As filed with the Securities and Exchange Commission on July 1, 2004
================================================================================

                                                 Registration No. 333-_______
================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933



                            THE WASHTENAW GROUP, INC.
             (Exact name of Registrant as specified in its charter)


        Michigan                                    20-0126218
--------------------------------         -------------------------------------
--------------------------------         -------------------------------------
  (State of Incorporation)               (I.R.S. Employer Identification No.)

--------------------------------------------------------------------------------
                    (Address of principal executive offices)



                         Stock Option and Incentive Plan

                            (Full title of the plan)




                                Howard M. Nathan
                   Vice President and Chief Financial Officer
                            The Washtenaw Group, Inc.
                               3767 Ranchero Drive
                            Ann Arbor, Michigan 48108
                                 (734) 662-9733

                      (Name, address of agent for service)

                          Copies of Communications To:

                             Edward L. Lublin, Esq.
                             Karim K. Shehadeh, Esq.
                                 Blank Rome LLP
                     Watergate, 600 New Hampshire Avenue, NW
                              Washington, DC 20037
                                  202-772-5800

================================================================================


<PAGE>

<TABLE>
<CAPTION>


                         CALCULATION OF REGISTRATION FEE

<S>                            <C>                 <C>                       <C>                      <C>
============================== ===================== ========================= ======================= =====================
                                                         Proposed Maximum         Proposed Maximum
     Title of Securities           Amount to be              Offering                Aggregate              Amount of
      To be Registered            Registered (1)         Price per Share           Offering Price        Registration Fee
------------------------------ --------------------- ------------------------- ----------------------- ---------------------
Common Stock, par value            418,530 shares            $4.00(2)                   $1,674,120            $212.11
$0.01 per share
------------------------------ --------------------- ------------------------- ----------------------- ---------------------
Common Stock, par value          21,470 shares(3)            $4.00(4)                      $85,880             $10.88
$0.01 per share
------------------------------ --------------------- ------------------------- ----------------------- ---------------------
Totals                             440,000 shares             ---                       $1,760,000            $222.99
============================== ===================== ========================= ======================= =====================
</TABLE>


(1) This Registration Statement shall also cover any additional shares of Common
   Stock which become issuable under any of the Plans being registered pursuant
   to this Registration Statement by reason of any stock dividend, stock split,
   recapitalization or any other similar transaction effected without the
   receipt of consideration which results in an increase in the number of the
   Registrant's outstanding shares of Common Stock.

(2) Estimated solely for the purpose of calculating the registration fee
   pursuant to Rule 457(c) and (h)(1) of the Securities Act of 1933, as amended,
   based upon the average of the high and low prices of the Registrant's Common
   Stock as reported on the American Stock Exchange within the five business
   days prior to the filing of this Registration Statement.

(3) Represents the total number of shares of Common Stock issuable upon the
   exercise of stock options granted to date under the Plan.

(4) Estimated solely for the purpose of calculating the registration fee
   pursuant to Rule 457(c) and (h)(1) of the Securities Act of 1933, as amended,
   based upon the average of the high and low prices of the Registrant's Common
   Stock as reported on the American Stock Exchange within the five business
   days prior to the filing of this Registration Statement.




<PAGE>
                                     PART I
             INFORMATION REQUIRED IN THE SECTION 10(a) of PROSPECTUS

ITEM 1.  PLAN INFORMATION

         The Washtenaw Group, Inc. (the "Registrant") is filing this
Registration Statement on Form S-8 in order to register up to 440,000 shares of
Common Stock, par value $0.01 per share ("Common Stock"), issuable to key
employees and directors of the Registrant and its affiliates under the Stock
Option and Incentive Plan (the "Plan"). The documents containing the information
required in Part I of the Registration Statement will be sent or given to each
participant in the Plan as specified by Rule 428(b)(1) under the Securities Act
of 1933, as amended (the "Securities Act"). Such documents are not being filed
with the Securities and Exchange Commission (the "Commission") in accordance
with the instructions to Form S-8. Such documents are not filed with the
Commission either as part of this Registration Statement or as prospectuses or
prospectus supplements pursuant to Rule 424, in reliance on Rule 428.

