restated
               Certificate of Incorporation
        * 4.2  Boron, LePore & Associates, Inc. Amended and Restated By-laws.
          5.1  Opinion of Goodwin, Procter & Hoar llp as to the legality of the
               securities being registered
         23.1  Consent of Goodwin, Procter & Hoar llp (included in Exhibit 5.1)
         23.2  Consent of Arthur Andersen LLP
         24.1  Powers of Attorney (included on signature pages to this
               Registration Statement)

*  Incorporated by reference to the relevant exhibit to the Boron, LePore &
Associates, Inc. Registration Statement on Form S-1 (SEC File No. 333-30573), as
amended, as filed with the Securities and Exchange Commission.

The Registrant hereby undertakes that it will submit or has submitted the Plan
and any amendment thereto to the Internal Revenue Service (the "IRS") in a
timely manner and has made all changes required by the IRS in order to qualify
the Plan under Section 401 of the Internal Revenue Code.

Item 9.  Undertakings.
         ------------

    (a) The undersigned Registrant hereby undertakes:

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

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

                   (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;

                   (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 (a)(1)(i) and (a)(1)(ii) herein
              do not apply if the information required to be included in a post-
              effective amendment by those paragraphs is contained in periodic
              reports filed by the undersigned Registrant pursuant to Section 13
              or Section 15(d) of the Exchange Act that are incorporated by
              reference in the Registration Statement;

              (2)  To remove from registration by means of a post-effective
    amendment any of the securities being registered which remain unsold at the
    termination of the offering.

    (b)  The undersigned 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 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 the initial bona fide offering thereof.

    (c)  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 provisions, or otherwise, the
         Registrant has been advised that in the opinion of the Securities and
         Exchange

                                       4
Commission such indemnification is against public policy as expressed
          in the Securities Act, and is, therefore, unenforceable. In the event
          that a claim for indemnification against such liabilities (other than
          the payment by the registrant of expenses incurred or paid by a
          director, officer or controlling person of the registrant in 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.

                                       5
SIGNATURES

     Pursuant to the requirements of the Securities Act, Boron, LePore &
Associates, Inc. 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 Fair Lawn, New Jersey on this 2nd day of November, 1999.

                              Boron, LePore & Associates, Inc.

                              By: /s/ Patrick G. LePore
                                  ---------------------------------
                                  Patrick G. LePore
                                  Chairman and Chief Executive Officer

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears
below constitutes and appoints each of Patrick G. LePore and Martin J. Veilleux
such person's true and lawful attorney-in-fact and agent with full power of
substitution and resubstitution, for such person and in such person's name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto, and all documents in connection
therewith, with the Securities and Exchange Commission, granting unto each said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as such person might or could do
in person, hereby ratifying and confirming all that any said attorney-in-fact
and agent, or any substitute or substitutes of any of them, may lawfully do or
cause to be done by virtue hereof.

     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/ Patrick G. LePore              Chairman of the Board, Chief                   November 2, 1999
------------------------------
Patrick G. LePore                  Executive Officer and Director
                                   (Principal Executive Officer)

/s/ Steven Freeman                 President, Chief Operating Officer
------------------------------
Steven Freeman                     and Director                                   November 2, 1999

/s/ Martin J. Veilleux             Chief Financial Officer, Secretary
------------------------------
Martin J. Veilleux                 and Treasurer (Principal Financial Officer     November 2, 1999
                                   and Principal Accounting Officer)

/s/ Roger Boissonneault            Director                                       November 2, 1999
------------------------------
Roger Boissonneault

/s/ John T. Spitznagel             Director                                       November 2, 1999
------------------------------
John T. Spitznagel

                                   Director
------------------------------
Jacqueline C. Morby
6
/s/ Joseph E. Smith                Director                                       November 2, 1999
------------------------------
Joseph E. Smith

/s/ John A. Staley, IV             Director                                       November 2, 1999
------------------------------
John A. Staley, IV

/s/ Melvin Sharoky                 Director                                       November 2, 1999
------------------------------
Melvin Sharoky
Pursuant to the requirements of the Securities Act of 1933, the trustee (or
other persons who administer the Plan) has duly caused this Form S-8
Registration Statement to be signed on behalf of the Plan by the undersigned,
thereunto duly authorized, in Fair Lawn, New Jersey, on this 2nd day of
November, 1999.

                             BORON, LePORE 401(K) SAVINGS PLAN

                             By:  Boron, LePore & Associates, Inc.
                                  Plan Administration of the 401(k) Savings Plan

                                  By:   /s/ Patrick G. LePore
                                        -----------------------------
                                        Name: Patrick G. LePore

                                       7
EXHIBIT INDEX

Exhibit No.  Description
-----------  -----------

  * 4.1      Third Amended and Restated Certificate of Incorporation

  * 4.2      Amended and Restated By-Laws of the Registrant

    5.1      Opinion of Goodwin, Procter & Hoar llp as to the legality of the
             securities being registered.

   23.1      Consent of Goodwin, Procter & Hoar  llp (included in Exhibit 5.1)

   23.2      Consent of Arthur Andersen LLP

   24.1      Powers of Attorney (included on signature pages to this
             Registration Statement)

*    Incorporated by reference to the relevant exhibit to the Boron, LePore &
     Associates, Inc. Registration Statement on Form S-1 (SEC File
     No.333-30573), as amended, as filed with the Securities and Exchange
     Commission.

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