SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM S-8

                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933

                         ACI Telecentrics, Incorporated
             (Exact Name of Registrant as Specified in its Charter)


    Minnesota                                                   41-1572571
(State or Other Juris-                                       (I.R.S. Employer
diction of Incorporation                                  Identification Number)
   or Organization)


                        3100 West Lake Street, Suite 300
                          Minneapolis, Minnesota 55416
              (Address of Principal Executive Office and Zip Code)



                             1996 Stock Option Plan
                            (Full Title of the Plan)


                                 Steven A. Kahn
                         ACI Telecentrics, Incorporated
                        3100 West Lake Street, Suite 300
                          Minneapolis, Minnesota 55416
                                 (612) 928-4766
 (Name, Address and Telephone Number, Including Area Code, of Agent for Service)

                                   Copies to:

                                John A. Satorius
                            Fredrikson & Byron, P.A.
                       900 Second Avenue South, Suite 1100
                          Minneapolis, Minnesota 55402



                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
======================== ====================== ====================== ====================== ======================

                                                                             Proposed
                                                  Proposed Maximum            Maximum
  Title of Securities        Amount to be          Offering Price            Aggregate              Amount of
   to be Registered          Registered(1)          Per Share(2)         Offering Price(2)      Registration Fee
================================================================================================================
<S>                         <C>                       <C>                    <C>                     <C>
  Options to Purchase
Common Stock under the
         Plan                 Indefinite               $ 0.00                 $ 0.00                 $ 0.00

 Common Stock issuable
   upon exercise of
 options granted under
       the Plan
                            150,000 shares             $3.125                $468,750                $138.28
        TOTAL:
                                                                                                     $138.28
================================================================================================================


(1)      In  addition,  pursuant to Rule 416 under the  Securities  Act of 1933,
         this  Registration  Statement  also covers an  indeterminate  amount of
         interests to be offered or sold  pursuant to the employee  benefit plan
         described  herein  and  any  additional  securities  which  may  become
         issuable pursuant to anti-dilution provisions of the plan.

(2)      Estimated pursuant to Rule 457(h) solely for the purpose of calculating
         the  registration  fee and based  upon the  average of the high and low
         prices of the Registrant's Common Stock on January 13, 1998.

</TABLE>


<PAGE>



         The purpose of this  Registration  Statement is to register  additional
shares for issuance under the Registrant's  1996 Stock Option Plan. The contents
of the Registrant's Registration Statement on Form S-8, Reg.
No. 33-17281, are incorporated herein by reference.



                                   SIGNATURES

         The Registrant.  Pursuant to the  requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the  requirements  for filing on Form S-8 and has duly  caused this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized,  in the City of Minneapolis and State of Minnesota, on the 31st
day of December, 1997.


                                   ACI Telecentrics, Incorporated
                                   (the "Registrant")



                                   By       /s/ Rick N. Diamond
                                   Rick N. Diamond, Chief Executive Officer
                                       and Secretary



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



                               (Power of Attorney)

         Each of the  undersigned  constitutes  and appoints Rick N. Diamond and
Gary B. Cohen his true and lawful attorney-in-fact and agent, each acting alone,
with full powers of substitution  and  resubstitution,  for him and in his name,
place and stead,  in any and all capacities,  to sign the Form S-8  Registration
Statement of ACI Telecentrics, Incorporated relating to the Company's 1996 Stock
Option Plan and any or all amendments or  post-effective  amendments to the Form
S-8 Registration Statement, 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, each acting alone,
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 the  undersigned  might or could do in person,  hereby
ratifying and confirming all that said attorneys-in-fact and agents, each acting
alone, or their  substitute or substitutes,  may lawfully do or cause to be done
by virtue hereof.

  Signature                            Title                         Date


/s/ Rick N. Diamond             Director, Chief Executive      December 31, 1997
Rick N. Diamond                 Officer and Secretary


/s/ Gary B. Cohen               Director and President         December 31, 1997
Gary B. Cohen


/s/ Steven A. Kahn              Vice President and Chief       January 11, 1998
Steven A. Kahn                  Financial Officer


/s/ Seymour Levy                Director                       December 22, 1997
Seymour Levy


/s/ Douglas W. Franchot         Director                       December 18, 1997
Douglas W. Franchot


/s/ Phillip T. Levin            Director                       December 18, 1997
Phillip T. Levin


/s/ James W. Lupient            Director                       December 31, 1997
James W. Lupient


/s/ Thomas F. Madison           Director                       December 19, 1997
Thomas F. Madison


<PAGE>




                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549






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

                         ACI Telecentrics, Incorporated
             -----------------------------------------------------


                         Form S-8 Registration Statement
             -----------------------------------------------------

                             E X H I B I T I N D E X
             -----------------------------------------------------








Exhibit
Number               Exhibit Description

5              Opinion and Consent of counsel re securities under the Plan
23.1           Consent of counsel (See Exhibit 5)
23.2           Independent Auditors' Consent
24             Power of attorney (See signature page)
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 FOR 1996 STOCK OPTION PLAN", "secsgml_size_bytes": 7877}]
{"company-data": {"conformed-name": "ACI TELECENTRICS INC", "cik": "0001020998", "assigned-sic": "7389", "irs-number": "411572571"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-44249", "film-number": "98506813"}, "business-address": {"street1": "3100 WEST LAKE ST", "street2": "STE 300", "city": "MINNEAPOLIS", "state": "MN", "zip": "55416", "phone": "6129284700"}, "mail-address": {"street1": "ACI TELECENTRICS INC", "street2": "3100 WEST LAKE ST STE 300", "city": "MINNEAPOLIS", "state": "MN", "zip": "55416"}}
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933