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

         Upon written or oral request by a participant in the Plan, the
Registrant will provide to such participant, without charge, any document
incorporated by reference in Item 3 of Part II of this Registration Statement,
which is incorporated by reference into the Section 10(a) prospectus, and any
document required to be delivered to a participant in the Plan pursuant to Rule
428(b) under the Securities Act. All requests should be directed to Howard M.
Nathan, Vice President Chief Financial Officer of the Registrant, 3767 Ranchero
Drive, Ann Arbor, Michigan 48108, telephone number (734) 662-9733.

                                     PART II
                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents, as filed with the Securities and Exchange
Commission, are incorporated herein by reference and made a part hereof:

o    The  Registrant's  Annual  Report on Form 10-K for the  fiscal  year  ended
     December 31, 2003,  filed with the  Securities  and Exchange  Commission on
     March 26, 2004.

o    The Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended
     March 31, 2004,  filed with the Securities  and Exchange  Commission on May
     13, 2004.

o    The  Registrant's  Current Report on Form 8-K filed with the Securities and
     Exchange Commission on February 27, 2004.

o    The  Registrant's  Current Report on Form 8-K filed with the Securities and
     Exchange Commission on April 23, 2004.

o    All other  reports  filed by the  Registrant  pursuant to Section  13(a) or
     15(d) of the  Securities  Exchange Act of 1934,  as amended (the  "Exchange
     Act"), since the end of the fiscal year ended December 31, 2003.

o    The  description  of  the  Registrant's   Common  Stock  contained  in  the
     Registrant's Form 10 (File No. 001-31795),  as filed with the Commission on
     September 11, 2003, including any amendment or report filed for the purpose
     of updating such description.

         All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment
hereto 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 herein and to be a part hereof from the date of filing
of such documents.

         For purposes of this Registration Statement, any statement contained
herein or in a document incorporated or deemed to be incorporated herein by
reference shall be deemed to be modified or superseded to the extent that a
statement contained herein or in any other subsequently filed document that also
is or is deemed to be incorporated herein by reference modifies or supersedes
such statement in such document. Any statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

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 Sections 561-564b of the Michigan Business
Corporation Act, as amended (the "MBCA"), which provides for the indemnification
of directors, officers and employees under certain circumstances, Article XIII
of the Registrant's Articles of Incorporation provides that the Registrant is
obligated to indemnify each person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit, or
proceeding, whether civil, criminal, administrative, or investigative, by reason
of the fact that such person is or was, or has agreed to become, a director or
officer of the Registrant, is or was serving, or has agreed to serve, at the
request of the Registrant, as a director, officer, or trustee of, or in a
similar capacity with, another corporation, partnership, joint venture, trust,
or other enterprise (including any employee benefit plan), or by reason of any
action alleged to have been taken or omitted in such capacity, against all
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by such person or on such person's
behalf in connection with such action, suit, or proceeding and any appeal
therefrom. Indemnification may include payment by the Registrant of expenses in
defending an action or proceeding in advance of the final disposition of such
action or proceeding upon receipt of an undertaking by the indemnified party to
repay such payment if it is ultimately determined that such person is not
entitled to indemnification under Article XIII of the Registrant's Articles of
Incorporation. The Registrant shall not indemnify any such person seeking
indemnification in connection with a proceeding (or part thereof) initiated by
such person unless the initiation thereof was approved by the board of directors
of the Registrant in the manner required by Section 564a of the MBCA.

         Article XIV of the Registrant's Articles of Incorporation contains
provisions which limit personal liability of members of the Registrant's board
of directors for violations of their fiduciary duties, except (i) for any breach
of a director's duty of loyalty to the Registrant or its stockholders, (ii) for
acts or omissions that are not in good faith or that involve intentional
misconduct or a knowing violation of law, (iii) under Section 551of the MBCA, or
(iv) for any transaction from which the director derived any improper personal
benefit. Article XIV of the Registrant's Articles of Incorporation also provides
that if the MBCA is amended to authorize corporate action further eliminating or
limiting the personal liability of directors, the liability of the Registrant's
directors shall be eliminated or limited to the fullest extent permitted by the
MBCA, as so amended.

         The Registrant may purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of the Registrar or
is or was serving at the request of the Registrant as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise against any liability asserted against the person and incurred
by the person in any such capacity or arising out of his status as such, whether
or not the Registrant would have the power to indemnify the person against such
liability under the provisions of the Articles of Incorporation.

         The Registrant believes that these provisions assist the Registrant in,
among other things, attracting and retaining qualified persons to serve the
Registrant and its subsidiary. However, a result of such provisions could be to
increase the expenses of the Registrant and effectively reduce the ability of
stockholders to sue on behalf of the Registrant since certain suits could be
barred or amounts that might otherwise be obtained on behalf of the registrant
could be required to be repaid by the Registrant to an indemnified party.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

Not applicable.

ITEM 8.  EXHIBITS

Exhibit Number    Description

3.1               Articles of Incorporation of The Washtenaw Group, Inc.
                  (incorporated by reference to Exhibit 3.1
                  to the Registrant's Form 10 (File No. 001-31795), filed with
                  the Commission on September 11, 2003, including any amendment
                  or report filed for the purpose of updating such description
                  ("Form 10"))

3.2               Bylaws of The Washtenaw Group, Inc. (incorporated by reference
                  to Exhibit 3.2  to the Registrant's Form 10)

4.1               Form of Common Stock Certificate of The Washtenaw Group, Inc.
                  (incorporated by reference to Exhibit 4 to the Registrant's
                  Form 10)

5.1               Opinion of Payne, Payne, Broder & Fossee, P.C.

10.1              Stock Option and Incentive Plan

23.1              Consent of Payne, Payne, Broder & Fossee, P.C. (included in
                  Exhibit 5.1)

23.2              Consent of Crowe Chizek and Company LLC

24.1              Powers of Attorney (included on signature page)


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
         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.

                           (i)      to include any prospectus required by
                  Section 10(a)(3) of the 1933 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 (a)(1)(i) and (a) (1) (ii) do not
         apply if the Registration Statement is on Form S-3, 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 15(d) of the 1934 Act that are
         incorporated by reference in the Registration Statement.

                  (2) that, for purposes of determining any liability under the
         Securities Act of 1933, 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.

                  (3) 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 of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in this Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at the time shall be deemed
to be initial bona fide offering thereof.

         (c) The undersigned Registrant hereby undertakes to deliver or cause to
be delivered with the prospectus, to each person to whom the prospectus is sent
or given, the latest annual report, to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the 1934 Act; and, where interim
financial information required to be presented by Article 3 of Regulation S-X is
not set forth in the prospectus, to deliver, or cause to be delivered to each
person to whom the prospectus is sent or given, the latest quarterly report that
is specifically incorporated by reference in the prospectus to provide such
interim financial information.

         (d) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the indemnification provisions summarized
in Item 6 or otherwise, the Registrant has been advised that in the opinion of
the Commission such indemnification is against public policy as expressed in the
Securities Act of 1933 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 hereunder, the Registrant
will, unless in the opinion of its counsel the question has already been settled
by controlling precedent, submit to a court of appropriate jurisdiction the
question of whether such indemnification by it is against public policy as
expressed in the Securities Act of 1933 and will be governed by the final
adjudication of such issue.



<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 the city of Ann Arbor, State of Michigan, on this 1st day of July
2004.

                THE WASHTENAW GROUP, INC. (Registrant)

                By:      /s/Charles C. Huffman
                         -----------------------------------
                         Charles C. Huffman
                         Chief Executive Officer
                         and Chairman of the Board

                                POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Charles C. Huffman, with power to act alone, his
or her true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign any and all amendments, including
pre-effective and post-effective amendments, to this Registration Statement, and
any additional registration statements to be filed pursuant to Rule 462(b) under
the Securities Act of 1933, and to file the same, with all exhibits thereto, and
other documents in connection therewith with the Securities and Exchange
Commission, granting unto 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 and to all intents and purposes
as he or she might or could do in person hereby ratifying and confirming that
said attorney-in-fact and agent, or his or her substitute, may lawfully do or
cause to be done by virtue hereof in connection with effecting the filing of the
Registration Statement.