                         ACI Telecentrics, Incorporated
             (Exact Name of Registrant as Specified in its Charter)

    Minnesota                                                   41-1572571
(State or Other Juris-                                       (I.R.S. Employer
diction of Incorporation                                  Identification Number)
   or Organization)

                        3100 West Lake Street, Suite 300
                          Minneapolis, Minnesota 55416
              (Address of Principal Executive Office and Zip Code)

                             1996 Stock Option Plan
                            (Full Title of the Plan)

                                 Steven A. Kahn
                         ACI Telecentrics, Incorporated
                        3100 West Lake Street, Suite 300
                          Minneapolis, Minnesota 55416
                                 (612) 928-4766
 (Name, Address and Telephone Number, Including Area Code, of Agent for Service)

                                   Copies to:

                                John A. Satorius
                            Fredrikson & Byron, P.A.
                       900 Second Avenue South, Suite 1100
                          Minneapolis, Minnesota 55402

                         CALCULATION OF REGISTRATION FEE
======================== ====================== ====================== ====================== ======================

                                                                             Proposed
                                                  Proposed Maximum            Maximum
  Title of Securities        Amount to be          Offering Price            Aggregate              Amount of
   to be Registered          Registered(1)          Per Share(2)         Offering Price(2)      Registration Fee
================================================================================================================
Options to Purchase
Common Stock under the
         Plan                 Indefinite               $ 0.00                 $ 0.00                 $ 0.00

 Common Stock issuable
   upon exercise of
 options granted under
       the Plan
                            150,000 shares             $3.125                $468,750                $138.28
        TOTAL:
                                                                                                     $138.28
================================================================================================================

(1)      In  addition,  pursuant to Rule 416 under the  Securities  Act of 1933,
         this  Registration  Statement  also covers an  indeterminate  amount of
         interests to be offered or sold  pursuant to the employee  benefit plan
         described  herein  and  any  additional  securities  which  may  become
         issuable pursuant to anti-dilution provisions of the plan.

(2)      Estimated pursuant to Rule 457(h) solely for the purpose of calculating
         the  registration  fee and based  upon the  average of the high and low
         prices of the Registrant's Common Stock on January 13, 1998.
The purpose of this  Registration  Statement is to register  additional
shares for issuance under the Registrant's  1996 Stock Option Plan. The contents
of the Registrant's Registration Statement on Form S-8, Reg.
No. 33-17281, are incorporated herein by reference.

                                   SIGNATURES

         The Registrant.  Pursuant to the  requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the  requirements  for filing on Form S-8 and has duly  caused this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized,  in the City of Minneapolis and State of Minnesota, on the 31st
day of December, 1997.

                                   ACI Telecentrics, Incorporated
                                   (the "Registrant")

                                   By       /s/ Rick N. Diamond
                                   Rick N. Diamond, Chief Executive Officer
                                       and Secretary

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

                               (Power of Attorney)

         Each of the  undersigned  constitutes  and appoints Rick N. Diamond and
Gary B. Cohen his true and lawful attorney-in-fact and agent, each acting alone,
with full powers of substitution  and  resubstitution,  for him and in his name,
place and stead,  in any and all capacities,  to sign the Form S-8  Registration
Statement of ACI Telecentrics, Incorporated relating to the Company's 1996 Stock
Option Plan and any or all amendments or  post-effective  amendments to the Form
S-8 Registration Statement, 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, each acting alone,
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 the  undersigned  might or could do in person,  hereby
ratifying and confirming all that said attorneys-in-fact and agents, each acting
alone, or their  substitute or substitutes,  may lawfully do or cause to be done
by virtue hereof.

  Signature                            Title                         Date

/s/ Rick N. Diamond             Director, Chief Executive      December 31, 1997
Rick N. Diamond                 Officer and Secretary

/s/ Gary B. Cohen               Director and President         December 31, 1997
Gary B. Cohen

/s/ Steven A. Kahn              Vice President and Chief       January 11, 1998
Steven A. Kahn                  Financial Officer

/s/ Seymour Levy                Director                       December 22, 1997
Seymour Levy

/s/ Douglas W. Franchot         Director                       December 18, 1997
Douglas W. Franchot

/s/ Phillip T. Levin            Director                       December 18, 1997
Phillip T. Levin

/s/ James W. Lupient            Director                       December 31, 1997
James W. Lupient

/s/ Thomas F. Madison           Director                       December 19, 1997
Thomas F. Madison
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                         ACI Telecentrics, Incorporated
             -----------------------------------------------------

                         Form S-8 Registration Statement
             -----------------------------------------------------

                             E X H I B I T I N D E X
             -----------------------------------------------------

Exhibit
Number               Exhibit Description

5              Opinion and Consent of counsel re securities under the Plan
23.1           Consent of counsel (See Exhibit 5)
23.2           Independent Auditors' Consent
24             Power of attorney (See signature page)