      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/ Charles C. Huffman                   Chief Executive Officer and Chairman of the Board           July 1, 2004
------------------------------------
Charles C. Huffman                       (Principal Executive Officer)
/s/ Robert C. Huffman                    President and Director                                      July 1, 2004
------------------------------------
Robert C. Huffman
/s/ Howard M. Nathan                     Chief Financial Officer, Secretary and Director             July 1, 2004
------------------------------------
Howard M. Nathan                         (Principal Financial and Accounting Officer)
/s/ Raleigh E. Allen, Jr.                Director                                                    July 1, 2004
-----------------------------------------
Raleigh E. Allen, Jr.
/s/ Brenda L. Jones                      Director                                                    July 1, 2004
------------------------------------
Brenda L. Jones
/s/ Timothy J. Ryan                      Director                                                    July 1, 2004
------------------------------------
Timothy J. Ryan
/s/ S. Lynn Stokes                       Director                                                    July 1, 2004
------------------------------------
S. Lynn Stokes
/s/ Scott D. Miller                      Director                                                    July 1, 2004
------------------------------------
Scott D. Miller
/s/ Michael N. Clemens                   Director                                                    July 1, 2004
------------------------------------
Michael N. Clemens
</TABLE>


<PAGE>









                                  EXHIBIT INDEX

Exhibit Number    Description

3.1               Articles of Incorporation of The Washtenaw Group, Inc.
                  (incorporated by reference to Exhibit 3.1
                  to the Registrant's Form 10 (File No. 001-31795), filed with
                  the Commission on September 11, 2003, including any amendment
                  or report filed for the purpose of updating such description
                  ("Form 10"))

3.2               Bylaws of The Washtenaw Group, Inc. (incorporated by reference
                  to Exhibit 3.2  to the Registrant's Form 10)

4.1               Form of Common Stock Certificate of The Washtenaw Group, Inc.
                  (incorporated by reference to Exhibit 4 to the Registrant's
                  Form 10)

5.1               Opinion of Payne, Payne, Broder & Fossee, P.C.

10.1              Stock Option and Incentive Plan

23.1              Consent of Payne, Payne, Broder & Fossee, P.C. (included in
                  Exhibit 5.1)

23.2              Consent of Crowe Chizek and Company LLC

24.1              Powers of Attorney (included on signature page)
[{"type": "S-8", "sequence": "1", "filename": "forms8.txt", "description": "FORM S-8", "secsgml_size_bytes": 24724}]
{"company-data": {"conformed-name": "WASHTENAW GROUP INC", "cik": "0001263282", "assigned-sic": "6162", "irs-number": "000000000"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-117067", "film-number": "04895357"}, "mail-address": {"street1": "3767 RANCHERO DRIVE", "city": "ANN ARBOR", "state": "MI", "zip": "48108"}}
As filed with the Securities and Exchange Commission on July 1, 2004
================================================================================

                                                 Registration No. 333-_______
================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                            THE WASHTENAW GROUP, INC.
             (Exact name of Registrant as specified in its charter)

        Michigan                                    20-0126218
--------------------------------         -------------------------------------
--------------------------------         -------------------------------------
  (State of Incorporation)               (I.R.S. Employer Identification No.)

--------------------------------------------------------------------------------
                    (Address of principal executive offices)

                         Stock Option and Incentive Plan

                            (Full title of the plan)

                                Howard M. Nathan
                   Vice President and Chief Financial Officer
                            The Washtenaw Group, Inc.
                               3767 Ranchero Drive
                            Ann Arbor, Michigan 48108
                                 (734) 662-9733

                      (Name, address of agent for service)

                          Copies of Communications To:

                             Edward L. Lublin, Esq.
                             Karim K. Shehadeh, Esq.
                                 Blank Rome LLP
                     Watergate, 600 New Hampshire Avenue, NW
                              Washington, DC 20037
                                  202-772-5800

================================================================================
CALCULATION OF REGISTRATION FEE
============================== ===================== ========================= ======================= =====================
                                                         Proposed Maximum         Proposed Maximum
     Title of Securities           Amount to be              Offering                Aggregate              Amount of
      To be Registered            Registered (1)         Price per Share           Offering Price        Registration Fee
------------------------------ --------------------- ------------------------- ----------------------- ---------------------
Common Stock, par value            418,530 shares            $4.00(2)                   $1,674,120            $212.11
$0.01 per share
------------------------------ --------------------- ------------------------- ----------------------- ---------------------
Common Stock, par value          21,470 shares(3)            $4.00(4)                      $85,880             $10.88
$0.01 per share
------------------------------ --------------------- ------------------------- ----------------------- ---------------------
Totals                             440,000 shares             ---                       $1,760,000            $222.99
============================== ===================== ========================= ======================= =====================
(1) This Registration Statement shall also cover any additional shares of Common
   Stock which become issuable under any of the Plans being registered pursuant
   to this Registration Statement by reason of any stock dividend, stock split,
   recapitalization or any other similar transaction effected without the
   receipt of consideration which results in an increase in the number of the
   Registrant's outstanding shares of Common Stock.

(2) Estimated solely for the purpose of calculating the registration fee
   pursuant to Rule 457(c) and (h)(1) of the Securities Act of 1933, as amended,
   based upon the average of the high and low prices of the Registrant's Common
   Stock as reported on the American Stock Exchange within the five business
   days prior to the filing of this Registration Statement.

(3) Represents the total number of shares of Common Stock issuable upon the
   exercise of stock options granted to date under the Plan.

(4) Estimated solely for the purpose of calculating the registration fee
   pursuant to Rule 457(c) and (h)(1) of the Securities Act of 1933, as amended,
   based upon the average of the high and low prices of the Registrant's Common
   Stock as reported on the American Stock Exchange within the five business
   days prior to the filing of this Registration Statement.
PART I
             INFORMATION REQUIRED IN THE SECTION 10(a) of PROSPECTUS

ITEM 1.  PLAN INFORMATION

         The Washtenaw Group, Inc. (the "Registrant") is filing this
Registration Statement on Form S-8 in order to register up to 440,000 shares of
Common Stock, par value $0.01 per share ("Common Stock"), issuable to key
employees and directors of the Registrant and its affiliates under the Stock
Option and Incentive Plan (the "Plan"). The documents containing the information
required in Part I of the Registration Statement will be sent or given to each
participant in the Plan as specified by Rule 428(b)(1) under the Securities Act
of 1933, as amended (the "Securities Act"). Such documents are not being filed
with the Securities and Exchange Commission (the "Commission") in accordance
with the instructions to Form S-8. Such documents are not filed with the
Commission either as part of this Registration Statement or as prospectuses or
prospectus supplements pursuant to Rule 424, in reliance on Rule 428.

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

         Upon written or oral request by a participant in the Plan, the
Registrant will provide to such participant, without charge, any document
incorporated by reference in Item 3 of Part II of this Registration Statement,
which is incorporated by reference into the Section 10(a) prospectus, and any
document required to be delivered to a participant in the Plan pursuant to Rule
428(b) under the Securities Act. All requests should be directed to Howard M.
Nathan, Vice President Chief Financial Officer of the Registrant, 3767 Ranchero
Drive, Ann Arbor, Michigan 48108, telephone number (734) 662-9733.

                                     PART II
                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents, as filed with the Securities and Exchange
Commission, are incorporated herein by reference and made a part hereof:

o    The  Registrant's  Annual  Report on Form 10-K for the  fiscal  year  ended
     December 31, 2003,  filed with the  Securities  and Exchange  Commission on
     March 26, 2004.

o    The Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended
     March 31, 2004,  filed with the Securities  and Exchange  Commission on May
     13, 2004.

o    The  Registrant's  Current Report on Form 8-K filed with the Securities and
     Exchange Commission on February 27, 2004.

o    The  Registrant's  Current Report on Form 8-K filed with the Securities and
     Exchange Commission on April 23, 2004.

o    All other  reports  filed by the  Registrant  pursuant to Section  13(a) or
     15(d) of the  Securities  Exchange Act of 1934,  as amended (the  "Exchange
     Act"), since the end of the fiscal year ended December 31, 2003.

o    The  description  of  the  Registrant's   Common  Stock  contained  in  the
     Registrant's Form 10 (File No. 001-31795),  as filed with the Commission on
     September 11, 2003, including any amendment or report filed for the purpose
     of updating such description.

         All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment
hereto 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 herein and to be a part hereof from the date of filing
of such documents.

         For purposes of this Registration Statement, any statement contained
herein or in a document incorporated or deemed to be incorporated herein by
reference shall be deemed to be modified or superseded to the extent that a
statement contained herein or in any other subsequently filed document that also
is or is deemed to be incorporated herein by reference modifies or supersedes
such statement in such document. Any statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

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 Sections 561-564b of the Michigan Business
Corporation Act, as amended (the "MBCA"), which provides for the indemnification
of directors, officers and employees under certain circumstances, Article XIII
of the Registrant's Articles of Incorporation provides that the Registrant is
obligated to indemnify each person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit, or
proceeding, whether civil, criminal, administrative, or investigative, by reason
of the fact that such person is or was, or has agreed to become, a director or
officer of the Registrant, is or was serving, or has agreed to serve, at the
request of the Registrant, as a director, officer, or trustee of, or in a
similar capacity with, another corporation, partnership, joint venture, trust,
or other enterprise (including any employee benefit plan), or by reason of any
action alleged to have been taken or omitted in such capacity, against all
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by such person or on such person's
behalf in connection with such action, suit, or proceeding and any appeal
therefrom. Indemnification may include payment by the Registrant of expenses in
defending an action or proceeding in advance of the final disposition of such
action or proceeding upon receipt of an undertaking by the indemnified party to
repay such payment if it is ultimately determined that such person is not
entitled to indemnification under Article XIII of the Registrant's Articles of
Incorporation. The Registrant shall not indemnify any such person seeking
indemnification in connection with a proceeding (or part thereof) initiated by
such person unless the initiation thereof was approved by the board of directors
of the Registrant in the manner required by Section 564a of the MBCA.

         Article XIV of the Registrant's Articles of Incorporation contains
provisions which limit personal liability of members of the Registrant's board
of directors for violations of their fiduciary duties, except (i) for any breach
of a director's duty of loyalty to the Registrant or its stockholders, (ii) for
acts or omissions that are not in good faith or that involve intentional
misconduct or a knowing violation of law, (iii) under Section 551of the MBCA, or
(iv) for any transaction from which the director derived any improper personal
benefit. Article XIV of the Registrant's Articles of Incorporation also provides
that if the MBCA is amended to authorize corporate action further eliminating or
limiting the personal liability of directors, the liability of the Registrant's
directors shall be eliminated or limited to the fullest extent permitted by the
MBCA, as so amended.

         The Registrant may purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of the Registrar or
is or was serving at the request of the Registrant as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise against any liability asserted against the person and incurred
by the person in any such capacity or arising out of his status as such, whether
or not the Registrant would have the power to indemnify the person against such
liability under the provisions of the Articles of Incorporation.

         The Registrant believes that these provisions assist the Registrant in,
among other things, attracting and retaining qualified persons to serve the
Registrant and its subsidiary. However, a result of such provisions could be to
increase the expenses of the Registrant and effectively reduce the ability of
stockholders to sue on behalf of the Registrant since certain suits could be
barred or amounts that might otherwise be obtained on behalf of the registrant
could be required to be repaid by the Registrant to an indemnified party.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

Not applicable.

ITEM 8.  EXHIBITS

Exhibit Number    Description

3.1               Articles of Incorporation of The Washtenaw Group, Inc.
                  (incorporated by reference to Exhibit 3.1
                  to the Registrant's Form 10 (File No. 001-31795), filed with
                  the Commission on September 11, 2003, including any amendment
                  or report filed for the purpose of updating such description
                  ("Form 10"))

3.2               Bylaws of The Washtenaw Group, Inc. (incorporated by reference
                  to Exhibit 3.2  to the Registrant's Form 10)

4.1               Form of Common Stock Certificate of The Washtenaw Group, Inc.
                  (incorporated by reference to Exhibit 4 to the Registrant's
                  Form 10)

5.1               Opinion of Payne, Payne, Broder & Fossee, P.C.

10.1              Stock Option and Incentive Plan

23.1              Consent of Payne, Payne, Broder & Fossee, P.C. (included in
                  Exhibit 5.1)

23.2              Consent of Crowe Chizek and Company LLC

24.1              Powers of Attorney (included on signature page)

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
         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.

                           (i)      to include any prospectus required by
                  Section 10(a)(3) of the 1933 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 (a)(1)(i) and (a) (1) (ii) do not
         apply if the Registration Statement is on Form S-3, 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 15(d) of the 1934 Act that are
         incorporated by reference in the Registration Statement.

                  (2) that, for purposes of determining any liability under the
         Securities Act of 1933, 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.

                  (3) 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 of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in this Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at the time shall be deemed
to be initial bona fide offering thereof.

         (c) The undersigned Registrant hereby undertakes to deliver or cause to
be delivered with the prospectus, to each person to whom the prospectus is sent
or given, the latest annual report, to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the 1934 Act; and, where interim
financial information required to be presented by Article 3 of Regulation S-X is
not set forth in the prospectus, to deliver, or cause to be delivered to each
person to whom the prospectus is sent or given, the latest quarterly report that
is specifically incorporated by reference in the prospectus to provide such
interim financial information.

         (d) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the indemnification provisions summarized
in Item 6 or otherwise, the Registrant has been advised that in the opinion of
the Commission such indemnification is against public policy as expressed in the
Securities Act of 1933 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 hereunder, the Registrant
will, unless in the opinion of its counsel the question has already been settled
by controlling precedent, submit to a court of appropriate jurisdiction the
question of whether such indemnification by it is against public policy as
expressed in the Securities Act of 1933 and will be governed by the final
adjudication of such issue.
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 the city of Ann Arbor, State of Michigan, on this 1st day of July
2004.

                THE WASHTENAW GROUP, INC. (Registrant)

                By:      /s/Charles C. Huffman
                         -----------------------------------
                         Charles C. Huffman
                         Chief Executive Officer
                         and Chairman of the Board

                                POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Charles C. Huffman, with power to act alone, his
or her true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign any and all amendments, including
pre-effective and post-effective amendments, to this Registration Statement, and
any additional registration statements to be filed pursuant to Rule 462(b) under
the Securities Act of 1933, and to file the same, with all exhibits thereto, and
other documents in connection therewith with the Securities and Exchange
Commission, granting unto 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 and to all intents and purposes
as he or she might or could do in person hereby ratifying and confirming that
said attorney-in-fact and agent, or his or her substitute, may lawfully do or
cause to be done by virtue hereof in connection with effecting the filing of the
Registration Statement.

      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/ Charles C. Huffman                   Chief Executive Officer and Chairman of the Board           July 1, 2004
------------------------------------
Charles C. Huffman                       (Principal Executive Officer)
/s/ Robert C. Huffman                    President and Director                                      July 1, 2004
------------------------------------
Robert C. Huffman
/s/ Howard M. Nathan                     Chief Financial Officer, Secretary and Director             July 1, 2004
------------------------------------
Howard M. Nathan                         (Principal Financial and Accounting Officer)
/s/ Raleigh E. Allen, Jr.                Director                                                    July 1, 2004
-----------------------------------------
Raleigh E. Allen, Jr.
/s/ Brenda L. Jones                      Director                                                    July 1, 2004
------------------------------------
Brenda L. Jones
/s/ Timothy J. Ryan                      Director                                                    July 1, 2004
------------------------------------
Timothy J. Ryan
/s/ S. Lynn Stokes                       Director                                                    July 1, 2004
------------------------------------
S. Lynn Stokes
/s/ Scott D. Miller                      Director                                                    July 1, 2004
------------------------------------
Scott D. Miller
/s/ Michael N. Clemens                   Director                                                    July 1, 2004
------------------------------------
Michael N. Clemens
EXHIBIT INDEX

Exhibit Number    Description

3.1               Articles of Incorporation of The Washtenaw Group, Inc.
                  (incorporated by reference to Exhibit 3.1
                  to the Registrant's Form 10 (File No. 001-31795), filed with
                  the Commission on September 11, 2003, including any amendment
                  or report filed for the purpose of updating such description
                  ("Form 10"))

3.2               Bylaws of The Washtenaw Group, Inc. (incorporated by reference
                  to Exhibit 3.2  to the Registrant's Form 10)

4.1               Form of Common Stock Certificate of The Washtenaw Group, Inc.
                  (incorporated by reference to Exhibit 4 to the Registrant's
                  Form 10)

5.1               Opinion of Payne, Payne, Broder & Fossee, P.C.

10.1              Stock Option and Incentive Plan

23.1              Consent of Payne, Payne, Broder & Fossee, P.C. (included in
                  Exhibit 5.1)

23.2              Consent of Crowe Chizek and Company LLC

24.1              Powers of Attorney (included on signature page)